30th Aug 2011 07:00
Appendix 4E
Preliminary Final Report
for the year ended 30 June 2011
eServGlobal Limited
ABN 59 052 947 743
1. Reporting Period
Current reporting period : Financial Year Ended 30 June 2011
Previous reporting period : Financial Year Ended 30 June 2010
2. Results (unaudited) for announcement to the market
Results | A$ '000
| ||||||
Revenue
| Down | 45.1% | to | $42,808 | |||
Profit after tax | Up | >100% | to | $39,159 | |||
Profit after tax attributable to members | Up | >100% | to | $39,011 | |||
Dividends (distributions) | Amount per security | Franked amount per security | |||||
Current period Interim dividend declared Final dividend paid
|
Nil ¢ Nil ¢ |
0% 0%
| |||||
Previous corresponding period Interim dividend declared Final dividend paid
|
Nil ¢ ¢ |
0% 0% | |||||
Record date for determining entitlements to the dividend. | N/A | ||||||
Brief explanation of the figures above
The consolidated entity achieved sales revenue for the period of $42.8M (2010 $78.0M) - a decrease of 45.1%. This decrease in revenue was forecast and was a consequence of the completion of the sale of the USP business and assets to Oracle on August 3 2010.
The EBITDA profit was $52.2M (2010 EBITDA loss $20.6M). The net result of the consolidated entity for the full year ended 30 June 2011 was a profit after tax and minority interest for the period of $39.2M (2010 loss after tax and minority interest $32.3M). Profit per share was 19.8 cents (2010: loss per share: 16.5 cents).
In accordance with the group's accounting policies, development expenditure incurred during the period of $1.4M (2010: $2.2M) was capitalised in the Statement of Financial Position. This expenditure related to internally generated software comprising the HomeSend platform.
Foreign exchange losses for the year totalled $1.5M (2010: Foreign exchange loss of $3.0M).
The operating cash flow for the period was a net outflow of $9.6M primarily resulting from the settlement of termination payments to departing employees. Total cash flow for the period was a net inflow of $58.7M with net proceeds received of $73.3M (net of disposal related costs) following the disposal of the USP business and assets. Cash at 30 June 2011 was $60.8M.
Subsequent Events Claim from Oracle On 26 May 2010, eserv Global Limited entered into a conditional agreement to sell its USP assets and undertakings to Oracle Australia Pty Limited. The sale was completed on 3 August 2010. The total proceeds on sale were $103.0 million of which $79.4 million were received on 4 August 2010 and the balance of $23.6 million is held in escrow in an interest bearing account for a period of 2 years from completion date. $11.8 million of the sales proceeds excluding accrued interest income held in escrow was due for release on 3 August 2011 and the remaining balance of sales proceeds of $11.8 million excluding interest is due to be released from escrow on 3 August 2012. On 30 July 2011 eServGlobal received notification from Oracle claiming that it has or anticipates incurring losses in connection with three alleged joint customer billing issues and is entitled to be indemnified by eServGlobal pursuant to the transaction agreements in connection with these losses. Oracle has claimed against the escrow fund in connection with these losses for the amount of $11.5 million.
eServGlobal strongly disagrees with the claims made and considers these claims largely unsubstantiated. eServGlobal has lodged an objection and intends to vigorously defend these claims.
The second and final escrow payment of $11.8 million excluding interest is due to be released by the escrow agent in August 2012. This balance is also subject to indemnification provisions within the transaction agreements. However, at the date of this report, the Directors are not aware of any other matter or circumstance other than that referred to above that has arisen since the end of the financial year that would affect the full receipt of the second and final escrow payment.
Shareholder Distribution
On 8 August 2011, the Company's shareholders approved a return to shareholders after the completion of the sale of the Company's USP assets to Oracle.
On 23rd August 2011 a total of $0.29 per share was distributed by way of a capital return of $0.16854 per share and a special dividend of $0.12146 per share (franked amount $0.083 per share).
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3. Consolidated statement of comprehensive income
| Year Ended 30 June 2011 $'000 | Year Ended 30 June 2010 $'000 | |
Revenue | 42,808 | 78,015 | |
Cost of sales | (19,452) | (43,427) | |
Gross profit | 23,356 | 34,588 | |
Gain on disposal of business | 69,340 | - | |
Interest income | 3,975 | - | |
Research and development expenses | (5,311) | (9,992) | |
Sales and marketing expenses | (8,755) | (13,908) | |
Administration expenses | (30,432) | (31,262) | |
Earnings/(Loss) before interest expense, tax,depreciation and amortisation | 52,173 | (20,574) | |
Amortisation expense | (5,493) | (6,877) | |
Depreciation expense | (1,377) | (2,685) | |
Earnings/(Loss) before interest expense and tax | 45,303 | (30,136) | |
Finance costs | (162) | (355) | |
Profit/(Loss) before tax | 45,141 | (30,491) | |
Income tax expense | (5,982) | (1,795) | |
Profit/(Loss) for the period | 39,159 | (32,286) | |
Other comprehensive (loss) income | |||
Exchange differences arising on the translation of foreign operations | (1,070) | (5,813) | |
Total comprehensive income/(loss) for the period | 38,089 | (38,099) | |
Profit/(Loss) attributable to: | |||
Equity holders of the parent | 39,011 | (32,443) | |
Non controlling interest | 148 | 157 | |
39,159 | (32,286) | ||
Total comprehensive income/(loss) attributable to: | |||
Equity holders of the parent | 37,952 | (38,229) | |
Non controlling interest | 137 | 130 | |
38,089 | (38,099) | ||
Profit/(Loss) per share: | |||
Basic (cents per share) | 19.8 | (16.5) | |
Diluted (cents per share) | 19.8 | (16.5) |
4. Consolidated statement of financial position
30 June 2011 $'000 | 30 June 2010 $'000 | ||
Current Assets | |||
Cash and cash equivalents | 60,820 | 2,225 | |
Trade and other receivables | 33,722 | 31,143 | |
Inventories | 279 | 853 | |
Current tax assets | 90 | 4,897 | |
94,911 | 39,118 | ||
Assets classified as held for sale | - | 27,528 | |
Total Current Assets | 94,911 | 66,646 | |
Non-Current Assets | |||
Property, plant and equipment | 1,841 | 3,071 | |
Deferred tax assets | 4,937 | 1,907 | |
Goodwill | 6,499 | 6,820 | |
Other receivables | 12,208 | - | |
Other intangible assets | 8,012 | 12,727 | |
Total Non-Current Assets | 33,497 | 24,525 | |
Total Assets | 128,408 | 91,171 | |
Current Liabilities | |||
Trade and other payables | 16,195 | 13,349 | |
Borrowings | - | 5,794 | |
Current tax payables | 6,741 | 535 | |
Provisions (employee benefits) | 7,024 | 4,123 | |
Other (Deferred revenue) | 2,122 | 5,268 | |
32,082 | 29,069 | ||
Liabilities directly associated with assets classified as held for sale | - | 750 | |
Total Current Liabilities | 32,082 | 29,819 | |
Non-Current Liabilities | |||
Deferred tax liabilities | 1,068 | 4,083 | |
Provisions (employee benefits) | 448 | 505 | |
Total Non-Current Liabilities | 1,516 | 4,588 | |
Total Liabilities | 33,598 | 34,407 | |
Net Assets | 94,810 | 56,764 | |
| |||
Equity | |||
Issued capital | 123,946 | 123,946 | |
Reserves | (2,390) | (1,566) | |
Accumulated Losses | (26,770) | (65,781) | |
Parent entity interest | 94,786 | 56,599 | |
Non controlling interest | 24 | 165 | |
Total Equity | 94,810 | 56,764 |
5. Consolidated statement of changes in equity
Issued Capital $'000 | Foreign Currency Translation Reserve $'000 | Employee equity-settled benefits Reserve $'000 | Retained Earnings (Accumu-lated Losses) $'000 | Attributable to owners of the parent $'000 | Non controlling Interest $'000 | Total $'000 | |
Consolidated | |||||||
Balance at 1 July 2010 | 123,946 | (2,463) | 897 | (65,781) | 56,599 | 165 | 56,764 |
Profit/(Loss) for the period | - | - | - | 39,011 | 39,011 | 148 | 39,159 |
Exchange differences arising on translation of foreign operations | - | (1,059) | - | - | (1,059) | (11) | (1,070) |
Total comprehensive income for the period | - | (1,059) | - | 39,011 | 37,952 | 137 | 38,089 |
Distribution to non-controlling interest | - | - | - | - | - | (278) | (278) |
Equity settled payments | - | - | 235 | - | 235 | - | 235 |
Balance at 30 June 2011 | 123,946 | (3,522) | 1,132 | (26,770) | 94,786 | 24 | 94,810 |
Balance at 1 July 2009 | 123,946 | 3,323 | 1,088 | (33,338) | 95,019 | 35 | 95,054 |
Profit/(Loss) for the period | - | - | - | (32,443) | (32,443) | 157 | (32,286) |
Exchange differences arising on translation of foreign operations | - | (5,786) | - | - | (5,786) | (27) | (5,813) |
Total comprehensive (loss) for the period | - | (5,786) | - | (32,443) | (38,229) | 130 | (38,099) |
Equity settled payments | - | - | (191) | - | (191) | - | (191) |
Balance at 30 June 2010 | 123,946 | (2,463) | 897 | (65,781) | 56,599 | 165 | 56,764 |
6. Consolidated statement of cash flows
Year Ended 30 June 2011 $'000 | Year Ended 30 June 2010 $'000 | ||
Cash Flows from Operating Activities | |||
Receipts from customers | 49,739 | 108,521 | |
Payments to suppliers and employees | (60,164) | (122,651) | |
Interest and other finance cost paid | (162) | (355) | |
Income tax refunded | 1,022 | 1,444 | |
Net cash used in operating activities | (9,565) | (13,041) | |
Cash Flows From Investing Activities | |||
Proceeds from disposal of assets, net of transaction cost | 73,335 | - | |
Interest received | 2,947 | - | |
Payment for property, plant and equipment | (580) | (2,214) | |
Software development costs | (1,364) | (2,195) | |
Net cash provided by (used in) investing activities | 74,338 | (4,409) | |
Cash Flows From Financing Activities | |||
Dividends paid | (278) | - | |
Net cash (used in) financing activities | (278) | - | |
Net Increase/(decrease) In Cash and Cash Equivalents | 64,495 | (17,450) | |
Cash At The Beginning Of The Period | (3,569) | 14,135 | |
Effects of exchange rate changes on the balance of cash held in foreign currencies | (106) | (254) | |
Cash and Cash Equivalents At The End Of The Period | 60,820 | (3,569) |
| 6.1 Notes to the consolidated statement of cash flows
| |||||
2011$'000 | 2010$'000 | |||||
| a) Reconciliation of cash | |||||
| Cash and cash equivalents | 60,820 | 2,225 | |||
|
2011$'000 | 2010$'000 | |||||
b) Reconciliation of profit (loss) for the year to net cash flows from operating activities | ||||||
Profit/(Loss) for the year | 39,159 | (32,286) | ||||
Interest received | (3,975) | - | ||||
Depreciation of non-current assets | 1,377 | 2,685 | ||||
Amortisation of non-current assets | 5,493 | 6,877 | ||||
Loss/(profit) on disposal of non-current assets | 533 | 62 | ||||
Equity settled share-based payments | 235 | (191) | ||||
Gain on disposal of business | (69,340) | - | ||||
Increase/(decrease) in current income tax balances | 11,013 | 2,076 | ||||
Increase/(decrease) in deferred tax balances | (6,045) | (2,934) | ||||
Changes in net assets and liabilities, net of effects from acquisition of businesses: | ||||||
- (Increase)/decrease in assets: | ||||||
- Receivables | 8,889 | 32,166 | ||||
- Inventories | 574 | (231) | ||||
Increase/(decrease) in liabilities: | ||||||
- Trade payables | 2,791 | (18,594) | ||||
- Provisions | 2,914 | (1,229) | ||||
- Other liabilities | (3,183) | (1,442) | ||||
Net cash used in operating activities | (9,565) | (13,041) |
2011$'000 | 2010$'000 | |||||
| c) Gain on disposal of business | |||||
| Consideration received (i) | 103,055 | - | |||
| Net assets disposed | (27,620) | - | |||
| Disposal related costs | (6,095) | - | |||
| 69,340 | - | ||||
| ||||||
| (i) Consideration received | |||||
| Cash consideration received | 79,439 | - | |||
| Deferred sales proceeds (note 11) | 23,616 | - | |||
| Total consideration received | 103,055 | - | |||
|
7. Net Tangible Assets per security
June 2011
| June 2010 | |
Net tangible assets per security | 40.8 cents | 5.3 cents |
8. Dividends
Amount | Amount per security | Franked amount per security at 30% tax | Amount per security of foreign source dividend | Date paid/ payable | |
Interim dividend: Current year |
Nil |
N/A |
N/A |
N/A |
N/A |
Previous year |
Nil |
N/A |
N/A |
N/A |
N/A |
Final dividend paid in respect of previous financial year:
Current period: Final dividend
Previous corresponding period: Final dividend
|
Nil
Nil
|
N/A
N/A
|
N/A
N/A |
N/A
N/A |
N/A
N/A |
There are no Dividend Reinvestment Plans.
9. Control gained over entities
N/A
9.1 Loss of control over entities
N/A
10. Details of associates and joint venture entities
Name of entity | Percentage of ownership interest held at end of period | Aggregate share of net profit (loss) contributed to the reporting entity | ||
Current period | Previous corresponding period | Current period
$A'000 | Previous corresponding period $A'000 | |
Total | N/A | N/A | N/A | N/A |
11. Subsequent Events
Claim from Oracle
On 26 May 2010, eserv Global Limited entered into a conditional agreement to sell its USP assets and undertakings to Oracle Australia Pty Limited. The sale was completed on 3 August 2010. The total proceeds on sale were $103.0 million of which $79.4 million were received on 4 August 2010 and the balance of $23.6 million is held in escrow in an interest bearing account for a period of 2 years from completion date. $11.8 million of the sales proceeds excluding accrued interest income held in escrow was due for release on 3 August 2011 and the remaining balance of sales proceeds of $11.8 million excluding interest is due to be released from escrow on 3 August 2012.
On 30 July 2011 eServGlobal received notification from Oracle claiming that it has or anticipates incurring losses in connection with three alleged joint customer billing issues and is entitled to be indemnified by eServGlobal pursuant to the transaction agreements in connection with these losses. Oracle has claimed against the escrow fund in connection with these losses for the amount of $11.5 million.
eServGlobal strongly disagrees with the claims made and considers these claims largely unsubstantiated. eServGlobal has lodged an objection and intends to vigorously defend these claims.
The second and final escrow payment of $11.8 million excluding interest is due to be released by the escrow agent in August 2012. This balance is also subject to indemnification provisions within the transaction agreements. However, at the date of this report, the Directors are not aware of any other matter or circumstance other than that referred to above that has arisen since the end of the financial year that would affect the full receipt of the second and final escrow payment.
Shareholder Distribution
On 8 August 2011, the Company's shareholders approved a return to shareholders after the completion of the sale of the Company's USP assets to Oracle.
On 23rd August 2011 a total of $0.29 per share was distributed by way of a capital return of $0.16854 per share and a special dividend of $0.12146 per share (franked amount $0.083 per share).
12. Commentary on Results for the Period
Refer to the explanation of results in Section 2.
13. Accounts
This report is based on accounts which are in the process of being audited.
Director
CRAIG HALLIDAY Date: 30 August 2011
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