24th Oct 2012 07:00
Tangent Communications plc ("Tangent" or the "Company")
Results for the half-year ended 31 August 2012
Highlights
·; Revenues of £12m, up £1m (2011: £11m)
·; Underlying Operating Profit of £0.98m, up £0.03m (2011: £0.95)
·; Basic Earnings per Share of 0.41p, up 0.03p (2011: £0.38)
·; Post period end: Tangent today announces the acquisition of Goodprint UK Limited and a £10 million placing to new and existing shareholders
Chief executive's review
Period Performance
Tangent increased performance in all key measures of revenue, profit before tax and earnings per share. In addition to steady performance across the business lines, printed.com has grown significantly. The past six months has seen a rapid increase in these revenues all derived online.
Gross margins (net of direct cost of sales and direct wages) grew to 57%, up from 52%. This trend is expected to continue as Tangent continues to provide higher quality products and services which derive higher margins. Additional expenditure will be seen in advertising as we move to online channels to generate revenues.
Online
printed.com has a high concentration on performance based advertising to drive customer acquisition. Advertising is expected to remain proportional to revenue growth and totalled £600,000 for the period. Lower proportions of wages or overheads to revenues are characteristic of the online business where operational gearing opportunities are gained by the website's ability to generate and process increasing revenues. Over 50% of transactions are now made via credit card payment or paypal ensuring cash is received well ahead of traditional revenues.
In the short term, the investment in online infrastructure and the build-up of customer numbers for printed.com will generate lower margins as we test and learn to better optimise our product range to meet customer demands. Progress will be measured by KPI's: Revenues, COCA (cost of customer acquisition) and Conversion Rates. These metrics will be published at the full year and then reported on thereafter.
Ravensworth and T/OD sales remained in line with previous periods, yet margins have improved as we have increased our pricing without significant impact on customer numbers or revenues.
Digital
Tangent Snowball continues to attract high calibre engagements with additional contracts picked up with Carlsberg, Richemont Group and TATA in the period. Our contract with Pearson in Australia has seen some reduction and we will monitor the progress of the office closely in the next six months. The investment into our two software products Connect (Enterprise Marketing Solution) and Oscar (e-commerce) has progressed well. We expect released versions to be adopted by clients in the second half of the year. New business canvassing is progressing well and we expect to announce further contracts that have been secured for launch in the second half of the year.
Outlook
The characteristics of the Online business are attractive. Following the successful build-up of our printed.com business, our strategy will drive new and convert existing revenues to this model. The acquisition of Goodprint, which is referred to above, will sit alongside the existing printed.com business to create a multi brand web division. Combined with the continued progress in other parts of the Group, the board remains confident in the Company's future prospects.
Full terms of the acquisition and placing are detailed in the announcement released separately today and in the circular which is available at the Company's website (http://tangentplc.com/reports)
For further information, please contact:
Tangent Communications plc
Timothy Green, CEO 020 7462 6100
Canaccord Genuity Limited
Bruce Garrow, Cameron Duncan, Emma Gabriel 020 7523 8350
Portland Communications 020 7842 0123
Louise Rutter
Half-year
| Half-year
| Year
| ||
ended | ended | ended | ||
31 August
| 31 August
| 29 February
| ||
Consolidated statements of comprehensive income for the half-year ended 31 August 2012
| 2012 | 2011 | 2012 | |
(unaudited) | (unaudited) | (audited) | ||
Notes | £000 | £000 | £000 | |
Revenue | 12,092 | 11,057 | 21,724 | |
Cost of sales | (5,194) | (5,269) | (9,891) | |
Gross profit | 6,898 | 5,788 | 11,833 | |
Operating expenses | (5,855) | (4,827) | (10,195) | |
Share-based payment charges | (65) | (15) | (110) | |
Underlying operating profit | 978 | 946 | 1,528 | |
Non-recurring expense | - | - | (57) | |
Operating profit | 978 | 946 | 1,471 | |
Finance costs | (14) | (8) | (17) | |
Profit before tax | 964 | 938 | 1,454 | |
Tax | (241) | (283) | (414) | |
Profit for the period | 723 | 655 | 1,040 | |
Other comprehensive income | ||||
Exchange differences on translating foreign operations | (5) | 6 | 13 | |
Total comprehensive income for the period | 718 | 661 | 1,053 | |
Earnings per share (pence) | 4 | |||
Basic | 0.41 | 0.38 | 0.59 | |
Diluted | 0.40 | 0.36 | 0.58 | |
The results shown above relate to continuing operations and are attributable to equity shareholders of the company.
Share | Share | Merger | Other | Retained | Total | |
Consolidated statements of changes in equity for the half-year ended 31 August 2012 | capital | premium | Reserve | Reserves | earnings | equity |
£000 | £000 | £000 | £000 | £000 | £000 | |
Half year ended 31 August 2012 | ||||||
At 1 March 2012 | 1,766 | 101 | 1,374 | 2,521 | 15,214 | 20,976 |
Comprehensive income | ||||||
Profit for the period | - | - | - | - | 723 | 723 |
Other comprehensive income | - | - | - | - | (5) | (5) |
Total comprehensive income | - | - | - | - | 718 | 718 |
Transactions with owners | ||||||
Equity dividend | - | - | - | - | (350) | (350) |
Credit to equity for equity-settled | ||||||
share based payments | - | - | - | 5 | - | 5 |
Shares to be issued | - | - | - | 37 | - | 37 |
Total transactions with owners | - | - | - | 42 | (350) | (308) |
At 31 August 2012 | 1,766 | 101 | 1,374 | 2,563 | 15,582 | 21,386 |
Half-year ended 31 August 2011 | ||||||
At 1 March 2011 | 1,748 | 12 | 1,374 | 2,443 | 14,508 | 20,085 |
Comprehensive income | ||||||
Profit for the period | - | - | - | - | 655 | 655 |
Other comprehensive income | - | - | - | - | 6 | 6 |
Total comprehensive income | - | - | - | - | 661 | 661 |
Transactions with owners | ||||||
Equity dividend | - | - | - | - | (347) | (347) |
Credit to equity for equity-settled | ||||||
share based payments | - | - | - | 15 | - | 15 |
Shares to be issued | - | - | - | 38 | - | 38 |
Total transactions with owners | - | - | - | 53 | (347) | (294) |
At 31 August 2011 | 1,748 | 12 | 1,374 | 2,496 | 14,822 | 20,452 |
Year ended 29 February 2012 | ||||||
At 1 March 2011 | 1,748 | 12 | 1,374 | 2,443 | 14,508 | 20,085 |
Comprehensive income | ||||||
Profit for the year | - | - | - | - | 1,040 | 1,040 |
Other Comprehensive income | - | - | - | - | 13 | 13 |
Total comprehensive income | - | - | - | - | 1,053 | 1,053 |
Transactions with owners | ||||||
Equity dividend | - | - | - | - | (347) | (347) |
Credit to equity for equity-settled | ||||||
share based payments | - | - | - | 40 | - | 40 |
Shares to be issued | - | - | - | 107 | - | 107 |
Issue of shares | 18 | 89 | - | (69) | - | 38 |
Total transactions with owners | 18 | 89 | - | 78 | (347) | (162) |
At 29 February 2012 | 1,766 | 101 | 1,374 | 2,521 | 15,214 | 20,976 |
Consolidated balance sheet at 31 August 2012 | 31 August | 31 August | 29 February |
| |
2012 | 2011 | 2012 |
| ||
(unaudited) | (unaudited) | (audited) |
| ||
Notes | £000 | £000 | £000 |
| |
Assets |
| ||||
Non-current assets |
| ||||
Intangible assets - goodwill | 17,028 | 16,397 | 16,865 |
| |
Other intangible assets | 5 | 185 | 14 | 2 | |
Property, plant and equipment | 6 | 2,145 | 1,746 | 2,126 | |
Deferred tax asset | 138 | 132 | 138 |
| |
19,496 | 18,289 | 19,131 |
| ||
Current assets |
| ||||
Inventories | 140 | 110 | 129 |
| |
Trade and other receivables | 5,403 | 5,866 | 5,055 |
| |
Cash and cash equivalents | 1,561 | 2,489 | 1,819 |
| |
7,104 | 8,465 | 7,003 |
| ||
Total assets | 26,600 | 26,754 | 26,134 |
| |
Liabilities |
| ||||
Current liabilities |
| ||||
Borrowings | (181) | (89) | (177) |
| |
Trade and other payables | (3,663) | (4,536) | (3,769) |
| |
Dividend payable | - | (347) | - | ||
Current tax liabilities | (507) | (733) | (383) |
| |
Provisions | 8 | (484) | (358) | (358) | |
(4,835) | (6,063) | (4,687) |
| ||
Non-current liabilities |
| ||||
Borrowings | (379) | (239) | (471) |
| |
Total liabilities | (5,214) | (6,302) | (5,158) |
| |
Net assets | 21,386 | 20,452 | 20,976 |
| |
| |||||
Equity |
| ||||
| |||||
Share capital | 9 | 1,766 | 1,748 | 1,766 | |
Share premium | 101 | 12 | 101 |
| |
Merger reserve | 1,374 | 1,374 | 1,374 |
| |
Other reserves | 2,563 | 2,496 | 2,521 |
| |
Retained earnings | 15,582 | 14,822 | 15,214 |
| |
Total equity - attributable to equity shareholders of the company | 21,386 | 20,452 | 20,976 |
|
Half-year | Half-year | Year | ||
Ended | Ended | Ended | ||
Consolidated statements of cash flows for the half-year ended 31 August 2012 | 31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | ||
(unaudited) | (unaudited) | (audited) | ||
Notes | £000 | £000 | £000 | |
Operating activities | ||||
Cash flow from operations | 10 | 891 | 891 | 1,804 |
Interest paid | (14) | (8) | (17) | |
Tax paid | (117) | - | (489) | |
Net cash inflow from operating activities | 760 | 883 | 1,298 | |
Investing activities | ||||
Payment of contingent consideration | - | - | (361) | |
Purchase of intangible assets | (185) | - | - | |
Purchase of property, plant and equipment | (395) | (280) | (977) | |
Sale of property, plant and equipment | - | 20 | 20 | |
Net cash used in investing activities | (580) | (260) | (1,318) | |
Financing activities | ||||
Dividends paid | 7 | (350) | - | (347) |
Repayment of borrowings | (88) | (68) | (119) | |
New finance leases raised | - | - | 371 | |
Net cash used in financing activities | (438) | (68) | (95) | |
Increase in cash and cash equivalents | (258) | 555 | (115) | |
Cash and cash equivalents at beginning of period | 1,819 | 1,934 | 1,934 | |
Cash and cash equivalents at end of period | 1,561 | 2,489 | 1,819 |
Notes to the financial information
for the half-year ended 31 August 2012
1. Basis of preparation
This consolidated half-yearly financial information, which is condensed and unaudited for the half-year ended 31 August 2012, has been prepared in accordance with the accounting policies which the group expects to adopt in its next annual report and is consistent with those adopted in the consolidated financial statements for the year ended 29 February 2012. These accounting policies are based on the EU-adopted International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations that the group expects to be applicable at that time. This consolidated half-yearly information for the half-year ended 31 August 2012 has been prepared in accordance with IAS 34: Interim Financial Reporting, as adopted by the EU and under the historical cost convention.
Intangible assets accounting policy
At the beginning of the period the following accounting policy in respect of intangible assets became relevant as the group commenced development of its own software platform:
Internally generated assets arising from the group's software developments are recognised only if all the following conditions are met:
·; an asset is created that can be identified;
·; it is probable that the asset created will generate future economic benefit; and
·; the development cost of the asset can be measured reliably
Once development has been completed internally generated intangible assets are amortised on a straight-line basis over their useful lives. No amortisation charge has been included in the period to 31 August 2012 as development has not yet been completed.
The information relating to the half-years ended 31 August 2012 and 31 August 2011 is unaudited and does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. It has, however, been reviewed by the auditors and their report is set out at the end of this document. The comparative figures for the year ended 29 February 2012 have been extracted from the consolidated financial statements, on which the auditors gave an unqualified opinion and did not include a statement under section 498 (2) or (3) of the Companies Act 2006. The annual report and accounts for the year ended 29 February 2012 has been filed with the Registrar of Companies.
The group's financial risk management objectives and policies are consistent with those disclosed in the 2012 annual report and accounts.
The half-yearly report was approved by the board of directors on 23 October 2012. The half-yearly report is available on Tangent's website, www.tangentplc.com, and is being sent to shareholders. Further copies are available at Tangent's registered office, 84-86 Great Portland Street, London W1W 7NR.
Going concern
The directors are satisfied that the group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
2. Operating segments
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. The board reviews revenues and operating profits by segment but assets at a consolidated level. On this basis the group has two reportable segments, Digital and Online (formerly Print), unallocated corporate expenses are shown below under Central.
Digital - Comprises Tangent Snowball
Online - Comprises Ravensworth, printed.com and T/OD (Tangent on Demand).
Central - Central costs relate to the cost of non-executive directors, maintenance of Tangent's stock market listing, and general professional advice together with the share-based payment charge as set out in note 3. Executive directors' costs are allocated to the Digital and Online segments.
2. Operating segments (continued)
Digital | Online | Central | Total | |
£000 | £000 | £000 | £000 | |
Half-year ended 31 August 2012 | ||||
Revenue | 5,891 | 7,238 | - | 13,129 |
Less inter segment sales | (40) | (997) | - | (1,037) |
Revenue from external customers | 5,851 | 6,241 | - | 12,092 |
Results | ||||
Underlying operating profit | 665 | 506 | (193) | 978 |
Non-recurring expense | - | - | - | - |
Operating profit | 665 | 506 | (193) | 978 |
Finance cost | - | (14) | - | (14) |
Profit before tax | 665 | 492 | (193) | 964 |
Tax | (241) | |||
Profit for the period | 723 |
Digital | Online | Central | Total | |
£000 | £000 | £000 | £000 | |
Half-year ended 31 August 2011 | ||||
Revenue | 5,403 | 5,684 | - | 11,087 |
Less inter segment sales | - | (30) | - | (30) |
Revenue from external customers | 5,403 | 5,654 | - | 11,057 |
Results | ||||
Underlying operating profit | 578 | 524 | (156) | 946 |
Non-recurring expense | - | - | - | - |
Operating profit | 578 | 524 | (156) | 946 |
Finance cost | - | (8) | - | (8) |
Profit before tax | 578 | 516 | (156) | 938 |
Tax | (283) | |||
Profit for the period | 655 | |||
Year ended 29 February 2012 | ||||
Revenue | 11,132 | 12,629 | - | 23,761 |
Less inter segment sales | (237) | (1,800) | (2,037) | |
Revenue from external customers | 10,895 | 10,829 | - | 21,724 |
Results | ||||
Underlying operating profit | 1,018 | 822 | (312) | 1,528 |
Non-recurring expense | (173) | 116 | - | (57) |
Operating profit | 845 | 938 | (312) | 1,471 |
Finance cost | - | (17) | - | (17) |
Profit before tax | 845 | 921 | (312) | 1,454 |
Tax | (414) | |||
Profit for the period | 1,040 |
3. Share options and share-based payment charge
The total share-based payment charge for the period was £65,000 (half-year ended 31 August 2011: £15,000 and year ended 29 February 2012: £110,000).
3. Share options and share-based payment charge (continued)
The movements in share options and the corresponding weighted average exercise prices ("WAEP") are summarised below:
Number | WAEP | |
000 | Pence | |
At 1 March 2012 | 14,744 | 4.32 |
At 31 August 2012 | 14,744 | 4.32 |
For the share options outstanding at 31 August 2012 exercise prices ranged between 1p and 13.25p per share and the weighted average remaining contractual life was 3.74 years.
4. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following:
Half-year | Half-year | Year | |
ended | Ended | ended | |
31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | |
£000 | £000 | £000 | |
Profit attributable to shareholders | 723 | 655 | 1,040 |
Number | Number | Number | |
000 | 000 | 000 | |
Weighted average number of shares: | |||
For basic earnings per share | 175,017 | 173,264 | 175,017 |
Adjustment for options outstanding | 4,857 | 4,924 | 3,926 |
Adjustment for contingent shares | 2,368 | 1,753 | 1,753 |
For diluted earnings per share | 182,242 | 179,941 | 180,696 |
Pence | Pence | Pence | |
per share | per share | per share | |
Earnings per share: | |||
Basic | 0.41 | 0.38 | 0.59 |
Diluted | 0.40 | 0.36 | 0.58 |
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. At 31 August 2012 Tangent had two categories of dilutive potential ordinary shares: share options and shares contingently issuable as consideration for an acquisition.
A calculation is performed for the share options to determine the number of shares that could have been acquired at fair value based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares from this calculation is compared with the number of shares that would have been issued assuming the exercise of the options and the difference is deemed to be the number of dilutive shares attributable to share options.
5. Other intangible assets
During the period the group spent £185,000 on internally generated intangible assets, developing proprietary marketing and e-commerce platforms. Investment will continue through the second half of the year and we expect to release and have client adoption by the end of the current financial year. We have invested in the development of our e-commerce shop for printed.com during the period and will continue to do so for in the remainder of this year and in the periods to come.
6. Property, plant and equipment
During the period the group spent £341,000 on additions to plant, equipment and computers to upgrade production facilities with a further £54,000 on improvements to leasehold property.
7. Dividends
Amounts recognised as distributions to equity holders in the period:
Half-year | Half-year | Year | |
ended | ended | Ended | |
31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | |
£000 | £000 | £000 | |
Dividend for the year ended 28 February 2011 of 0.2p per share | - | 347 | 347 |
Dividend for the year ended 29 February 2012 of 0.2p per share | 350 | - | - |
The Tangent employee share ownership trust holds 1,428,340 shares and has waived its right to receive dividends.
The dividend for the year ended 29 February 2012 was approved by shareholders at the annual general meeting on 26 June 2012 and paid on 18 July 2012.
8. Provisions
Provisions are for the cash consideration payable for the acquisition of the entire share capital of The DDG Network Limited together with the business and assets of Double D Management LLP. During the period an additional £126,000 was provided in respect of the final payment of deferred consideration for this acquisition.
9. Share Capital
Allotted and fully paid
Number of ordinary 1p shares | |||
31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | |
000 | 000 | 000 | |
Brought forward | 176,445 | 174,692 | 174,692 |
Issued in the period | - | -- | 1,753 |
Carried forward | 176,445 | 174,692 | 176,445 |
Nominal value | |||
31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | |
£000 | £000 | £000 | |
Brought forward | 1,766 | 1,748 | 1,748 |
Issued in the period | - | - | 18 |
Carried forward | 1,766 | 1,748 | 1,766 |
10. Cash flow from operations
Half-year | Half-year | Year | |
Ended | ended | Ended | |
31 August | 31 August | 29 February | |
2012 | 2011 | 2012 | |
£000 | £000 | £000 | |
Profit before tax for the period | 964 | 938 | 1,454 |
Depreciation and amortisation of non-current assets | 377 | 341 | 672 |
Loss/(profit) on sale of plant and equipment | 1 | (20) | (20) |
Net interest charge | 14 | 8 | 17 |
Net foreign exchange (loss)/gain | (5) | 6 | 13 |
Share-based payment charge | 5 | 15 | 40 |
1,356 | 1,288 | 2,176 | |
Movements in Working Capital | |||
(Increase)/decrease in inventories | (11) | 25 | 6 |
(Increase)/decrease in trade and other receivables | (348) | (508) | 303 |
(Decrease)/increase in trade and other payables | (106) | 86 | (681) |
Cash generated from operations | 891 | 891 | 1,804 |
11. Analysis of net funds
1 March | Cash | 31 August | |
2012 | flows | 2012 | |
£000 | £000 | £000 | |
Cash at bank and in hand | 1,819 | (258) | 1,561 |
Finance Leases | (648) | 88 | (560) |
Net funds | 1,171 | (170) | 1,001 |
12. Contingent Liabilities
In March 2009 Tangent entered an agreement to acquire rights to certain intellectual property from VLM Holdings Limited used to generate digital printing. Under the terms of that agreement all rights would transfer to Tangent following payment of royalties over a three year period from March 2009 to March 2012.
In November 2009 Tangent served notice terminating the agreement following an irremediable breach. VLM Holdings Limited have since disputed the termination and during the financial year instigated proceedings for recovery of royalties (up to £800,000) and recovery of costs (up to £150,000). Tangent's lawyers have advised that they do not consider that the claim has merit and recommended it be contested as such no provision has been made in these financial statements as the directors do not consider that there is any probable liability.
Independent review report by the auditors
for the half-year ended 31 August 2012
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the half-year ended 31 August 2012 which comprises the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet, consolidated statement of cash flows and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting, as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410: Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the half-year ended 31 August 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules for Companies.
UHY Hacker Young LLP
Chartered Accountants
Quadrant House
4 Thomas More Square
London E1W 1YW
23 October 2012
Notes
1. The maintenance and integrity of the Tangent Communications plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the half-yearly report or the auditors' review report since they were initially presented on the website.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.
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