Earnings Release • Feb 15, 2016
Earnings Release
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RNS Number : 0063P
Amino Technologies PLC
15 February 2016
AMINO TECHNOLOGIES PLC
FINAL RESULTS
FOR THE YEAR ENDED 30 NOVEMBER 2015
Transformative year: increasing scale and broadening product offer to widen addressable markets and align to industry growth dynamics
Amino Technologies plc (LSE AIM: AMO), the Cambridge-based leader in digital entertainment solutions for IPTV, Internet TV and in-home multimedia distribution, announces audited consolidated results for the year ended 30 November 2015.
Financial highlights:
· Revenue increased 15%, in line with revised expectations at £41.7m (2014: £36.2m)
· Gross profit up 11% to £18.6m (2014: £16.8m)
· Gross margin remains strong at 44.8% (2014: 46.3%), reflecting a blended margin from acquisitions in the year
· EBITDA before exceptional items(1) increased by 10% to £7.4m (2014: £6.7m)
· Adjusted profit before tax(2) up £0.8m to £5.0m (2014: £4.2m)
· Statutory profit before tax down £3.7m to £0.3m after exceptional items (2014: £4.0m)
· Adjusted basic earnings per share(3) of 8.6p (2014: 8.0p), following the successful share issue in July 2015. Basic earnings per share after exceptional items was 0.61p (2014: 7.7p)
· Cash generated from operations of £7.7m (2014: £6.4m) before £1.9m of acquisition-related cash outflows (£5.8m of cash generated after these outflows)
· Net cash of £2.1m at 30 November 2015 (2014: £20.8m) after net payments of £38.8m in cash for acquisitions(4), net share issue proceeds of £19.9m and record payments of £2.9m in dividends
· Proposed increase in full year dividend to 5.5p per share (2014: 5.0p), up by 10% year on year in line with the previously stated progressive dividend policy
Operational highlights:
· Acquisition of Entone Inc. ("Entone") completed in August 2015 and Booxmedia Oy ("Booxmedia") completed in May 2015
o Broadens Amino's product offering and addressable markets
o Integration substantially completed
o As announced in October, cost synergies continue to track ahead of previously stated expectations with the full benefit being reflected in FY 2016
· Management team strengthened and sales team restructured to drive growth across both the traditional business and new Cloud based services
· First new product from the converged team developed and launched, with initial contracts signed in Q1 2016
· The broader Hybrid solutions portfolio is well position to support the market transition to IP
· Organisation realigned to create two drivers of growth and shareholder value, these being Hybrid TV and Cloud Services business units
· Traditional customer base broadened through the Booxmedia suite to now include mobile
· New brand and product offering now defined for the next phase of growth
(1) Stated after adding back exceptional items of £2.6m. Full details of the exceptional items are contained within note 3 to this announcement. EBITDA after these exceptional items was £4.7m (2014: £6.6m).
(2) Stated after adding back £3.9m of exceptional items arising in the period and £0.8m of amortisation of intangible assets on the acquisition of Booxmedia Oy and Entone Inc. Full details of the exceptional items are contained within note 3 to this announcement.
(3) As per (2) above, net of the tax effect of these adjustments (which were zero for the respective periods)
(4) Net cash outflows for acquisitions made were £4.5m for Booxmedia Oy and £34.3m for Entone Inc.
Commenting on the results, Keith Todd CBE, Non-Executive Chairman, said:
"2015 has been a transformative year for Amino. We have completed and substantially integrated two key acquisitions which broaden our addressable market and widen our product offering in Hybrid devices, as well as secure new solutions for current and future customers to migrate their services to IP and the Cloud. We have aligned the organisation behind the two key drivers of growth and profitability, Hybrid TV and Cloud services.
"Looking ahead to 2016, we believe that Amino is well positioned thanks to our IP pedigree, enhanced product offering, geographical reach and refocussed sales teams. The market dynamics for "anytime anywhere" entertainment and home services continues to move towards our core competence of IP delivery. This will benefit us now and in the longer term."
For further information, please contact:
| Amino Technologies PLC | +44 (0)1954 234100 |
| Donald McGarva, Chief Executive Officer | |
| Julian Sanders, Interim Chief Financial Officer | |
| finnCap Ltd (NOMAD and Joint Broker) | +44 (0)20 7220 0500 |
| Stuart Andrews / Matt Goode / Carl Holmes (Corporate Finance) Simon Johnson (Corporate Broking) |
|
| Canaccord Genuity Limited (Joint Broker and Financial Adviser) | +44 (0)20 7523 8000 |
| Simon Bridges / James Craven / Emma Gabriel | |
| FTI Consulting LLP (Financial PR) | +44 (0)20 3727 1000 |
| Chris Lane / Alex Le May / Darius Alexander |
About Amino Technologies plc
Amino Technologies plc specialises in the development and delivery of IPTV/OTT solutions. With over seven million devices sold to 1,000 customers in 100 countries, Amino's award-winning solutions are deployed by major network operators and service providers worldwide. Amino Technologies plc is headquartered near Cambridge, in the UK, and is listed on the AIM market of the London Stock Exchange (AIM: symbol AMO).
Chairman's statement:
2015 has been a transformative year for Amino. We have completed and substantially integrated two key strategic acquisitions to broaden our addressable market, both in terms of product offering and geographic reach, positioning Amino for success in 2016 and beyond.
The Booxmedia and Entone acquisitions, completed in May and August 2015 respectively, provide Amino with significantly increased scale and broaden our addressable market. Both acquisitions have been well received by existing and potential clients. The integration of Entone has been substantially completed with key technical, operational and marketing decisions taken and as announced in October, cost synergies continuing to track ahead of previously stated expectations (of £1 million) with the full benefit being reflected in FY 2016. The customer reaction to the acquisition of Entone has been excellent across the board, with our increased scale and breadth of offer recognised by both current and potential customers.
We have realigned the organisation to create two drivers of growth and shareholder value, being Hybrid TV and Cloud Services business units. These units operate in the same market and are complementary but have different drivers and financial metrics. Booxmedia has provided the basis for the Cloud Services business, but it will also include Fusion Home and other Cloud offerings. While this is a small part of our financial make-up today, the growth and value creation opportunity is significant. This approach, and other changes to the sales focus, will address the issues we experienced in the second half.
The continued transition to all-IP entertainment, continued growth in video, especially in the mobile market, and the increasing interconnectivity of IP devices mean that Amino's expertise and comprehensive product range is fully aligned with the key industry growth drivers.
Amino now begins 2016 with an industry-leading portfolio of Hybrid TV and Cloud Service solutions and is well-placed to capitalise on the growth in the industry. Through the acquisition of Entone we have strengthened and broadened our core IPTV and Hybrid TV device portfolio with increased operational scale to address new markets and customers. With Booxmedia's Cloud TV solution, we can address growth opportunities in mobile OTT video and the growing needs of customers to migrate their services to the Cloud.
Dividend
The Board is pleased to recommend a full year dividend to 5.5p, up 10% on 2014, and we are pleased to reaffirm the Company's progressive dividend policy of no less than 10% growth per annum up to and including the year ending November 2016.
Subject to shareholder approval at the annual general meeting to be held on 23 March 2016, the dividend will be payable on 29 April 2016, to shareholders on the register at 8 April 2016, with a corresponding ex-dividend date of 7 April 2016.
Outlook
Amino has had a year of significant transformation and now has a comprehensive product range aligned with customer and prospect needs. The Board is pleased to report a positive outlook for the current financial year.
Keith Todd, CBE
Non-Executive Chairman
Chief Executive Officer's review:
Broadening Amino's addressable market
Amino has taken important steps in 2015 to ensure that our product range is aligned with mature and emerging market trends. As previously guided, Amino has sought acquisitions that add significant value to the portfolio and accelerate its strategic aims, and the acquisitions of Booxmedia and Entone have ensured that Amino, combined with its existing product range, is at the forefront of industry developments and ready to capitalise on these opportunities.
The acquisition of Cloud TV platform provider Booxmedia, announced in May 2015, is a prime example of this. It is a clear signal of the Company's intention to extend and enhance its offering and ensure that the Company is fully aligned with market changes. This acquisition significantly strengthens Amino's capabilities in the delivery of "TV everywhere" entertainment to both existing customers and adjacent markets in mobile, broadcast and content delivery.
Booxmedia sales and marketing plans have progressed well with two major customer wins secured in the second half of 2015. Dutch utilities and digital services company DELTA selected Booxmedia's white-label platform and products to provide, install and maintain a new end-to-end multiscreen Cloud TV solution. Belgian broadcaster RTL selected Booxmedia to provide, install and maintain a full end-to-end Cloud video-on-demand (VOD) platform.
In July 2015, we announced the acquisition of Entone, a provider of broadcast Hybrid TV and connected home solutions for a total consideration of £46.7m ($73.0m), which includes £5.6m ($8.1m) of contingent post-acquisition remuneration, completed in August 2015. The acquisition has enhanced Amino's global footprint and will enable Amino to expand its capabilities and market reach globally across IPTV, Hybrid broadcast and a range of connected home solutions. It also aligns closely with the acquisition of Booxmedia and enables Amino to meet the evolving needs of customers across a range of markets. The acquisition is expected to drive cost synergies (of at least £1 million) which will be realised in the current financial year FY2016, being the first full year of ownership.
Following the acquisition of Entone, the Company has engaged in a number of new Hybrid TV opportunities based on Entone's portfolio. Post period end, the Group and Cincinnati Bell Telephone have started the migration of legacy IPTV devices to Amino's Enable TV software platform, instantly enabling Cincinnati Bell Telephone's entire Fioptics TV installed base to be upgraded with a rich media interface and advanced applications.
We continue to expect both Booxmedia and Entone to be significantly earnings enhancing in the current financial year, to strengthen our position with existing customers and open the door to new customers who can benefit from the breadth of Amino's product offering.
With both acquisitions largely integrated and rebranding under way, Amino has a clear product roadmap for 2016. The Group has already launched the new 6 Series, a comprehensive 4K Ultra HD and HEVC Hybrid TV device ranges, to take advantage of the strong growth in demand for these services in the coming years.
We have created two dedicated business units, Hybrid TV and Cloud Services, to take full advantage of the opportunities that are available to the Group. The Cloud Services business will be headed up by Michael Clegg.
Current customers and markets:
As with 2014, 2015 has been a year which has seen the markets within which Amino operates evolve rapidly. Strong demand remains for simple, reliable IPTV devices, particularly within emerging markets. More and more however, customers are looking to operators for higher performance devices that can blend traditional IPTV with OTT content delivered over the open internet. The transition to all-IP entertainment delivery has continued as has the growth in OTT video consumption, especially on mobile devices, and the increasing importance of interconnectivity between devices around the "TV everywhere" concept. At the same time, the timeframe within which new 4K Ultra-HD services are expected to be deployed by service providers has also shortened.
The developments seen within the industry in 2015 mean that Amino's comprehensive product range is even more aligned with our customers' needs and with key industry growth trends the continued transition to all-IP entertainment, rapid growth in OTT video and the increasing use of mobile devices to view entertainment content.
According to industry analysts IHS Technology, the IP-connected pay TV STB market is forecast to grow from 107 million unit shipments in 2014 to over 175 million by 2019. In addition, consumption of video on multiple devices in and out of the home continues to grow. A recent study by Cisco forecast that by 2019 IP video will represent 80% of all internet traffic. Mobile video consumption also continues to grow, with Ericsson forecasting 70% of all mobile network traffic will be from video consumption by 2021.
The acquisitions of Entone and Booxmedia have increased the Group's scale in all key geographies and significantly increased the number of direct Tier 2 operator customers whilst complementing existing distribution partners serving Tier 3 operators.
Operational structure:
Following the acquisitions of Booxmedia and Entone, we have focussed on organisational change to ensure that the Group is well positioned to take full advantage of the opportunities ahead. One of the main changes is a new integrated sales organisation across the Amino and Entone businesses, directed by Steve McKay, who led Entone's international expansion and successfully secured a number of Tier 2 customers, including Cincinnati Bell, in his former role as CEO of Entone Inc. The Company now has a targeted sales focus in all key regions, with dedicated teams for Latin America and Europe and a new combined sales team for North America.
Through the acquisition of both Entone and Booxmedia, we have also established a global research and development team with operations in the UK, Hong Kong and Finland, improving our scale and capability to drive innovation and met the needs of a wider set of customers.
Future growth:
Amino has made considerable progress in 2015 and enters 2016 with increased scale and a broader product set. Our focus is on taking this newfound capability and leveraging that with both existing and potential customers. Our products can address the immediate needs of our customers through the existing Amino offering and now also through our Hybrid and Cloud TV offerings as well, and feedback so far has been very positive. The Board remains confident that Amino is well placed to deliver continued growth in 2016.
Donald McGarva
Chief Executive Officer
Interim Chief Financial Officer's report
Results for the year
Revenue for the full year was £41.7m which was £5.5m ahead of the previous year (2014: £36.2m) following the acquisitions of Booxmedia Oy in May 2015 and Entone Inc. in August 2015.
North America remained a very strong market for the Group and sales for the combined Group increased by 19% to £20.9m (2014: £17.5m), with the acquisition of Entone bringing some direct Tier 2 operator customers to complement existing distribution partners serving Tier 3 operators.
The enlarged Group has increased its penetration in Western Europe, with a wider base of Tier 2 operator customers which saw Dutch sales increasing by 46% to £8.0m (2014: £5.5m) including revenues generated by Booxmedia.
Some parts of Eastern Europe remained challenging and Serbia saw the potential consolidation of a major South Eastern European customer impacting further roll out of their IPTV solution resulting in a sharp drop in sales in the year.
Rest of Europe sales increased by 58% to £6.7m (2014: £4.3m), however, with additional sales to France, Switzerland and Malta and continuing demand in Albania.
Consistent demand was also seen in Chile with sales of £2.1m in the year (2014: £2.4m), whilst Rest of World revenue increased by 31% to £3.8m (2014: £2.9m) with on-going demand in Argentina and with the enlarged Group bringing sales in some new territories including Trinidad and Moldova.
Margins remained strong at 44.8% overall, which decreased by 1.5 percentage points over last year (2014: 46.3%), largely as a reflection of a blended margin from the acquisitions of Entone and Booxmedia. Achievement of this margin on higher revenues for the enlarged Group generated an increase of £1.8m in gross profit to £18.6m (2014: £16.8m).
Total operating expenses before exceptional items were £14.5m (2014: £12.7m), an increase of £1.8m reflecting the increased scale of the Group following the acquisitions made during the year. Total operating expenses after total exceptional costs incurred of £4.7m were £19.1m (2014: £12.8m). The exceptional costs incurred are described in more detail below and also in the notes to the accounts.
Operating expenses before exceptional items, amortisation and depreciation increased by £1.2m to £11.3m (2014: £10.1m), again reflecting the enlarged Group following the acquisitions offset by continued tight cost control during the year. Total operating expenses before amortisation and depreciation was £13.9m (2014: £10.2m) after related net exceptional items of £2.6m. These exceptional items included £1.4m of acquisition costs and £1.3m of contingent post acquisition remuneration payable relating to the acquisition of Entone.
Significant investment in research and development continued to be made within the enlarged Group with total spend including capitalised amounts of £7.7m before exceptional items during the year (2014: £7.0m). Total research and development after exceptional items in the Group was £9.0m (2014: £7.0m).
Cable-Hybrid was one focus for development in the year which will continue in 2016. During the year the Group also introduced further x5x products with the A550 and H150 which are further variants of the mainstream A150 IPTV device, leading to more resource being involved in the enhancement and support of products.
The Group continues to develop its technology roadmap to align with wider market trends and opportunities and has started to consolidate its product ranges. Integration activity is substantially complete and is expected to be finished in 2016.
Year-end headcount was 233 (2014: 107) and the average number of employees during the year totalled 150 (2014: 100) as a result of the acquisitions of Booxmedia and Entone.
EBITDA before exceptional items at £7.4m was 10% higher than the prior year (2014: £6.7m). EBITDA after exceptional items was £4.7m (2014: £6.6m).
Amortisation and depreciation before exceptional items totalled £3.2m (2014: £2.6m). This included a charge of £0.8m in the period for the amortisation of intangible assets arising on the acquisitions of Booxmedia and Entone and excluding this charge was £2.4m, which was in line with prior year (2014: £2.6m).
Exceptional items include a charge of £1.3m for accelerated amortisation resulting from the rationalisation of the enlarged Group's product roadmap following the acquisitions made during the year. Amortisation and depreciation after this exceptional charge was £4.5m.
Operating profit after net exceptional items of £3.9m was £0.3m (2014: £4.0m). Operating profit before these exceptional items was up £0.1m to £4.2m (2014: £4.1m) and excluding £0.8m of acquisition-related intangible asset amortisation arising in the year after the acquisitions was up 22% to £5.0m.
Profit before the amortisation of intangible assets arising on the acquisitions of £0.8m, net exceptional items of £3.9m and tax increased by £0.9m to £5.1m (2014: £4.2m), an improvement of 21% on the prior year reflecting the higher revenue year-on- year. Statutory profit before tax after the net exceptional was £0.3m (2014: £4.0m).
As referred to above, total net exceptional items of £3.9m were incurred during the year (2014: £0.2m). These items included acquisition costs of £0.3m and £1.1m relating to the acquisitions of Booxmedia and Entone respectively; contingent post acquisition remuneration of £1.3m relating to the acquisition of Entone; accelerated development project amortisation of £1.3m and project costs of £0.1m resulting from the rationalisation of the enlarged Group's product roadmaps; general integration costs of £0.3m and redundancy and associated costs of £0.3m. Also included was the final rebate of £0.7m in respect of duties paid on previously recognised international product sales.
Balance sheet
Total equity was £45.1m at the year-end (2014: £25.8m), which is equivalent to 65p per share (2014: 50p) following the acquisitions of Booxmedia and Entone made during the year.
Non-current assets increased by £42.7m to £47.6m (2014: £4.9m) reflecting the separately identifiable intangible assets and goodwill added as a result of the acquisitions made.
Net current assets at the year-end were £3.4m (2014: £20.9m), the principal components of which were net cash balances of £2.1m (2014: £20.8m), trade and other receivables of £11.7m (2014: £6.9m), stock of £3.7m (2014: £2.3m) and trade and other payables of £14.3m (2014: £9.0m).
- 36% of trade receivables at 30 November 2015 were insured (2014: 96%), lower than last year following the acquisitions of Booxmedia and Entone.
- The increase in trade and other payables at the year-end also reflects the larger balance sheet with the acquisitions.
Non-current liabilities of £5.9m were also added during the year as a result of the acquisitions made.
Cash flow
Operating cash flow before acquisition-related cash outflows of £1.9m was strong at £7.7m (2014: £6.4m) (£5.8m after these outflows) reflecting continued strong profitability and working capital management the £1.9m of acquisition-related cash outflows included payments of £1.4m for acquisition costs, £0.3m for integration costs, £0.1m of redundancy and associated costs and £0.1m of development project costs before the year-end.
Net cash invested in the acquisitions amounted to £38.8m, with net cash outflows of £4.5m for Booxmedia and £34.3m for Entone. These investments were financed in part by net share proceeds raised from the new ordinary shares issued pursuant to the placing announced in July 2015 of £19.9m.
The Company put in place an external £15.0m loan facility during the year as an additional source of capital. This was used briefly to facilitate the financing of the Entone acquisition by drawing down £5.1m which was immediately repaid following the acquisition.
Dividend payments of £2.9m were also made in the year, an increase of £1.0m (53%) over the previous year (2014: £1.9m), and the Group received £0.7m following the favourable ruling with respect to duties' rebate at a tax tribunal.
Despite the acquisition investments made in the year and record dividends paid, the Group ended the period with net cash balances of £2.1m as at 30 November 2015 (2014: £20.8m).
Equity
The issued share capital of the Group is 74.4m (2014: 57.9m) ordinary shares of 1 pence each, of which 0.6m (2014: 1.8m) are held by the Employee Benefits Trust and 4.1m (2014: 4.2m) are held in treasury by the Company, leaving 69.6m (2014: 51.8m) shares held external to the Group.
The Board is pleased to recommend a full year dividend of 5.5 pence per share, a 10% increase year-on-year. In line with previous guidance, the Board expects the dividend for the year to November 2016 to grow by no less than 10% per annum.
Subject to shareholder approval at the Company's AGM on 23 March 2016, the final dividend of 4.235p will be payable on 29 April 2016 to shareholders on the register on 8 April 2016. The ex-dividend date is 7 April 2016.
Julian Sanders
Interim Chief Financial Officer
For the year ended 30 November 2015
| Year to 30 November 2015 | Year to 30 November 2014 | ||||||
| Notes | Recurring items £000s |
Exceptional items £000s |
Total £000s |
Recurring items £000s |
Exceptional items £000s |
Total £000s |
|
| Revenue | 2 | 41,660 | - | 41,660 | 36,190 | - | 36,190 |
| Cost of sales | (23,016) | - | (23,016) | (19,417) | - | (19,417) | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Gross profit | 18,644 | - | 18,644 | 16,773 | - | 16,773 | |
| Other income Operating expenses |
- (14,453) |
744 (4,678) |
744 (19,131) |
- (12,663) |
- (152) |
- (12,815) |
|
| __________ | __________ | _________ | __________ | __________ | _________ | ||
| Operating profit | 4,191 | (3,934) | 257 | 4,110 | (152) | 3,958 | |
| Analysed as: | |||||||
| Gross profit | 18,644 | - | 18,644 | 16,773 | - | 16,773 | |
| Selling, general and administrative expenses | 3 | (6,681) | (2,073) | (8,754) | (5,365) | (127) | (5,492) |
| Research and development expenses | 3 | (4,604) | (1,313) | (5,917) | (4,689) | (25) | (4,714) |
| Duties refund | 3 | - | 744 | 744 | - | - | - |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| EBITDA | 7,359 | (2,642) | 4,717 | 6,719 | (152) | 6,567 | |
| Depreciation | (198) | - | (198) | (141) | - | (141) | |
| Amortisation | (2,970) | (1,292) | (4,262) | (2,468) | - | (2,468) | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Operating profit | 4,191 | (3,934) | 257 | 4,110 | (152) | 3,958 | |
| Finance expense | (3) | - | (3) | - | - | - | |
| Finance income | 68 | - | 68 | 87 | - | 87 | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Net finance income | 65 | - | 65 | 87 | - | 87 | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Profit before corporation tax | 4,256 | (3,934) | 322 | 4,197 | (152) | 4,045 | |
| Corporation tax credit | 34 | - | 34 | 29 | - | 29 | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Profit for the period from continuing operations attributable to equity holders | 4,290 | (3,934) | 356 | 4,226 | (152) | 4,074 | |
| __________ | __________ | __________ | __________ | __________ | __________ | ||
| Basic earnings per 1p ordinary share | 4 | 0.61p | 7.68p | ||||
| Diluted earnings per 1p ordinary share | 4 | 0.60p | 7.57p |
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
For the year ended 30 November 2015
| Year to 30 November 2015 £000s |
Year to 30 November 2014 £000s |
||
| Profit for the year | 356 | 4,074 | |
| __________ | __________ | ||
| Items that may be reclassified subsequently to profit or loss: | |||
| Foreign exchange difference arising on consolidation | 234 | (14) | |
| __________ | __________ | ||
| Other comprehensive income/(expense) | 234 | (14) | |
| __________ | __________ | ||
| Total comprehensive income for the financial year attributable to equity holders | 590 | 4,060 | |
| __________ | __________ |
Consolidated Balance sheet
As at 30 November 2015
| Assets | Notes | As at 30 November 2015 £000s |
As at 30 November 2014 £000s |
|||
| Non-current assets | ||||||
| Property, plant and equipment | 553 | 439 | ||||
| Intangible assets | 46,342 | 3,717 | ||||
| Deferred income tax assets | 560 | 560 | ||||
| Trade and other receivables | 162 | 162 | ||||
| _________ | _________ | |||||
| 47,617 | 4,878 | |||||
| _________ | _________ | |||||
| Current assets | ||||||
| Inventories | 3,651 | 2,262 | ||||
| Trade and other receivables | 5 | 11,673 | 6,893 | |||
| Corporation tax receivable | 601 | 10 | ||||
| Cash and cash equivalents | 2,094 | 20,758 | ||||
| _________ | _________ | |||||
| 18,019 | 29,923 | |||||
| _________ | _________ | |||||
| Total assets | 65,636 | 34,801 | ||||
| _________ | _________ | |||||
| Capital and reserves attributable to equity holders of the business | ||||||
| Called-up share capital | 744 | 579 | ||||
| Share premium | 20,193 | 126 | ||||
| Capital redemption reserve | 6 | 6 | ||||
| Foreign exchange reserves | 818 | 584 | ||||
| Merger reserve | 16,389 | 16,389 | ||||
| Equity reserve | 665 | - | ||||
| Retained earnings | 6,235 | 8,113 | ||||
| _________ | _________ | |||||
| Total equity | 45,050 | 25,797 | ||||
| _________ | _________ | |||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Trade and other payables | 6 | 14,338 | 9,000 | |||
| Corporation tax payable | 321 | - | ||||
| Forward foreign currency contracts | - | 4 | ||||
| _________ | _________ | |||||
| 14,659 | 9,004 | |||||
| _________ | _________ | |||||
| Non-current liabilities | ||||||
| Trade and other payables | 6 | 1,775 | - | |||
| Provisions | 1,869 | - | ||||
| Deferred tax liabilities | 2,283 | - | ||||
| _________ | _________ | |||||
| 5,927 | - | |||||
| _________ | _________ | |||||
| Total liabilities | 20,586 | 9,004 | ||||
| _________ | _________ | |||||
| Total equity and liabilities | 65,636 | 34,801 | ||||
| _________ | _________ |
Consolidated Statement of Cash Flows
For the year ended 30 November 2015
| Notes | Year to 30 November 2015 | Year to 30 November 2014 | ||
| £000s | £000s | |||
| Cash flows from operating activities | ||||
| Cash generated from operations | 7 | 5,836 | 6,447 | |
| Corporation tax received | 1 | 35 | ||
| _________ | _________ | |||
| Net cash generated from operating activities | 5,837 | 6,482 | ||
| _________ | _________ | |||
| Cash flows from investing activities | ||||
| Purchases of intangible assets | (3,201) | (2,373) | ||
| Purchases of property, plant and equipment | (118) | (114) | ||
| Proceeds on disposal of property, plant and equipment | 9 | 2 | ||
| Net interest received | 65 | 87 | ||
| Acquisition of subsidiaries | (38,776) | - | ||
| _________ | _________ | |||
| Net cash used in investing activities | (42,021) | (2,398) | ||
| _________ | _________ | |||
| Cash flows from financing activities | ||||
| Proceeds from exercise of employee share options | 574 | 96 | ||
| Proceeds from issue of new shares | 19,858 | - | ||
| Share repurchase | - | (1,429) | ||
| Dividends paid | (2,924) | (1,914) | ||
| Repayment of borrowings | (5,101) | - | ||
| New bank loans raised | 5,166 | - | ||
| _________ | _________ | |||
| Net cash generated from/ (used in) financing activities | 17,574 | (3,247) | ||
| _________ | _________ | |||
| Net (decrease)/increase in cash and cash equivalents | (18,610) | 837 | ||
| Cash and cash equivalents at beginning of year | 20,758 | 19,521 | ||
| Effects of exchange rate fluctuations on cash held | (54) | 400 | ||
| _________ | _________ | |||
| Cash and cash equivalents at end of year | 2,094 | 20,758 | ||
| _________ | _________ |
Consolidated Statement of Changes in Shareholders' Equity
For the year ended 30 November 2015
| Share capital £000s |
Share premium £000s |
Merger reserve £000s |
Equity reserve £000s |
Foreign exchange reserve £000s |
Capital redemption reserve £000s |
Profit and loss £000s |
Total £000s |
|
| Shareholders' equity at 30 November 2013 | 579 | 126 | 16,389 | - | 598 | 6 | 7,224 | 24,922 |
| ________ | ________ | ____ ___ | ____ ___ | _________ | ______ ___ | ____ ___ | ____ ___ | |
| Profit for the year | - | - | - | - | - | - | 4,074 | 4,074 |
| Other comprehensive income | - | - | - | - | (14) | - | - | (14) |
| ________ | ________ | ________ | ________ | _________ | ________ | ________ | ________ | |
| Total comprehensive expense for the period attributable to equity holders | - | - | - | - | (14) | - | 4,074 | 4,060 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Share option compensation charge | - | - | - | - | - | - | 62 | 62 |
| Exercise of employee share options | - | - | - | - | - | - | 96 | 96 |
| Purchase of own shares | - | - | - | - | - | - | (1,429) | (1,429) |
| Dividends paid | - | - | - | - | - | - | (1,914) | (1,914) |
| ________ | ________ | ________ | ________ | _________ | ________ | ________ | ________ | |
| Total transactions with owners | - | - | - | - | - | - | (3,185) | (3,185) |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Total movement in shareholders' equity | - | - | - | - | (14) | - | 889 | 875 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Shareholders' equity at 30 November 2014 | 579 | 126 | 16,389 | - | 584 | 6 | 8,113 | 25,797 |
| ________ | ________ | ____ ___ | ____ ___ | ____ ___ | ______ ___ | ____ ___ | ____ ___ | |
| Profit for the year | - | - | - | - | - | - | 356 | 356 |
| Other comprehensive expense | - | - | - | - | 234 | - | - | 234 |
| ________ | ________ | ________ | ________ | _________ | ________ | ________ | ________ | |
| Total comprehensive income for the period attributable to equity holders | - | - | - | - | 234 | - | 356 | 590 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Share option compensation charge | - | - | - | - | - | - | 116 | 116 |
| Exercise of employee share options | - | - | - | - | - | - | 574 | 574 |
| Issue of share capital | 165 | 21,318 | - | - | - | - | - | 21,483 |
| Transaction costs on issue of share capital | - | (1,251) | - | - | - | - | - | (1,251) |
| Equity to be issued | - | - | - | 665 | - | - | - | 665 |
| Dividends paid | - | - | - | - | - | - | (2,924) | (2,924) |
| ________ | ________ | ________ | ________ | _________ | ________ | ________ | ________ | |
| Total transactions with owners | 165 | 20,067 | - | 665 | - | - | (2,234) | 18,663 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Total movement in shareholders' equity | 165 | 20,067 | - | 665 | 234 | - | (1,878) | 19,253 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ | |
| Shareholders' equity at 30 November 2015 | 744 | 20,193 | 16,389 | 665 | 818 | 6 | 6,235 | 45,050 |
| ________ | ________ | ________ | ________ | _________ | __________ | ________ | ________ |
1 Basis of preparation
The preliminary announcement for the year ended 30 November 2015 has been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial information set out above, which was approved by the Board on 12 February 2016, is derived from the full Group accounts for the year ended 30 November 2015 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2015, will be delivered to the Registrar of Companies and posted to shareholders in due course.
2 Geographical external customer revenue analysis
| Year to 30 November 2015 £000s |
Year to 30 November 2014 £000s |
|
| USA | 19,402 | 16,176 |
| Canada | 1,546 | 1,369 |
| _________ | _________ | |
| 20,948 | 17,545 | |
| Netherlands | 7,959 | 5,459 |
| Serbia | 82 | 3,585 |
| Rest of Europe | 6,733 | 4,265 |
| Chile | 2,122 | 2,388 |
| Rest of World | 3,816 | 2,948 |
| _________ | _________ | |
| 41,660 | 36,190 | |
| _________ | _________ |
For this disclosure revenue is determined by the location of the customer.
The Group incurred exceptional items of £3,934k during the year (2014: £152k). Included in these were exceptional costs of £4,678k which can be attributed to five categories:
· Acquisition costs of £1,359k, of which £295k related to the acquisition of Booxmedia Oy in May 2015 and £1,064k related to the acquisition of Entone Inc. in August 2015
· Contingent post acquisition remuneration payable relating to the acquisition of Entone Inc. of £1,310k
· General integration costs of £272k which includes additional travel and contractor costs resulting from activities to integrate the new enlarged Group
· Development project costs expensed of £103k and amortisation costs of £1,292k resulting from the rationalisation of the new Group's product roadmaps
· Redundancy and associated costs of £342k.
In 2014, the costs largely related to the closure of the Group's Chinese office which was announced in September 2014.
A final rebate of £744k in respect of duties paid on previously recognised international product sales was received following the favourable ruling with respect to a further duties' rebate at a tax tribunal in January 2015.
| Year to 30 November 2015 |
Year to 30 November 2014 |
||
| Profit attributable to ordinary shareholders | £356,206 | £4,073,896 | |
| Profit attributable to ordinary shareholders excluding exceptional items | £4,290,114 | £4,225,592 | |
| _________ | _________ | ||
| Weighted average number of shares (Basic) | 58,799,386 | 53,032,963 | |
| _________ | _________ | ||
| Weighted average number of shares (Diluted) | 59,128,979 | 53,824,026 | |
| _________ | _________ | ||
| Basic earnings per share | 0.61p | 7.68p | |
| ________ | ________ | ||
| Diluted earnings per share | 0.60p | 7.57p | |
| _________ | _________ | ||
| Basic earnings per share excluding exceptional items | 7.30p | 7.97p | |
| ________ | ________ | ||
| Diluted earnings per share excluding exceptional items | 7.26p | 7.85p | |
| ________ | ________ |
The calculation of basic earnings per share is based on profit after taxation and the weighted average of ordinary shares of 1p each in issue during the period. The Company holds 4,139,898 (2014 - 4,219,857) of its own shares in treasury and these are excluded from the weighted average above. The basic weighted average number of shares also excludes 962,816 (2014 - 1,896,516) being the weighted average shares held by the EBT in the year.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has only one category of dilutive potential ordinary shares; those share options where the exercise price is less than the average market price of the Company's ordinary shares during the year.
The profit attributable to ordinary shareholders excluding exceptional items is derived by adding back the exceptional items of £3,933,909 (2014 - £151,696) disclosed on the face of the income statement.
| As at 30 November 2015 £000s |
As at 30 November 2014 £000s |
|||
| Current assets: | ||||
| Trade receivables | 10,124 | 6,220 | ||
| Less: provision for impairment of receivables | (111) | (283) | ||
| _________ | _________ | |||
| Trade receivables (net) | 10,013 | 5,937 | ||
| Other receivables | 88 | 101 | ||
| Corporation tax receivable | 601 | 10 | ||
| Prepayments and accrued income | 1,572 | 855 | ||
| _________ | _________ | |||
| 12,274 | 6,903 | |||
| _________ | _________ | |||
| Non-current assets: | ||||
| Other receivables | 162 | 162 | ||
| _________ | _________ | |||
Other receivables comprise rent deposits.
| Current liabilities | As at 30 November 2015 £000s |
As at 30 November 2014 £000s |
|||||||
| Trade payables | 4,187 | 2,012 | |||||||
| Social security and other taxes | 941 | - | |||||||
| Other payables | 1 | 55 | |||||||
| Accruals | 7,053 | 6,212 | |||||||
| Deferred income | 922 | 721 | |||||||
| Deferred consideration | 1,234 | - | |||||||
| Corporation tax payable | 321 | - | |||||||
| _________ | _________ | ||||||||
| 14,659 | 9,000 | ||||||||
| _________ | _________ | ||||||||
| Non-current liabilities: | |||||||||
| Accruals | 36 | - | |||||||
| Deferred income | 335 | - | |||||||
| Deferred consideration | 1,404 | - | |||||||
| _________ | _________ | ||||||||
| 1,775 | - | ||||||||
| _________ | _________ | ||||||||
| Year to 30 November 2015 £000s |
Year to 30 November 2014 £000s |
||
| Operating profit before exceptional items | 4,191 | 4,110 | |
| Adjustments for: | |||
| Exceptional costs (note 3) | (4,678) | (152) | |
| Duties rebate (note 3) | 744 | - | |
| _________ | _________ | ||
| Operating profit | 257 | 3,958 | |
| Amortisation charge | 4,262 | 2,468 | |
| Depreciation charge | 190 | 141 | |
| Loss on disposal of property, plant and equipment | 8 | 17 | |
| Share-based payment charge | 116 | 62 | |
| Exchange differences | 163 | (411) | |
| Decrease in inventories | 3,044 | 275 | |
| (Increase) in trade and other receivables | (1,264) | (1,660) | |
| (Decrease)/increase in trade and other payables | (940) | 1,597 | |
| _________ | _________ | ||
| Cash generated from operations | 5,836 | 6,447 | |
| _________ | _________ | ||
Operating cash flow before these acquisition-related cash outflows was £7.7m (2014: £6.4m).
Booxmedia Oy
On 19 May 2015, the Group acquired 99.9% of the issued share capital of Booxmedia Oy, obtaining control of Booxmedia Oy. Booxmedia Oy is a Software-as-a-Service Cloud TV platform provider. Booxmedia Oy was acquired to enhance Amino's offering by adding a field-proven and scalable Cloud-based platform which can enable the delivery of "TV everywhere" entertainment to a full range of IP connected devices to align the Company with the industry shift towards "TV everywhere" viewing.
The remaining 0.1% share capital was acquired on 1 July 2015.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
| Book value | Fair value adjustment | Fair value | |
| £000s | £000s | £000s | |
| Identifiable intangible assets | - | 2,680 | 2,680 |
| Financial assets | |||
| Current trade and other receivables | 448 | - | 448 |
| Cash and cash equivalents | 481 | - | 481 |
| Financial liabilities | |||
| Current trade and other payables | (248) | - | (248) |
| Deferred tax liability | - | (536) | (536) |
| Total identifiable assets | 681 | 2,144 | 2,825 |
| Goodwill | 4,720 | ||
| Total consideration | 7,545 | ||
| Satisfied by: | |||
| Cash | 4,993 | ||
| Equity instruments (360,845 ordinary shares of Amino Technologies plc) | 483 | ||
| Contingent and deferred consideration arrangements | 2,069 | ||
| Total consideration transferred | 7,545 | ||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 4,993 | ||
| Less: cash and cash equivalent balances acquired | (481) | ||
| 4,512 |
The fair value of the financial assets includes trade receivables with a fair value of £181k and a gross contractual value of £181k. The best estimate at acquisition date of the contract cash flows not to be collected is £nil.
The goodwill of £4,720k arising from the acquisition consists of expected growth in the sale of "TV everywhere" services as the industry shifts away from the current connected home focus. The acquisition of Booxmedia will expand Amino's addressable market to include mobile operators, OTT providers, media companies and broadcasters. None of the goodwill is expected to be deductible for income tax purposes.
The fair value of the 360,845 ordinary shares issued as part of the consideration paid for Booxmedia Oy (£483k) was determined on by reference to the average of the middle market share price on each of the five business days preceding the second business day before completion.
The contingent consideration arrangement requires Booxmedia Oy to achieve certain revenue targets in each of the three years to 31 December 2015, 2016 and 2017. If the targets are achieved, payments are expected to be made in February 2016, 2017 and 2018. If Booxmedia Oy achieves 85-99% of the target, 50% of the maximum payment will be payable. The potential undiscounted amount of all future payments that Amino Technologies plc could be required to make under the contingent consideration arrangement is £1,883k.
The fair value of the contingent consideration arrangement of £1,883k was estimated by applying the exchange rate at completion to the gross expected payments and has not been discounted because the effect is considered immaterial.
Booxmedia Oy contributed £1,353k revenue and £66k to the Group's profit for the period between the date of acquisition and the balance sheet date. If the acquisition of Booxmedia Oy had been completed on the first day of the financial year, group revenues for the period would have been £42,997k and group profit after tax would have been £420k.
Entone Inc.
On 11 August 2015, the Group acquired 100% of the issued share capital of Entone Inc., obtaining control of Entone Inc. Entone Inc. is a provider of broadcast Hybrid TV and connected home solutions. Entone Inc. was acquired to increase Amino's global footprint and scale and to consolidate a director competitor. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
| Book value | Fair value adjustment | Fair value | |
| £000s | £000s | £000s | |
| Property, plant and equipment | 198 | - | 198 |
| Identifiable intangible assets | - | 10,805 | 10,805 |
| Inventory | 4,432 | - | 4,432 |
| Current financial assets | |||
| Trade and other receivables | 2,992 | - | 2,992 |
| Cash and cash equivalents | 6,867 | - | 6,867 |
| Non-current trade and other receivables | 77 | - | 77 |
| Current financial liabilities | |||
| Trade and other payables | (4,835) | (1,280) | (6,115) |
| Non-current trade and other payables | (360) | - | (360) |
| Non-current provision | (1,419) | - | (1,419) |
| Deferred tax liability | - | (1,905) | (1,905) |
| Total identifiable assets | 7,952 | 7,620 | 15,572 |
| Goodwill | 25,559 | ||
| Total consideration | 41,131 | ||
| Satisfied by: | |||
| Cash | 41,131 | ||
| Total consideration transferred | 41,131 | ||
| Net cash outflow arising on acquisition | |||
| Cash consideration | 41,131 | ||
| Less: cash and cash equivalent balances acquired | (6,867) | ||
| 34,264 |
The fair value of the financial assets includes trade receivables with a fair value of £2,250k and a gross contractual value of £2,336k. The best estimate at acquisition date of the contract cash flows not to be collected is £nil.
The goodwill of £25,559k arising from the acquisition consists of expected growth related to new customers, which will assist Amino to further penetrate the US market in particular, new technology including broadcast Hybrid and a hosted field service software suite and expected synergies from combining the operations of Entone Inc. with Amino Communications Limited. None of the goodwill is expected to be deductible for income tax purposes.
Entone Inc. contributed £15,228k revenue and £2,434k to the Group's profit for the period between the date of acquisition and the balance sheet date.
If the acquisition of Entone Inc. had been completed on the first day of the financial year, group revenues for the period would have been £61,061k and group profit after tax would have been £53k.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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