20th Dec 2016 07:00
Appendix 4E
Preliminary Final Report
for the year ended 31 October 2016
eServGlobal Limited
ABN 59 052 947 743
1. Reporting Period
Current reporting period : Financial year ended 31 October 2016
Previous reporting period : Financial year ended 31 October 2015
2. Results (unaudited) for announcement to the market
Results | A$ '000
| ||||||
Revenue
| Down | 16.6% | to | 21,577 | |||
Loss after tax | Down | 32.8% | to | (21,742) | |||
Loss after tax attributable to members | Down | 32.6% | to | (21,938) | |||
| |||||||
Dividends (distributions) | Amount per security | Franked amount per security | |||||
Current period Interim dividend Final dividend
|
Nil ¢ Nil ¢ |
0% 0%
| |||||
Previous corresponding period Interim dividend Final dividend
|
Nil ¢ 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 year of $21.6 million (2015: $25.9 million).
Earnings before interest, tax, depreciation and amortisation and goodwill impairment ("EBITDA") was a loss of $11.0 million, inclusive of foreign exchange gains of $3.6 million (2015: EBITDA loss of $22.9 million inclusive of foreign exchange gains of $0.9 million).
The net result of the consolidated entity for the year to 31 October 2016 was a loss after tax and minority interest for the year of $21.7 million (2015: loss after tax and minority interest of $32.4 million). Included in this result was an income tax expense of $0.6 million (2015: income tax expense of $2.1 million). Loss per share was 6.0 cents (2015: loss per share 12.3 cents).
The operating cash flow for the year was a net outflow of $12.0 million (2015: net outflow $15.7 million). Total cash flow for the period was a net inflow of $5.5 million inclusive of net proceeds from the issue of shares of $18.3 million and proceeds from borrowings of $6.8 million, offset by payment of debt restructuring costs of $3.3 million and repayment of borrowings of $4 million (2015: net inflow of $1.0 million inclusive of net proceeds from the issue of shares of $5.5m and proceeds from borrowings of $15.5m). Cash at 31 October 2016 was $9.4 million.
Subsequent Events
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. |
3. Consolidated statement of profit or loss and other comprehensive income
| Note | Year Ended 31 Oct 2016 $'000 | Year Ended 31 Oct 2015 $'000 |
Revenue | 21,577 | 25,866 | |
Cost of sales | (15,490) | (20,608) | |
Gross profit | 6,087 | 5,258 | |
Fair value gain on derivative financial liability | - | 1,280 | |
Foreign exchange gain | 3,621 | 883 | |
Research and development expenses | (1,284) | (931) | |
Sales and marketing expenses | (5,612) | (7,008) | |
Administration expenses | (9,148) | (18,522) | |
Share of loss of associate | (4,638) | (3,831) | |
Earnings before interest, tax,depreciation, amortisation and goodwill impairment | (10,974) | (22,871) | |
Amortisation expense | (2,970) | (1,883) | |
Depreciation expense | (87) | (137) | |
Impairment of goodwill | - | (4,002) | |
Earnings before interest and tax | (14,031) | (28,893) | |
Finance cost | 6 | (7,115) | (1,356) |
| |||
Loss before tax | (21,146) | (30,249) | |
Income tax expense | (596) | (2,125) | |
Loss for the year | (21,742) | (32,374) | |
Other comprehensive income/(loss) | |||
Items that may be reclassified subsequently to profit or loss: | |||
Exchange differences arising on the translation of foreign operations (nil tax impact) | (2,910) | 4,297 | |
Total comprehensive (loss)/income for the year | (24,652) | (28,077) | |
Loss attributable to: | |||
Equity holders of the parent | (21,938) | (32,540) | |
Non-controlling interest | 196 | 166 | |
(21,742) | (32,374) | ||
Total comprehensive (loss)/income attributable to: | |||
Equity holders of the parent | (24,813) | (28,265) | |
Non-controlling interest | 161 | 188 | |
(24,652) | (28,077) | ||
Loss per share: | |||
Basic (cents per share) | (6.0) | (12.3) | |
Diluted (cents per share) | (6.0) | (12.3) |
4. Consolidated statement of financial position
Note | 31 Oct 2016 $'000 | 31 Oct 2015 $'000 | |
Current Assets | |||
Cash and cash equivalents | 7 | 9,375 | 4,976 |
Trade receivables and work in progress | 8 | 14,939 | 21,586 |
Other current assets | 9(a) | 3,037 | 8,160 |
Inventories | 72 | 66 | |
Current tax assets | 817 | 107 | |
Total Current Assets | 28,240 | 34,895 | |
Non-Current Assets Investment in associate | 13 | 24,986 | 31,473 |
Property, plant and equipment | 32 | 84 | |
Trade receivables | 8 | 1,596 | - |
Deferred tax assets | 1,062 | 976 | |
Other intangible assets - capitalised software development | 5,598 | 6,939 | |
Other non-current assets | 9(b) | - | 3,456 |
Total Non-Current Assets | 33,274 | 42,928 | |
Total Assets | 61,514 | 77,823 | |
Current Liabilities | |||
Trade and other payables | 11 | 11,488 | 19,619 |
Borrowings | 12 | - | 3,000 |
Current tax payables | 280 | 235 | |
Provisions | 1,009 | 1,380 | |
Deferred revenue | 1,692 | 1,286 | |
Total Current Liabilities | 14,469 | 25,520 | |
Non-Current Liabilities | |||
Borrowings | 12 | 11,759 | 16,531 |
Other financial liabilities | 10 | - | 2,058 |
Provisions | 890 | 943 | |
Total Non-Current Liabilities | 12,649 | 19,532 | |
Total Liabilities | 27,118 | 45,052 | |
Net Assets | 34,396 | 32,771 | |
| |||
Equity | |||
Issued capital | 5 | 142,276 | 116,074 |
Reserves | 5 | (2,626) | 174 |
Accumulated Losses | (105,827) | (83,889) | |
Parent entity interest | 33,823 | 32,359 | |
Non-controlling interest | 573 | 412 | |
Total Equity | 34,396 | 32,771 |
5. Consolidated statement of changes in equity
Issued Capital $'000 | Foreign Currency Translation Reserve $'000 | Share Based Payments Reserve $'000 | Accumu-lated Losses $'000 | Attributable to owners of the parent $'000 | Non-controlling Interest $'000 | Total $'000 | |
Balance at 1 November 2015 | 116,074 | (2,791) | 2,965 | (83,889) | 32,359 | 412 | 32,771 |
(Loss)/Profit for the year | - | - | - | (21,938) | (21,938) | 196 | (21,742) |
Exchange differences arising on translation of foreign operations | - | (2,875) | - | - | (2,875) | (35) | (2,910) |
Total comprehensive loss for the year (net of tax) | - | (2,875) | - | (21,938) | (24,813) | 161 | (24,652) |
Issue of new shares (Note 5.1) | 26,202 | - | - | - | 26,202 | - | 26,202 |
Equity settled payments | - | - | 75 | - | 75 | - | 75 |
Balance at 31 October 2016 | 142,276 | (5,666) | 3,040 | (105,827) | 33,823 | 573 | 34,396 |
Balance at 1 November 2014 | 110,574 | (7,066) | 2,911 | (51,349) | 55,070 | 224 | 55,294 |
(Loss)/Profit for the year | - | - | - | (32,540) | (32,540) | 166 | (32,374) |
Exchange differences arising on translation of foreign operations | - | 4,275 | - | - | 4,275 | 22 | 4,297 |
Total comprehensive loss for the year (net of tax) | - | 4,275 | - | (32,540) | (28,265) | 188 | (28,077) |
Issue of new shares (Note 5.1) | 5,500 | - | - | - | 5,500 | - | 5,500 |
Equity settled payments | - | - | 54 | - | 54 | - | 54 |
Balance at 31 October 2015 | 116,074 | (2,791) | 2,965 | (83,889) | 32,359 | 412 | 32,771 |
5.1 Issue of new shares
During the current year, the company issued a total of 374,409,944 shares (2015: 10,000,000), for proceeds of $26.202 million net of expenses (2015: $5.5 million). The shares were issued through private placement and open offer (non-renounceable rights issue) to shareholders as permitted under Australian and UK law at the issue price of $0.08 (4 pence) per share.
Reconciliation of new shares issued: | 31 October 2016 |
$'000 | |
Gross cash proceeds from issue of shares | 19,609 |
Borrowings converted to equity (i) | 7,940 |
27,549 | |
Less: Share issue costs | (1,347) |
Net proceeds of share capital issued | 26,202 |
(i) 110,141,050 shares were issued at 4 pence to the lenders Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited as part of the debt restructure. Total of $7.94 million of the existing loan was converted to equity. Refer Note 12 for details on debt restructure.
6. Finance Costs
| Year Ended 31 Oct 2016 $'000 | Year Ended 31 Oct 2015 $'000 | |
Bank borrowings - interest | 90 | 214 | |
Other entities - interest | 124 | 164 | |
Shareholder loans: |
| ||
- Interest | 1,781 | 617 | |
- Amortisation of establishment costs and premium | 413 | 225 | |
- Amortisation of prepaid share option cost associated with the loan | 453 | 136 | |
- Debt restructure fees | 3,250 | - | |
- Loss on extinguishment of borrowings | 1,004 | - | |
|
| ||
7,115 | 1,356 | ||
7. Consolidated statement of cash flows
Year Ended 31 Oct 2016 $'000 | Year Ended 31 Oct 2015 $'000 | ||
Cash Flows from Operating Activities | |||
Receipts from customers | 18,320 | 21,244 | |
Payments to suppliers and employees | (29,470) | (33,374) | |
Refund of research & development tax credits | 438 | - | |
Interest and other finance cost paid | (175) | (426) | |
Income tax paid | (1,159) | (3,148) | |
Net cash used in operating activities | (12,046) | (15,704) | |
Cash Flows From Investing Activities | |||
Escrow proceeds from HomeSend business divestment | 5,133 | - | |
Investment in HomeSend joint venture company | (3,905) | (1,350) | |
Payment for property, plant and equipment | (35) | (163) | |
Software development costs | (1,548) | (2,758) | |
Net cash used in investing activities | (355) | (4,271) | |
Cash Flows From Financing Activities | |||
Proceeds from issue of shares | 19,609 | 5,788 | |
Payment for share issue costs | (1,347) | (288) | |
Payment of debt restructuring costs | (3,250) | - | |
Proceeds from borrowings | 6,834 | 15,457 | |
Repayment of borrowings | (3,980) | - | |
Net cash provided by financing activities | 17,866 | 20,957 | |
Net increase in Cash and Cash Equivalents | 5,465 | 982 | |
Cash At The Beginning Of The Year | 4,976 | 3,679 | |
Effects of exchange rate changes on the balance of cash held in foreign currencies | (1,066) | 315 | |
Cash and Cash Equivalents At The End Of The Year | 9,375 | 4,976 |
| 7.1 Notes to the consolidated statement of cash flows
| |||||
31 Oct 2016$'000 | 31 Oct 2015$'000 | |||||
| a) Reconciliation of cash | |||||
| Cash and cash equivalents | 9,375 | 4,976 | |||
|
Year Ended 31 Oct 2016 $'000 | Year Ended 31 Oct 2015 $'000 | |||
b) Reconciliation of loss for the year to net cash flows from operating activities | ||||
Loss for the year | (21,742) | (32,374) | ||
Depreciation of non-current assets | 87 | 137 | ||
Amortisation of non-current assets | 2,969 | 1,883 | ||
Foreign exchange (gain)/loss, including changes in foreign currency net assets and liabilities | (4,020) | 370 | ||
Equity settled share-based payments | 75 | 54 | ||
Non-cash finance cost | 3,651 | 977 | ||
Non-operating finance cost | 3,250 | - | ||
Share of loss of associate | 4,638 | 3,831 | ||
Fair value gain on derivative financial liability | - | (1,280) | ||
(Increase)/decrease in current income tax balances | (666) | (1,798) | ||
(Increase)/decrease in deferred tax balances | (86) | 726 | ||
Impairment of goodwill | - | 4,002 | ||
Impairment loss recognised on trade receivables and work in progress | (377) | 7,193 | ||
Changes in net assets and liabilities: | ||||
(Increase)/decrease in assets: | ||||
- Trade receivables, work in progress and other assets | 1,938 | (4,825) | ||
- Inventories | (6) | 106 | ||
Increase/(decrease) in liabilities: | ||||
- Trade and other payables | (1,792) | 4,840 | ||
- Provisions | (371) | 284 | ||
- Other liabilities | 406 | 170 | ||
Net cash used in operating activities | (12,046) | (15,704) |
8. Trade receivables and work in progress
31 October 2016 $'000 | 31 October 2015 $'000 | |||||
(a) Current trade receivables and work in progress | ||||||
Trade receivables | 8,715 | 17,029 | ||||
Less : Allowance for doubtful debts | (3,733) | (5,514) | ||||
| 4,982 | 11,515 | ||||
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|
| ||||
Work in progress | 14,723 | 13,433 | ||||
Less : Allowance for non-recoverability and losses | (4,766) | (3,362) | ||||
| 9,957 | 10,071 | ||||
|
|
| ||||
| 14,939 | 21,586 | ||||
|
|
| ||||
Trade receivables | 1,596 | - |
9. Other assets
31 October 2016 $'000 | 31 October 2015 $'000 | ||
(a) Current | |||
Deferred sales proceeds held in escrow account (i) | - | 5,343 | |
Prepayments | 1,149 | 1,117 | |
Deposits and other current assets | 1,888 | 1,700 | |
| 3,037 | 8,160 |
(b) Non-current | |||
Unamortised loan facility cost (ii) | - | 3,456 | |
| - | 3,456 |
(i) Escrow funds were released on 3 April 2016.
(ii) Unamortised loan facility cost as at 31 October 2015 included loan establishment cost (net of amortisation) of $0.334 million and fair value of share options issued associated with the loan (net of amortisation) of $3.122 million. On 6 June 2016, the terms of the existing loan were substantially modified under a Deed of Debt and Capital Restructure ("Deed") between the Company and its lenders Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited. Under the terms of the Deed the existing loans were replaced by a new loan facility and the share options associated with the existing loans were cancelled. Refer Note 12 for details.
The total unamortised facility costs have been written off as a result of the extinguishment and derecognition of the existing loan.
10. Other financial liabilities
Derivative financial liability of $2.058 million in the prior year in relation to the fair value of options granted by the Company in connection with the shareholder loans from Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited were derecognised upon the cancellation of the options as part of the loan restructure on 6 June 2016. Refer Note 12 for details.
11. Trade and other payables
31 October 2016 $'000 | 31 October 2015 $'000 | |
Trade payables | 1,768 | 5,108 |
Balance due on partly paid shares subscribed in associate company (i) | - | 4,059 |
Accruals and other payables | 9,720 | 10,452 |
| 11,488 | 19,619 |
(i) The balance due on the partly paid shares in the HomeSend joint venture company of 2.625 million Euros ($4.059 million) was paid on 3 April 2016.
12. Borrowings
31 October 2016 $'000 | 31 October 2015 $'000 | ||
| Interest bearing secured loans |
|
|
| Current (i) | - | 3,000 |
| Non-current (ii) | 11,759 | 16,531 |
|
| 11,759 | 19,531 |
| (i) The National Australia Bank loan of $3 million was repaid in full on 23 March 2016.
(ii) On 6 June 2016, the Company entered into a Deed of Debt and Capital Restructure ("Deed") with its lenders Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited. Under the terms of the Deed, the existing loan facility was replaced by a new loan of $11.2 million (GBP 7 million) accruing compound interest of 1% per month. Total of $7.94 million (GBP 4.4 million) of the existing loan was converted to equity and a total 47,866,107 share options associated with the existing loans were cancelled by the lenders. Debt restructure fee of $3.25 million (GBP 1.8 million) was paid to the lenders. The new loan including accrued interest is due for repayment in June 2019.
|
13. Investment in associate
Details of the material investment in associate at the end of the reporting period are as follows:
Name of associate | Principal activity | Place of incorporation and principal place of business | Proportion of ownership interest and voting rights held by the Group | |
31 October 2016 | 31 October 2015 | |||
Homesend SCRL (i) | Provision of international mobile money services | Brussels, Belgium | 35% | 35% |
(i) HomeSend SCRL was formed on 3 April 2014. The directors have determined that the Group exercises significant influence over HomeSend SCRL by virtue of its 35% voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of directors of that company. The associate is accounted for using the equity method.
14. Net Tangible Assets per security
31 October 2016
| 31 October 2015 | |
Net tangible assets per security | 4.5 cents | 10 cents |
15. 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: Current year |
Nil |
N/A |
N/A |
N/A |
N/A |
Previous year |
Nil |
N/A |
N/A |
N/A |
N/A |
There are no Dividend Reinvestment Plans.
16. Control gained over entities
N/A
16.1 Loss of control over entities
N/A
17. Subsequent Events
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
18. Commentary on Results for the Period
Refer to the explanation of results in Section 2.
19. Accounts
This report is based on accounts which are in the process of being audited.
Director
Print name: JOHN CONOLEY Date: 20 December 2016
Related Shares:
Wameja Di