Tracsis PLC TRCS Final Results

  Tracsis PLC (TRCS) - Final Results

RNS Number : 8934P
Tracsis PLC
31 October 2012

                                 Tracsis plc


                Final Results for the year ended 31 July 2012


                               31 October 2012


Tracsis plc ("Tracsis" or the "Company" and with its subsidiaries the "Group")
(AIM: TRCS), a  leading developer  and consolidator  of resource  optimisation 
software,  condition  monitoring  technology,  and  consultancy  services   to 
passenger transport  industries,  is pleased  to  announce its  audited  final 
results for the year ended 31 July 2012.

Financial Highlights:

· Revenues increased 112% to £8.7m (2011: £4.1m)

· Adjusted EBITDA* increased 164% to £3.3m (2011: £1.2m)

· Profit before tax increased 169% to £3.0m (2011: £1.1m)

· Cash balances up by £2.9m to £7.6m (2011: £4.7m)

· Early  settlement of  deferred  consideration in  respect of  the  MPEC 

· Final dividend proposed  of 0.35p per share.  Interim dividend of  0.2p 
per share paid during the year, hence full year dividend of 0.55p

* Earnings before finance income, tax, depreciation, amortisation, exceptional
items and share-based payment charges

Operational Highlights:

· Several new contract wins across the Group

·  Continued  uptake  and  demand  for  the  MPEC  condition   monitoring 

· First sales  of TRACS-RS, a  new software product  which aids with  the 
process of rolling stock vehicle planning

· Sustained involvement  with UK rail  refranchising where Tracsis  works 
with a variety of transport operating groups

·  COMPASS  software  product  completed  a  major  system  delivery   in 

· Several key projects delivered across Northern Europe and Australasia

John McArthur, Chief Executive Officer, commented:

"We are once again  delighted with the performance  of the Group, with  strong 
growth in both revenue and profitability. Looking ahead, we remain well placed
to address  the needs  of  the transportation  industry -  primarily  removing 
extraneous resourcing  costs  plus  improving  service  delivery  and  network 
robustness. There is  a significant growth  opportunity available to  Tracsis 
both in the UK market and overseas  and we will address this both  organically 
and through acquisitions as appropriate."


John McArthur, Tracsis plc                         Tel: 0845 125 9162
Katy Mitchell, WH Ireland Limited                  Tel: 0113 394 6618
Rebecca Sanders Hewett/Jenny Bahr, Redleaf Polhill Tel: 0207 566 6720



Chairman's and Chief Executive Officer's Report


We are pleased to report on a further period of substantial growth for Tracsis
plc, our fifth in  a row since  joining AIM and  a year that  has been a  step 
change in the size, profitability and maturity of the Group.

Originally a niche software play, Tracsis has now developed a diverse range of
complementary software, hardware  and services,  all of which  are focused  on 
delivering demonstrable  performance  improvements to  our  transport  clients 
whether that  be  in reducing  direct  cost, improving  service  delivery  and 
compliance, or increasing overall network performance.

The Group works with almost all  of the leading passenger transport  companies 
within the  UK  such  as  Arriva, First  Group,  Go-Ahead,  National  Express, 
Stagecoach, and Virgin. Given these credentials  we now stand on the cusp  of 
breaking into overseas markets with several key projects having been delivered
in the past 12 months across  Northern Europe and Australasia. Our  successes 
have led to Tracsis  now employing close  to 50 full time  staff and over  200 
contractors working across three UK offices.

Moreover, looking at pure financial metrics,  in less than five years we  have 
grown revenues from less than £1m at IPO to £8.7m this year whilst  generating 
£3.3m Adjusted EBITDA*.  This is a  business that has  delivered during  some 
spectacularly tough times none more so than in the current year.

* Earnings before finance income, tax, depreciation, amortisation, exceptional
items and share-based payment charges

Business overview

Tracsis is a  provider, developer  and consolidator  of resource  optimisation 
software, consultancy services and technology  for companies in the  passenger 
transport industries.  We  operate mainly  in  the UK  but  are  increasingly 
expanding our horizons to overseas markets.

Tracsis' market  offering  can  be broadly  categorised  into  three  distinct 
revenue streams at present;

1. Application  software: Tracsis  has  developed various  products  to 
optimise resources (including staff scheduling & rostering, and rolling  stock 
scheduling), capture  data, manage  the collated  information and  report  and 
communicate performance.

2. Professional services:  Tracsis offers  operational and  performance 
planning consultancy and  modelling / simulation  along with passenger  demand 
analysis & surveying; and

3. Condition  monitoring  and  data  logging  equipment  that  includes 
embedded software for the management and maintenance of infrastructure.

These products  and  services  have  a common  theme  in  assisting  transport 
operators run  a more  efficient  and productive  service. This  is  achieved 
through the optimisation  of resource  allocation, both  people and  vehicles, 
coupled with tools that assist with strategic and operational planning  issues 
and decision making. Given the  increasing importance of passenger  transport 
markets within the  UK and abroad,  the Directors believe  these to be  growth 
markets and that there will be  sustained demand for the Group's products  and 
services in years to come.

In June  of 2011,  we  acquired MPEC  Technology  Limited (MPEC),  our  fourth 
acquisition to date. The 2010/11 results  only included two months of  trading 
for MPEC,  but the  acquisition was  part  of the  Group for  a full  year  in 
2011/12, and the contribution to the Group has been very significant.

Financial summary

The Group achieved revenue of £8.7m for the year, which represents an increase
of 112% on our 2011 revenue of  £4.1m. This revenue growth was delivered by  a 
combination of both organic and growth through acquisition. Excluding the MPEC
acquisition, revenues increased 39%  from £3.0m to  £4.2m. Full year  revenues 
for MPEC increased  318% from  £1.1m to £4.5m,  reflecting the  timing of  the 
acquisition and also growth.

Adjusted EBITDA* of £3.3m increased 164%  from £1.2m. We were also pleased  to 
report a profit  before tax  in excess of  £3m. Given  the continued  economic 
conditions and challenging environment, the  Directors believe that this is  a 
very strong performance and are naturally delighted with the way the Group has

Administrative costs excluding intangible  asset amortisation and  exceptional 
items increased from  £2.4m to £3.6m.  This increase reflects  a full year  of 
MPEC, and also further investment in the  overhead base in order to provide  a 
sustainable platform for further growth. After taking into account  intangible 
asset amortisation  and exceptional  acquisition costs,  total  administrative 
costs amounted to £3.8m (2011: £2.5m).

At 31  July 2012,  the Group  had cash  balances of  £7.6m (2011:  £4.7m)  and 
remains debt free. The Group's cash position was strengthened during the year
due to  proactive  working  capital  management and  a  strong  conversion  of 
operating profit to cash.  The deferred consideration in  respect of the  MPEC 
acquisition was settled during the year at the full amount of £1.0m. The  Sale 
and Purchase Agreement  (SPA) allowed  for this deferred  consideration to  be 
earned over a  period of  two years, however  the financial  targets set  were 
earned in one year and so the full deferred consideration was paid early.

Trading Progress and Prospects

Sales of the Group's core  software offerings remained buoyant throughout  the 
past year  and the  Group  maintained all  on-going software  licences  whilst 
winning several new  customers as  part of extensive  rail refranchising  work 
that took  place. Some  of  these new  contracts  were long  term  agreements 
spreading over a number  of years and  this has boosted  the Group's level  of 
recurring software revenue under contact.

The past year also  saw the first  sales of TRACS-RS,  a new software  product 
which is designed to aid with the process of rolling stock vehicle  planning. 
Adoption of RS has  been good and  although this product  is currently in  its 
infancy, we believe  there is  significant potential  to up-sell  this to  the 
majority of our existing rail clients.

Furthermore, the Group's  COMPASS software  product completed  a major  system 
delivery in Scandinavia which  had commenced in  the previous financial  year, 
and further sales in Scandinavia are being targeted in the future.

The Group's consultancy services traded ahead of expectation mainly due to the
franchise bid work that took place in the year. The Group was involved in  all 
of the bids, and worked with the various bidders to varying extent. The  Group 
was heavily involved in supporting bidders  for the West Coast, Great  Western 
and Essex Thameside. The current timetable suggests that the vast majority  of 
current franchises will be up for tender over the next few years, which  could 
potentially lead to significant levels  of demand for the Group's  consultancy 
services offering, though the findings of the independent reviews arising from
the West Coast bid may potentially have an impact on the nature of the process
and timing  of  future franchise  bid  work. Within  our  overall  consultancy 
offering, demand  for  our passenger  counting  and demand  analytics  service 
remained very  high, which  arose due  to a  combination of  excellent  client 
management, and also  further business  development in this  area. Demand  for 
this service was beyond expectations in the year.

The Group's condition monitoring and data logging offering enjoyed a very busy
year. The MPEC  business that supplies  these products is  mid-way through  a 
framework agreement involving the supply of products in large quantities to  a 
major infrastructure customer. During the year, as was announced, a major new
order was won with a value of some £2.9m.

This order  was partly  fulfilled  in the  2011/12  financial year,  with  the 
balance  to  be  delivered  in  2012/13.  The  Directors  believe  that   the 
procurement project that these  products are a part  of has further  potential 
and are  confident of  further orders  in  the coming  year although  as  ever 
predicting the timing of sales in this area can be challenging. MPEC was also
successful in  winning  a  technology pilot  in  Scandinavia  where  condition 
monitoring devices are being  tested on rolling  stock vehicles. Should  this 
pilot prove successful there is a strong possibility of Tracsis entering  this 
new market where it  is already well placed  to exploit given its  credentials 
and working relationships with the majority of UK train operating companies.


During October the  Board of Directors  took steps to  promote two members  of 
staff to join  our Management Board.  We are pleased  to announce that  Steve 
Brown now holds the position of Business Development Director and Andy Whawell
is now formally  appointed as  Director of Infrastructure  Services. Both  are 
non-Main Board appointments.

Steve has worked with Tracsis since joining via the acquisition of RWA Rail in
2008. He has played an instrumental  part in the Group's recent successes  and 
is an experienced rail professional having originally started his career  with 
AEA Technology (now DeltaRail).

Andy Whawell was originally Operations Director of MPEC Technology at the time
of its acquisition by  Tracsis in May  2011. Since then he  has worked as  de 
facto Managing Director and the  success of our condition monitoring  division 
has been largely down to Andy's tutelage. Prior to joining MPEC, Andy  Worked 
for Balfour Beatty and Serco.

Both Steve and Andy have been instrumental to the Group's recent successes and
will continue to play pivotal roles working across our business to ensure that
future growth plans are delivered.

Earlier in the year Tracsis also took  steps to ensure that it is well  placed 
to recruit, motivate  and retain  the very best  people. Building  on an  EMI 
(Enterprise Management Scheme) which is already in place, the Group took steps
to formalise a Long Term Incentive Plan  (LTIP) which all full time staff  and 
Directors are eligible to participate in.

This scheme provides individuals  with a simple decision  to make at year  end 
where both  divisional  and  Group financial  targets  are  met -  opt  for  a 
pre-defined cash bonus or choose enhanced company stock options in lieu of any
payment. The  enhanced options  vest over  a period  of three  years and  are 
designed to reward  staff both  for their efforts  and for  choosing to  align 
their own fortunes with  that of the  Company going forward.  At the time  of 
writing this I am pleased to say the vast majority of staff opted for the LTIP
which is a great endorsement for the company and what it is trying to achieve.


During the  year, the  Board also  took the  decision to  adopt a  progressive 
dividend policy which started with an interim dividend of 0.2p per share being
paid. This was the Group's first dividend as a public company and reflects the
Board's confidence in the on-going success and growth plans of the Group.

The Directors  propose  a  final  dividend of  0.35p  per  share,  subject  to 
shareholder approval. The overall  level of dividends is  well covered by  the 
Group's profitability and cash position, supporting the Group's primary  focus 
on growth via acquisition  and development of new  products and services.  The 
Directors are confident  of maintaining  a progressive  policy going  forwards 
providing the business continues to trade in line with expectation.

The dividend  will  be payable  on  1 February  2013  to shareholders  on  the 
Register at 18 January 2013.


The Group did not make any new acquisitions in the year although several dozen
opportunities were appraised. None  of the businesses  reviewed met with  the 
Group's strict investment criteria. For the benefit of our stakeholders,  the 
Tracsis  website  will  shortly  contain  a  new  section  dedicated  to   our 
acquisition activities and this will include details of our evaluation process
and the essential elements we look for in candidate businesses.

Looking ahead, the  Group will  continue to  evaluate new  opportunities on  a 
regular basis and  has a good  pipeline of prospects.  Growth by  acquisition 
remains a  key  part  of the  overall  growth  strategy for  Tracsis  and  the 
Directors remain confident of being  able to announce further transactions  in 
the fullness of time.

Overseas growth

During FY'11/12 only a small portion, approximately 3%, of the Group's revenue
was generated overseas. This  was typical of our  trading activities to  date 
given the  healthy state  of the  UK market  and the  fact that  many  leading 
transport organisations are headquartered here.

That said, in the past year we carried out several significant consultancy and
software engagements  abroad and  these experiences  have proved  there to  be 
readily accessible  growth  opportunities  overseas.  Looking  ahead,  a  key 
strategic objective  of the  Group is  to invest  time and  effort in  winning 
business  outside  of  the  UK  and  show  casing  our  products  to  a  wider 
international audience. In  September, Tracsis exhibited  at Innotrans  2012, 
the largest rail trade show in the world which took place in Berlin.

Summary and Outlook

Tracsis has performed well in the  past year, as illustrated by  significantly 
increased levels of revenue,  profit, and a  resulting strong cash  position. 
The Directors are confident of achieving further growth in the future, and our
underlying organic growth should remain  on a consistent trajectory given  the 
robust nature of the UK rail  industry. The industry is undergoing  widespread 
changes which  provide new  opportunities  for the  Group: This  includes  the 
alignment of Network Rail with train operators and the general devolution from
a centralised structure to planning on a  route by route basis plus the  large 
amount of refranchising work which will be undertaken in coming years. Whilst
organic growth should remain buoyant,  the largest challenges to the  business 
remain in finding new investment opportunities, the timing of which are always
difficult to predict.

We believe the  Group remains  well positioned  to continue  its objective  of 
becoming a leading provider of  software, consultancy services and  monitoring 
equipment to  the  transportation  markets  both within  the  UK  and  further 
afield. The coming year should see new client wins, new product  initiatives, 
and Tracsis entering new overseas markets - all of which should be  achievable 
given our  credentials  and  existing  client  relationships  references.  As 
always, our thanks  go out to  customers, shareholders and,  most of all,  our 
employees who continue to support us as we move forward.

Rod Jones, Chairman

John McArthur, Chief Executive Officer

30 October 2012

Consolidated Statement of Comprehensive Income for the year ended 31 July 2012

Continuing Operations

                                                          2012   2011
                                                   Note   £000   £000
Revenue                                               3   8,668  4,083
Cost of sales                                           (1,880)   (472)
Gross profit                                             6,788  3,611
Administrative costs                                    (3,835) (2,513)
Adjusted EBITDA*                                          3,279  1,242
Amortisation of intangible assets                         (222)   (115)
Depreciation                                               (49)    (20)
Exceptional item: Contingent consideration surplus            -      45
Exceptional item: Acquisition costs                           -    (37)
Share-based payment charges                                (55)    (17)
Operating profit                                         2,953  1,098
Finance income                                              61     17
Profit before tax                                        3,014  1,115
Taxation                                                  (598)   (208)
Profit after tax                                         2,416    907
Other comprehensive income:
Other comprehensive income net of tax                         -       -
Total recognised income for the year                      2,416     907
Earnings per ordinary share
Basic                                                 4   9.96p   4.49p
Diluted                                               4   9.83p   4.48p

* Earnings before finance income, tax, depreciation, amortisation, exceptional
items and share-based payment charges.

Consolidated Balance Sheet as at 31 July 2012

                                                       2012   2011
                                                       £000   £000
Non-current assets
Property, plant and equipment                           463    474
Intangible assets                                     4,246  4,470
                                                      4,709  4,944
Current assets
Inventories                                             236    134
Trade and other receivables                           1,282  1,982
Cash and cash equivalents                             7,568  4,690
                                                      9,086  6,806
Total assets                                         13,795 11,750
Non-current liabilities
Deferred tax liabilities                                702    817
                                                        702    817
Current liabilities
Trade and other payables                              1,928  2,737
Current tax liabilities                                 732    540
                                                      2,660  3,277
Total liabilities                                     3,362  4,094
Net assets                                           10,433  7,656
Equity attributable to equity holders of the company
Called up share capital                                  99     96
Share premium reserve                                 4,113  3,762
Merger reserve                                          935    935
Share based payments reserve                            194    139
Retained earnings                                     5,092  2,724
Total equity                                         10,433  7,656

Consolidated Statement of Changes in Equity

                      Share Premium  Merger    Payments Retained         
                    Capital Reserve Reserve     Reserve Earnings  Total 
                       £000    £000    £000        £000     £000   £000 
At 1 August 2010         78   1,839     836         122     1,817  4,692 
Profit for the year       -       -       -           -       907    907 
Total comprehensive       -       -       -           -       907    907 
Transactions with                                                            
Share based payment       -       -       -          17        -     17 
Shares issued as
for business              1       -      99           -        -    100
Share Placing            17   1,933       -           -        -  1,950 
Expenses of share         -    (10)       -           -        -    (10) 
At 31 July 2011          96   3,762     935         139     2,724  7,656 


At 1 August 2011         96    3,762      935          139     2,724   7,656 
Profit for the year       -       -       -           -     2,416   2,416 
Total comprehensive       -       -       -           -     2,416   2,416 
Transactions with                                                            
Dividends                 -       -       -           -      (48)    (48) 
Share based payment       -       -       -          55        -     55 
Exercise of share         1     143       -           -        -    144 
Exercise of               2     208       -           -        -    210 
At 31 July 2012          99   4,113     935         194     5,092 10,433 

Consolidated Cash Flow Statement for the year ended 31 July 2012

                                                          2012   2011
                                                          £000   £000
Operating activities
Profit for the year                                      2,416    907
Finance income                                             (61)    (17)
Depreciation                                                49     20
Amortisation of intangible assets                          222    115
Contingent consideration surplus                            -     (45)
Income tax charge                                          598    208
Share based payment charges                                 55     17
Operating cash inflow before changes in working capital  3,279  1,205
Movement in inventories                                   (102)    (15)
Movement in trade and other receivables                     700   (222)
Movement in trade and other payables                       191    894
Cash generated from operations                           4,068  1,862
Finance income                                              61     17
Income tax paid                                           (521)   (178)
Net cash flow from operating activities                  3,608  1,701
Investing activities
Purchase of plant and equipment                            (38)   (453)
Payment of deferred consideration                       (1,000)   (122)
Acquisition of subsidiaries                                   2   (922)
Net cash flow used in investing activities              (1,036) (1,497)
Financing activities
Dividends paid                                             (48)       -
Proceeds from exercise of warrants                          210       -
Proceeds from exercise of share options                     144       -
Expenses of share issues                                     -    (10)
Proceeds from the Placing                                    -  1,950
Net cash flow from financing activities                    306  1,940
Net increase in cash and cash equivalents                2,878  2,144
Cash and cash equivalents at the beginning of the year   4,690  2,546
Cash and cash equivalents at the end of the year         7,568  4,690

Notes to the Consolidated Financial Statements

1 Financial information

The financial  information set  out above  does not  constitute the  company's 
statutory accounts for the  years ended 31  July 2012 or  2011 but is  derived 
from those accounts. Statutory  accounts for 2011 have  been delivered to  the 
registrar of companies, and  those for 2012 will  be delivered in due  course. 
The  auditors  have  reported  on  those  accounts;  their  reports  were  (i) 
unqualified, (ii) did  not include  a reference to  any matters  to which  the 
auditors drew attention by way of emphasis without qualifying their report and
(iii) did  not  contain a  statement  under section  498  (2) or  (3)  of  the 
Companies Act 2006.

2 Basis of preparation

(a) Statement of compliance

The Group consolidated financial statements  have been prepared in  accordance 
with International Financial Reporting Standards  ('IFRSs') as adopted by  the 
EU and applicable law. The Company  has elected to prepare its parent  company 
financial statements in accordance with UK accounting standards and applicable
law ('UK GAAP'). These  parent company statements appear  after the notes  to 
the consolidated financial statements.

(b) Basis of measurement

The Accounts have been prepared under the historical cost convention.

(c) Functional and presentation currency

These consolidated financial  statements are presented  in sterling, which  is 
the Company's  functional currency.  All financial  information presented  in 
sterling has been rounded to the nearest thousand.

(d) Use of estimates and judgements

The preparation  of financial  statements in  conformity with  IFRSs  requires 
management to  make  judgements, estimates  and  assumptions that  affect  the 
application of policies and reported amounts of assets and liabilities, income
and  expenses.  The  estimates  and  associated  assumptions  are  based   on 
historical experience  and  various other  factors  that are  believed  to  be 
reasonable under the  circumstances, the results  of which form  the basis  of 
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these

The estimates and underlying  assumptions are reviewed  on an ongoing  basis. 
Revisions to accounting estimates  are recognised in the  period in which  the 
estimate is revised if the revision only affects that period, or in the period
of the revision and future periods,  if the revision affects both current  and 
future periods.

(e) Changes in accounting policies

IFRS and IFRIC are issued by the International Accounting Standards Board (the
IASB) and must be adopted into European Union law, referred to as endorsement,
before they become mandatory under the IAS Regulation.

The following new standards and amendments to standards have become  effective 
for the current  financial year  and hence  are reflected  in these  financial 
statements: These standards have  not had a material  impact on the  financial 

· Amendment to IFRS7: Disclosures - Transfers of Financial Assets

· Amendment to IAS32: Classification of Rights Issues

· Revised IAS24: Related Party Disclosures

At the date of approval of these financial statements the following  Standards 
and Interpretations  were  in  issue  and  endorsed by  the  EU  but  not  yet 
effective.It is not expected that the implementation of these standards  will 
have a material effect on the financial statements:

· Amendment to IAS 1: Presentation of Items in Other comprehensive income

· Amendment to IAS 19: Employee Benefits

· Amendment  to IFRS  7: Disclosures  - Offsetting  Financial Assets  and 
Financial Liabilities

·  Amendment  to  IAS  32:  Offsetting  Financial  Assets  and  Financial 

· IFRS 10: Consolidated Financial Statements

· IFRS 13: Fair Value Measurement

· IFRS 9: Financial Instruments

(f) Going concern

The Group is debt free and has substantial cash resources. The Board has
prepared cash flow forecasts for the forthcoming year based upon assumptions
for trading and the requirements for cash resources.

Based upon this analysis, the Board has concluded that the Group has adequate
working capital resources and that it is appropriate to use the going concern
basis for the preparation of the consolidated financial statements.

3 Segmental analysis

The Group's revenue and profit was  derived from its principal activity  which 
is the  development, supply  and aggregation  of resource  optimisation,  data 
capture and  reporting  technologies  and  consultancy  to  companies  in  the 
passenger transport industries.

In accordance  with  IFRS 8  'Operating  Segments',  the Group  has  made  the 
following considerations to arrive at  the disclosure made in these  financial 

IFRS 8 requires consideration of  the Chief Operating Decision Maker  ("CODM") 
within the Group. In line with  the Group's internal reporting framework  and 
management structure, the key  strategic and operating  decisions are made  by 
the Board  of  Directors,  who review  internal  monthly  management  reports, 
budgets and forecast information as part  of this. Accordingly, the Board  of 
Directors are deemed to be the CODM.

Operating segments have then been  identified based on the internal  reporting 
information and management structures within the Group. From such information
it has been noted  that the CODM  reviews the business  as a single  operating 
segment,  receiving  internal  information  on  that  basis.  The  management 
structure  and  allocation   of  key  resources,   such  as  operational   and 
administrative resources, are  arranged on  a centralised basis.  Due to  the 
small size and low complexity of  the business, profitability is not  analysed 
in further detail  beyond the operating  segment level and  is not divided  by 
revenue stream.

The CODM reviews a split of revenue streams on a monthly basis and, as such,
this additional information has been provided below.

                                                                    2012  2011
Revenue                                                             £000  £000
Software licences                                                  1,658 1,138
Post contract customer support                                       334   304
Consultancy and professional services, training and other revenue  2,208 1,573
Condition monitoring technology and embedded software & associated 4,468 1,068
Total revenue                                                      8,668 4,083

Reconciliations of reportable  segment revenues,  profit or  loss, assets  and 
liabilities and other material items

Information regarding  the  results  of the  reportable  segment  is  included 
below. Performance is measured based on segment profit before income tax,  as 
included in the internal management reports that are reviewed by the Board  of 
Directors. Segment  profit is  used  to measure  performance. There  are  no 
material inter-segment  transactions, however,  when  they do  occur,  pricing 
between segments is determined on  an arm's length basis. Revenues  disclosed 
below materially represent revenues to external customers.

                                              2012  2011
                                              £000  £000
Total revenue for reportable segments        8,668 4,083
Consolidated revenue                         8,668 4,083
Profit or loss
Total profit or loss for reportable segments 3,279 1,242
Unallocated amounts:
 Share based payment charge                  (55)   (17)
 Other exceptional items (net)                  -      8
 Depreciation                                (49)   (20)
 Amortisation of intangible assets          (222)  (115)
 Interest receivable                          61    17
Consolidated profit before tax               3,014 1,115

                                            2012   2011
                                            £000   £000
Total assets for reportable segments       9,549  7,280
Unallocated assets - intangible assets     4,246  4,470
Consolidated total assets                 13,795 11,750
Total liabilities for reportable segments  2,660  3,277
Unallocated liabilities - deferred tax       702    817
Consolidated total liabilities             3,362  4,094

Geographic split of revenue

A geographical analysis of revenue is provided below:
                                                       2012  2011

                                                       £000  £000
United Kingdom                                        8,376 3,885
Rest of the World                                       292   198
Total                                                 8,668 4,083

4 Earnings per share

Basic earnings per share

The calculation of basic earnings per share  at 31 July 2012 was based on  the 
profit attributable to  ordinary shareholders of  £2,416,000 (2011:  £907,000) 
and a weighted average number of ordinary shares in issue of 24,260,000 (2011:
20,188,000), calculated as follows:

Weighted average number of ordinary shares

In thousands of shares

                                                           2012   2011
Issued ordinary shares at 1 August                       24,036 19,502
Effect of shares issued related to business combinations      -     33
Effect of shares issued for cash                            224    653
Weighted average number of shares at 31 July             24,260 20,188

Diluted earnings per share

The calculation of diluted  earnings per share  at 31 July  2012 was based  on 
profit attributable to  ordinary shareholders of  £2,416,000 (2011:  £907,000) 
and a weighted average number of ordinary shares in issue after adjustment for
the effects of  all dilutive  potential ordinary shares  of 24,582,000  (2011: 

In addition, adjusted  EBITDA* is  shown below  on the  grounds that  it is  a 
common metric used by the market in monitoring similar businesses.

                                     2012  2011
                                     £000  £000
Adjusted EBITDA*                    3,279 1,242
Basic adjusted EBITDA* per share   13.52p 6.15p
Diluted adjusted EBITDA* per share 13.34p 6.13p

* Earnings before finance income, tax, depreciation, amortisation, exceptional
items and share-based payment charges.

5 Annual Report and Annual General Meeting

The Company anticipates dispatching a copy  of its annual report and  accounts 
to all  shareholders on  or  around 14  November 2012.  A  copy will  also  be 
available on the Company's website

The Annual General  Meeting of the  Company will be  held at Leeds  Innovation 
Centre, 103 Clarendon  Road, Leeds, LS2  9DF on Wednesday  16 January 2013  at 

6 Dividends

The Group  introduced  a  progressive  dividend policy  during  the  year.  No 
dividends were paid  for the year  ended 31 July  2011. The cash  cost of  the 
dividend payments is shown below:

                                                       2012 2011
                                                       £000 £000
Interim dividend for 2011/12 of 0.2p per share paid      48    -
Final proposed dividend for 2011/12 of 0.35p per share   87    -

The dividend  will  be payable  on  1 February  2013  to shareholders  on  the 
Register at 18 January 2013.

                     This information is provided by RNS
           The company news service from the London Stock Exchange


FR LLFVRIRLIVIF -0- Oct/31/2012 07:00 GMT
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