22nd Sep 2010 07:00
IMMEDIATE RELEASE |
22 September 2010 |
Half year results for the six months ended 31 July 2010
eg solutions plc ('eg' or 'the Company'; LSE-AIM: EGS), the back office optimisation software company, announces its unaudited half year results for the six months ended 31 July 2010.
Financial highlights
Figures in £000s |
Unaudited 6 months ended 31st July |
Growth |
|
|
2010 |
2009 |
|
Revenue |
2,411 |
2,090 |
+ 15.4% |
Gross margin (%) |
63.7 |
63.1 |
|
Profit before tax before exceptional items* |
145 |
56 |
+ 158.9% |
Earnings per share (pence) - basic - diluted |
0.5 0.4 |
0.4 0.3 |
+25.0% +33.3% |
Operational cash flow |
707 |
477 |
+48.2% |
* Exceptional items: £67,000 professional services costs relating to the acquisition of XTAQ (2009: nil)
Key points
·; Strong interim results achieved despite continued challenging business environment
·; 15% revenue growth reflects solid performance across the Company
·; 159% growth in profit before tax (before acquisition costs)
·; Period-end cash (after funding acquisition) up 30% to £773,000 with 48% increase to £707,000 in operational cash flow for the period
·; XTAQ acquired in March and successfully integrated; pipeline converting as expected
·; Growing reputation for quality and excellence recognised with AccredIT UK award
·; Won Birmingham Post Business award for Export & International Trade
On outlook, Rodney Baker-Bates, Non-executive Chairman, stated:
"eg has demonstrated through these results that it has established a strong platform for growth and that there is momentum building in its financial performance.
"During the second half we expect to maintain growth in revenue, profitability and cashflow and our ongoing focus on cost control will continue to benefit our financial performance.
"With approximately 78 per cent. of anticipated revenues for the full year under contract, we are confident of the outturn for the full year and that we will achieve market expectations."
Contacts
eg solutions plc |
01785-715772 |
Elizabeth Gooch, Chief Executive Officer |
www.eguk.co.uk |
|
|
Bankside |
020-7367-8888 |
Simon Bloomfield or Rose Oddy |
|
|
|
Arbuthnot Securities Limited |
020-7012-2000 |
Tom Griffiths |
|
About eg solutions plc
eg solutions plc is a global operations management software company. Our software provides historic, real-time and predictive Operational MI. When implemented with our training programme for managers and team leaders to use this intelligence, we guarantee improvements in operational results in short timescales.
The Company, which is listed on the Alternative Investment Market ('AIM') of the London Stock Exchange, is committed to customer satisfaction and the ongoing development of its operations management solutions.
CHAIRMAN'S STATEMENT
Introduction
During the first half eg has achieved strong growth in revenue, profit and cash flow and is on track to meet market expectations for the full year. This performance has been achieved despite the continued challenging business environment for the financial services sector.
In March we made significant progress with the strategic development of the business when we acquired XTAQ Limited, a developer and supplier of business performance measurement software. XTAQ has been successfully integrated and, since acquisition, sales of its products have been delivered as anticipated.
Financial performance
Revenue for the six months ended 31 July 2010 increased by 15 per cent. to £2.41 million (H1 2009: £2.09 million). Software licences, maintenance and software services contributed 73 per cent. of revenues (H1 2009: 72 per cent; full year 2009: 70 per cent) with the balance of 27 per cent. coming from implementation and training services (H1 2009: 28 per cent; full year 2009: 30 per cent).
It is encouraging that we have been able to maintain gross margins at above 63% following the integration of XTAQ which reflects our continued focus on managing the productivity of the team.
Profit before tax and exceptional items more than doubled to £145,000, compared to a profit of £56,000 for the same period last year. Reported profit before tax increased by 39 per cent. to £78,000 (H1 2009: £56,000) after a charge of £67,000 for professional services relating to the acquisition of XTAQ.
We continue to maintain tight control over costs which, along with improving margins, resulted in a 48 per cent. increase in operating cashflow to £707,000 (2009: £477,000). At 31 July 2010, cash and cash equivalents were £773,000, an increase of 30% (31 July 2009: £592,000). This is after paying £33,000 as part of the consideration for the acquisition of XTAQ.
The Board will not be declaring an interim dividend.
Operational review
The challenging market environment has meant a continuing focus by financial institutions on improving efficiency, increasing the attraction of the measurable financial benefits offered by eg's solutions.
During the first half eg's reputation for excellence within the financial services industry continued to increase, strengthening demand for its products and services resulting in growth in revenues for the period. This has been achieved with the Company winning contracts both through existing relationships and new customers.
In the UK a major achievement was the successful integration of XTAQ whose early performance has matched our best expectations. Implementation of the £430,000 order from the general insurance division of an existing eg client, announced in June, for XTAQ's Nuqleus 3D software is proceeding to plan. We are confident that we will be able to convert and expand XTAQ's order pipeline which will benefit revenues in the second half of this year and beyond.
UK administrative expenses increased by 15.3 per cent. during the period due to the overheads attributable to XTAQ. Following the integration of XTAQ, and as part of an ongoing review of costs, we expect to implement cost savings which will enhance profitability in the second half.
Internationally the highlight for the period was the strong performance by our South African business where sales increased twofold to £361,000 from £176,000 for the same period last year. Wins include a contract signed with one of South Africa's leading investment administration companies. We are pleased to report that our pipeline of new business in South Africa continues to grow.
Elsewhere implementation of a contract extension for eg operational intelligence®,with one of the largest Nordic bancassurance groups, proceeded to plan. We were also pleased to announce earlier this week a new order from the same client worth £55,000 in the current financial year to 31 January 2011 and a further £550,000 payable during the full contract term of 5 years.
We are pleased to announce that, on 20 September 2010, the Company won the Birmingham Post Business award for Export & International Trade. Earlier in the period our growing reputation for quality and excellence was recognised by an AccredIT UK award. These awards recognise the work we have done in the past three years to strengthen the fundamentals of our business.
Current trading and outlook
eg has demonstrated through these results that it has established a strong platform for growth and that there is momentum building in its financial performance.
During the second half we expect to maintain growth in revenue and profitability and our ongoing focus on cost control will continue to benefit our financial performance.
With approximately 78 per cent. of anticipated revenues for the full year under contract, we are confident of the outturn for the full year and that we will achieve market expectations.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 July 2010
|
|
Unaudited six months ended 31 July 2010 £000 |
|
Unaudited six months ended 31 July 2009 £000 |
|
Audited twelve months ended 31 January 2010 £000 |
|
|
|
|
|
|
|
Revenue |
|
2,411 |
|
2,090 |
|
4,150 |
|
|
|
|
|
|
|
Cost of sales |
|
(875) |
|
(771) |
|
(1,550) |
|
|
|
|
|
|
|
Gross profit |
|
1,536 |
|
1,319 |
|
2,600 |
Administrative expenses |
|
(1,458) |
|
(1,264) |
|
(2,502) |
Profit from operations |
|
78 |
|
55 |
|
98 |
Finance income |
|
- |
|
1 |
|
1 |
Profit before tax |
|
78 |
|
56 |
|
99 |
Income tax charge |
|
(15) |
|
(6) |
|
(8) |
Profit for the period |
|
63 |
|
50 |
|
91 |
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
Exchange differences on translation of foreign currency |
|
21 |
|
- |
|
14 |
Total comprehensive income for the period |
|
84 |
|
50 |
|
105 |
|
|
|
|
|
|
|
Profit and total comprehensive income attributable to equity shareholders of the Parent Company |
|
84 |
|
50 |
|
105 |
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
From continuing operations |
|
|
|
|
|
|
- basic |
|
0.5p |
|
0.4p |
|
0.7p |
- diluted |
|
0.4p |
|
0.3p |
|
0.6p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Financial Position
at 31 July 2010
|
|
Unaudited as at 31 July 2010 £000
|
|
Unaudited as at 31 July 2009 £000 |
|
Audited as at 31 January 2010 £000 |
Assets |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Intangible assets |
|
2,226 |
|
1,563 |
|
1,705 |
Property, plant and equipment |
|
59 |
|
63 |
|
50 |
|
|
2,285 |
|
1,626 |
|
1,755 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
|
623 |
|
813 |
|
642 |
Inventories |
|
18 |
|
17 |
|
18 |
Current tax receivable |
|
63 |
|
150 |
|
50 |
Cash and cash equivalents |
|
773 |
|
592 |
|
410 |
|
|
1,477 |
|
1,572 |
|
1,120 |
Total assets |
|
3,762 |
|
3,198 |
|
2,875 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
8 |
1,742 |
|
1,569 |
|
1,169 |
|
|
1,742 |
|
1,569 |
|
1,169 |
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
Loan Notes |
|
143 |
|
- |
|
- |
Deferred tax liabilities |
|
282 |
|
252 |
|
254 |
|
|
425 |
|
252 |
|
254 |
Total liabilities |
|
2,167 |
|
1,821 |
|
1,423 |
Net assets |
|
1,595 |
|
1,377 |
|
1,452 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
|
143 |
|
143 |
|
143 |
Share premium |
|
2,910 |
|
2,910 |
|
2,910 |
Share-based payment reserve |
|
267 |
|
239 |
|
208 |
Own shares held |
|
(949) |
|
(1,000) |
|
(949) |
Retained earnings |
|
(776) |
|
(915) |
|
(860) |
Total equity |
|
1,595 |
|
1,377 |
|
1,452 |
|
|
|
|
|
|
|
Consolidated interim cash flow statement
for the six months ended 31 July 2010
|
Unaudited six months ended 31 July 2010 £000
|
|
Unaudited six months ended 31 July 2009 £000 |
|
Audited twelve months ended 31 January 2010 £000 |
Operating activities |
|
|
|
|
|
Profit before tax |
78 |
|
56 |
|
99 |
Adjustments for: |
|
|
|
|
|
Depreciation of property plant and equipment |
4 |
|
25 |
|
42 |
Profit on disposal of property, plant and equipment |
- |
|
(1) |
|
(1) |
Amortisation of intangible assets |
159 |
|
145 |
|
297 |
Finance income |
- |
|
- |
|
(1) |
Share option charge |
59 |
|
21 |
|
39 |
Working capital adjustments: |
|
|
|
|
|
(Increase) / decrease in receivables |
196 |
|
(276) |
|
(91) |
Increase in inventories |
- |
|
- |
|
(1) |
Increase in payables |
211 |
|
507 |
|
105 |
Net cash generated by operations |
707 |
|
477 |
|
488 |
Income tax received |
- |
|
138 |
|
240 |
Net cash generated by operating activities |
707 |
|
615 |
|
728 |
Investing activities |
|
|
|
|
|
Purchases of intangible assets |
(306) |
|
(272) |
|
(568) |
Purchases of property, plant and equipment |
(6) |
|
(13) |
|
(19) |
Proceeds from sale of property, plant and equipment |
- |
|
- |
|
4 |
Exercise of share options |
- |
|
- |
|
2 |
Payment to acquire subsidiaries |
(33) |
|
- |
|
- |
Net cash acquired with subsidiaries |
1 |
|
- |
|
- |
Interest received |
- |
|
- |
|
1 |
Net cash used in investing activities |
(344) |
|
(285) |
|
(580) |
Net increase in cash and cash equivalents |
363 |
|
330 |
|
148 |
Cash and cash equivalents at beginning of the period |
410 |
|
262 |
|
262 |
Cash and cash equivalents at end of the period |
773 |
|
592 |
|
410 |
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 July 2010
|
Share capital |
Share premium |
Share based payment reserve |
Own shares held |
Retained earnings |
Foreign exchange |
Total |
|
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
Balance at 1 February 2009 |
143 |
2,910 |
218 |
(1,000) |
(947) |
(18) |
1,306 |
Total comprehensive income |
- |
- |
- |
- |
50 |
- |
50 |
Share-based payments |
- |
- |
21 |
- |
- |
- |
21 |
Balance at 31 July 2009 |
143 |
2,910 |
239 |
(1,000) |
(897) |
(18) |
1,377 |
Balance at 1 August 2009 |
143 |
2,910 |
239 |
(1,000) |
(897) |
(18) |
1,377 |
Profit for the period |
- |
- |
- |
- |
41 |
- |
41 |
Other comprehensive gains |
- |
- |
- |
- |
- |
14 |
14 |
Total comprehensive income |
- |
- |
- |
- |
41 |
14 |
55 |
Share based payments |
- |
- |
18 |
- |
- |
- |
18 |
Shares issued to employees |
- |
- |
(49) |
51 |
- |
- |
2 |
Balance at 31 January 2010 |
143 |
2,910 |
208 |
(949) |
(856) |
(4) |
1,452 |
|
|
|
|
|
|
|
|
Balance at 1 February 2010 |
143 |
2,910 |
208 |
(949) |
(856) |
(4) |
1,452 |
Profit for the period |
- |
- |
- |
- |
63 |
- |
63 |
Other comprehensive gains |
- |
- |
- |
- |
- |
21 |
21 |
Total comprehensive income |
- |
- |
- |
- |
63 |
21 |
84 |
Share based payments |
- |
- |
59 |
- |
- |
- |
59 |
|
|
|
|
|
|
|
|
At 31 July 2010 |
143 |
2,910 |
267 |
(949) |
(793) |
17 |
1,595 |
|
|
|
|
|
|
|
|
This statement is unaudited
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 31 July 2010
1. Basis of Preparation
The interim financial information consolidates the results of the company and its subsidiary undertakings made up to 31 July 2010. The company is a limited liability company incorporated and domiciled in England & Wales and whose shares are listed on the Alternative Investment Market.
The financial information contained in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. It does not therefore include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 31 January 2010.
The financial information for the 6 months ended 31 July 2010 is unaudited. The Group has not applied IAS 34, Interim Financial Reporting, which is not mandatory for UK Groups listed on the Alternative Investment Market (AIM), in the preparation of these interim financial statements.
Full accounts of eg solutions plc for the year ended 31 January 2010 have been delivered to the Registrar of Companies. The report of the auditors on these accounts was unqualified and did not contain a statement under Section 498(2-4) of the Companies Act 2006.
Significant accounting policies
The accounting policies used in the preparation of the financial information for the six months ended 31 July 2010 are in accordance with the recognition and measurement criteria of International Financial Reporting Standards ('IFRS') as adopted by the European Union and are consistent with those that are expected to be adopted in the annual statutory financial statements for the year ending 31 January 2011. These are not expected to differ significantly from those adopted in the financial statements for the year ended 31 January 2010.
The interim report for the six months ended 31 July 2010 was approved by the Board of Directors on 22 September 2010.
2. Segment Reporting
Business Segments
egsolutions plc provides IT and software support services by operating two distinct companies in the United Kingdom ("EGUK") and in South Africa ("EGSA"). Financial information is reported to the board for both companies individually with revenue and operating profits split by geographical location. Segment revenue comprises of sales to external customers and excludes finance income. Segment profit reported to the board represents the profit earned by each segment before the allocation of administrative expenses, finance costs and tax.
For the purposes of assessing segment performance and for determining the allocation of resources between segments, the board reviews the non-current assets attributable to each segment as well as the financial resources available. All assets and liabilities are allocated to reportable segments. Information is reported to the board of directors on a company basis as management believe that each company exposes the Group to differing levels of risk and rewards due to local economic conditions. The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements, as set out in the accounting policies.
Under the transitional provisions of IFRS 8, the Group has re-presented its comparative disclosures for operating segments. In previous years, in accordance with IAS 14 'Segment Reporting', segmental analysis was provided on a product and geographical basis.
Segment information about these companies is presented below.
|
|
|
|
||||||
SEGMENT REPORT |
UK |
SA |
Group |
||||||
|
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
Revenue |
|
|
|
|
|
|
|
|
|
External revenue |
2,050 |
1,914 |
3,799 |
361 |
176 |
351 |
2,411 |
2,090 |
4,150 |
Inter-segment revenue |
- |
- |
145 |
- |
- |
61 |
- |
- |
- |
Total revenue |
2,050 |
1,914 |
3,944 |
361 |
176 |
412 |
2,411 |
2,090 |
4,150 |
Gross profit |
1,244 |
1,169 |
2,402 |
292 |
150 |
221 |
1,536 |
1,319 |
2,600 |
Administrative expenses |
(1,299) |
(1,127) |
(2,251) |
(175) |
(153) |
(289) |
(1,458) |
(1,264) |
(2,502) |
Inter-segment administrative expenses |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Operating profit/(loss) |
(55) |
42 |
151 |
117 |
(3) |
(68) |
78 |
55 |
98 |
Finance income |
0 |
1 |
1 |
- |
- |
- |
0 |
1 |
1 |
Profit/(loss) before tax |
(55) |
43 |
152 |
117 |
(3) |
(68) |
78 |
56 |
99 |
|
|
|
|
|
|
|
|
|
|
Income tax charge |
(15) |
(6) |
(8) |
- |
- |
- |
(15) |
(6) |
8 |
Profit/(loss) after tax |
(70) |
37 |
144 |
117 |
(3) |
(68) |
63 |
50 |
91 |
|
|
|
|
|
|
|
|
|
|
Other segmental information |
UK
|
SA |
Group |
||||||
|
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
Unaudited six months ended 31 July 2010 £000
|
Unaudited six months ended 31 July 2009 £000 |
Audited twelve months ended 31 January 2010 £000 |
|
|
|
|
|
|
|
|
|
|
Segment assets |
4,075 |
3,605 |
3,326 |
233 |
282 |
304 |
3,762 |
3,198 |
2,875 |
Segment liabilities |
(2,105) |
(1,753) |
(1,347) |
(608) |
(757) |
(832) |
(2,167) |
(1,821) |
(1,423) |
Net assets |
1,970 |
1,852 |
1,979 |
(375) |
(475) |
(528) |
1,595 |
1,377 |
1,452 |
Capital expenditure |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
11 |
13 |
18 |
2 |
7 |
1 |
13 |
20 |
19 |
Intangible assets |
306 |
272 |
568 |
- |
- |
- |
306 |
272 |
568 |
The Group had revenue streams from a small number of customers which made up 10% or more of the Group's revenue. The Group has elected not to disclose the identity of the customers.
Customer |
Unaudited six months ended 31 July 2010 £000 |
% of total revenue |
Unaudited six months ended 31 July 2009 £000 |
% of total revenue |
Audited twelve months ended 31 January 2010 £000 |
% of total revenue |
1 |
- |
- |
217 |
10% |
- |
- |
2 |
- |
- |
234 |
11% |
493 |
12% |
3 |
465 |
19% |
439 |
21% |
815 |
20% |
4 |
307 |
13% |
- |
- |
- |
- |
5 |
318 |
13% |
- |
- |
- |
- |
3. Taxation
|
Unaudited six months to 31 July 2010 £000 |
Unaudited six months to 31 July 2009 £000 |
Audited twelve months to 31 January 2010 £000
|
Current tax: |
|
|
|
United Kingdom |
(13) |
(31) |
(50) |
Tax in respect of prior periods |
- |
- |
18 |
|
(13) |
(31) |
(32) |
Deferred tax: |
|
|
|
Origination and reversal of temporary differences |
28 |
37 |
72 |
Adjustments in respect of prior periods |
- |
- |
(32) |
Tax attributable to the Group and its subsidiaries |
15 |
6 |
8 |
Domestic income tax is calculated at 28% (31/07/09 and 31/01/10: 28%) of the estimated assessable profit for the period.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
|
Unaudited six months to 31 July 2010 £000
|
Unaudited six months to 31 July 2009 £000 |
Audited twelve months to 31 January 2010 £000 |
The charge for the period can be reconciled to the profit per the condensed consolidated statement of comprehensive income as follows: |
|
|
|
Profit before tax |
78 |
56 |
99 |
Tax at the domestic income tax rate 28% (31/07/09 and 31/01/10: 28%) |
22 |
16 |
28 |
Tax effects of expenses that are not deductible in determining taxable profit |
20 |
10
|
21 |
Research and development |
(27) |
(20) |
(42) |
Prior year items |
- |
- |
(14) |
Movement in unprovided deferred tax |
- |
- |
15 |
Tax charge / (credit) |
15 |
6 |
8 |
Effective tax rate for the period |
19% |
11% |
8% |
4. Dividends
The directors do not propose the payment of an interim dividend.
5. Earnings per Share
From continuing operations |
|
||
|
Unaudited six months to 31 July 2010 |
Unaudited six months to 31 July 2009 |
Audited twelve months to 31 January 2010 |
Basic |
0.5p |
0.4p |
0.7p |
Diluted |
0.4p |
0.3p |
0.6p |
Weighted average number of shares in issue less shares held by the Employee Benefit Trust for calculating basic earnings per share |
13,127,377 |
13,117,377 |
13,127,377 |
Weighted average number of shares held by the Employee Benefit Trust |
1,166,470 |
1,176,470 |
1,166,470 |
Effect of dilutive share options issued in excess of those held in the Employee Benefit Trust |
1,099,468 |
- |
- |
Weighted average for the purposed of calculating diluted earnings per share |
15,393,315 |
14,293,847 |
14,293,847 |
|
|
|
|
Basic earnings attributable to equity shareholders |
63 |
50 |
91 |
EPS has been calculated using the following methodology:
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the number of weighted average number of ordinary shares in issue during the period. The number of shares excludes shares held by the Employee Benefit Trust.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. These represent share options granted to employees.
6. Intangible Assets
|
Development costs £000 |
|
COST |
|
|
At 1 February 2009 |
1,705 |
|
Additions - internally developed |
272 |
|
At 1 August 2009 |
1,977 |
|
Additions - internally developed |
296 |
|
At 1 February 2010 |
2,273 |
|
Additions - internally developed |
305 |
|
Additions - acquisition of subsidiary |
374 |
|
At 31 July 2010 |
2,952 |
|
|
|
|
AMORTISATION AND IMPAIRMENT |
|
|
At 1 February 2009 |
271 |
|
Amortisation for the period |
143 |
|
At 1 August 2009 |
414 |
|
Amortisation for the period |
154 |
|
At 1 February 2010 |
568 |
|
Amortisation for the period |
158 |
|
At 31 July 2010 |
726 |
|
|
|
|
CARRYING AMOUNT |
|
|
At 31 July 2010 |
2,226 |
|
At 31 January 2010 |
1,705 |
|
Amortisation of £158k (31/07/09: £143k) has been charged to costs of sales. |
7. Business Combinations
Acquisition of Xtaq Ltd
On 11 March 2010, the Group announced the acquisition of XTAQ Limited, a developer and supplier of business performance measurement software and associated services.
The consideration payable by the Company for XTAQ comprised: £33,333 in cash and the balance by the issue of £142,560 in 5 per cent. Convertible Unsecured Loan Notes 2012 ("Loan Notes"). On the second anniversary of their issue the Loan Notes are repayable or convertible into New Ordinary Shares at a share price of 82.5p. The Company may require holders to convert if, for at least 20 consecutive business days, the average share price of an ordinary share in the Company shall be 82.5p. No premises or property lease liabilities were acquired.
Following completion of the acquisition of XTAQ its employees were granted an aggregate of up to 1,393,938 options to subscribe for new ordinary shares in the Company, at an exercise price of 55p, the closing mid-market price of an ordinary share in the Company on 10 March 2010, being the last business day prior to the acquisition. The number of options that may be exercised will depend, on a sliding scale, on the achievement of pre-determined XTAQ revenue performance in the 12 months ending 31 March 2011 and are subject to a 4 year vesting period from the date of issue.
Founded in 1993 XTAQ was a privately owned business based in Bristol with 8 employees. XTAQ has developed its Nuqleus business performance measurement software which it distributes with support services to deliver improved operational performance and effectiveness. Customers deploy Nuqleus strategically throughout the enterprise or as a point solution to address particular operational management information requirements. XTAQ is currently deploying the latest version of its software product, Nuqleus 3D, and has created long-term relationships with its customers which, typically, use Nuqleus within processing centres, call centres and mobile professional workforces. XTAQ's current customers include Barclaycard, Citibank, GE Capital, Principality Building Society and Royal Bank of Scotland as well as a number of public sector clients.
In the year to 31 March 2009 XTAQ's audited turnover was £0.55 million, on which it incurred a loss before tax of £0.15 million. As at the same date XTAQ had a deficit on net assets of £0.05m.
The trade and net assets of Xtaq Ltd were hived up to the parent company on 1 June 2010.
The book values of the assets and liabilities on acquisition, which the Directors believe to be the fair values were as follows:
|
£'000 |
Property, plant and equipment |
7 |
Trade and other receivables |
148 |
Cash and cash equivalents |
1 |
Trade and other payables |
(115) |
Deferred revenue |
(239) |
Net liabilities acquired |
(198) |
Intangible assets relating to intellectual property on acquisition |
374 |
Consideration |
176 |
|
|
Satisfied by: |
|
Cash |
33 |
5% Loan notes |
143 |
|
176 |
Xtaq Limited contributed £0.14m to Group revenue and £(0.02m) to Group's profit for the period between the date of acquisition and the balance sheet date. If this acquisition had occurred on 1 February 2010 Group revenue would have been £2.48m and Group profit would have been £0.05m.
8. Trade and Other Payables
Trade and other payables are as follows:
|
Unaudited six months to 31 July 2010 |
Unaudited six months to 31 July 2009 |
Audited twelve months to 31 January 2010 |
Payments on account |
16 |
158 |
71 |
Trade payables |
260 |
233 |
303 |
Other tax and social security |
150 |
109 |
176 |
Accruals and deferred income |
1,316 |
1,069 |
619 |
|
1,742 |
1,569 |
1,169 |
9. Availability of announcement
Copies of this announcement are available from the Company's registered office at Dunston Business Village, Stafford Road, Dunston, Stafford, Staffordshire ST18 9AB and from www.eguk.co.uk.
Related Shares:
eg Solutions PLC