Last checked at 9 Sep 2010 07:00
EMBARGOED UNTIL 7.00am ON THURSDAY 9th SEPTEMBER 2010
DATACASH GROUP PLC ('DataCash' or 'the Company')
INTERIM RESULTS
FOR THE SIX MONTHS
ENDED 30 JUNE 2010
9 September 2010
DataCash Group Plc: DATA / Index: AIM / Sector: Support Services
DataCash Group Plc ('the Company')
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2010
The Board of DataCash Group Plc, the payment service provider, is pleased to announce its half yearly results for the six months to 30 June 2010.
Overview:
·; Revenues increased to £19.2m (June 2009: £18.0m)
·; Adjusted pre-tax profits*, increased to £8.25m (June 2009: £7.53m)
·; Adjusted* earnings per share increased to 6.5p (June 2009: 5.9p)
·; Cash balances of £19.5m (December 2009: £18.6m)
* Before goodwill amortisation and impairment and foreign exchange gains on deferred consideration.
For further information please contact:
DataCash Group PLC
Carly Smith Tel: +44 (0)20 7421 9283 Marketing & Communications Email: Carly.Smith@datacash.com
David Bailey Tel:+ 44 (0)20 7421 8451
Non-Executive Deputy Chairman Mob:+44 (0)7836 258 558
Paul Burton Tel:+44 (0)20 7421 8453
Finance Director E-mail: Paul.Burton@datacash.com
Website: www.datacash.com General enquiries Tel: +44 (0)870 727 4761
About DataCash
DataCash is one of the leading European payment service providers, offering a single interface that provides e-commerce merchants with the ability to process secure payments across the world. DataCash also develops and provides outsourced electronic payment solutions, fraud prevention, alternative payment options, back office reconciliation and solutions for merchants selling via multiple channels. The company has a leading fraud solutions and technology platform.
DataCash Group Plc
Interim Report & Accounts for the six months ended 30 June 2010
Operating Review
The Board of DataCash is pleased to report on another satisfactory performance for the six month period to 30 June 2010. Headline revenues increased by 7% to £19.2m (June: 2009 £18.0m). Adjusted Group pre-tax profit (before amortisation and impairment of goodwill and foreign exchange gains on deferred consideration payments) rose by 9.7% to £8.25m and Adjusted earnings per share grew by 11% to 6.5p per share.
The continued strength of the Rand has put pressure on our cost base due to our substantial support operation in Cape Town. Despite this the Group has been able to improve operational profit margins to 41.9% (June 2009: 40.7%).
The Group continues to generate cash, and as at 30 June, cash balances were £19.5m (£18.6m as at 31 December 2009), approximately 21.1p a share.
As set out in the announcement made on 19 August 2010, the Boards of directors of MasterCard and DataCash have reached an agreement on the terms of a recommended cash offer of 360 pence per DataCash share for the entire issued and to be issued share capital of DataCash Group plc, to be made by a wholly owned subsidiary of MasterCard.
It is intended that the acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Ashley Head Chairman
9th September 2010
| Datacash Group PLC |
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| Condensed Consolidated Statement of Comprehensive Income |
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| For the period ended 30 June 2010 |
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| 6 months ended 30 June |
| 6 months ended 30 June |
| Year ended 31 Dec
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| 2010 Unaudited |
| 2009 Unaudited |
| 2009 Audited |
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| Note |
| £000 |
| £000 |
| £000 |
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| Revenue |
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| 2 |
| 19,192 |
| 18,009 |
| 36,887 |
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| Administrative expenses |
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| (11,157) |
| (10,677) |
| (20,967) |
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| Operating profit before impairment and amortisation |
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| 8,035 |
| 7,332 |
| 15,920 |
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| Impairment and amortisation |
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| 2 |
| (3,323) |
| (5,136) |
| (8,619) |
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| Total operating profit |
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| 4,712 |
| 2,196 |
| 7,301 |
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| Finance Income |
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| 271 |
| 224 |
| 727 |
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| Finance Cost - notional interest on deferred consideration |
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| (13) |
| (43) |
| (49) |
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| Foreign exchange gains on deferred consideration |
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| 36 |
| 282 |
| 156 |
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| Share of (loss)/profit from joint ventures |
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| (40) |
| 12 |
| (15) |
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| Profit before taxation |
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| 4,966 |
| 2,671 |
| 8,120 |
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Taxation |
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6 |
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(1,389) |
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(1,187) |
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(2,901) |
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Profit for the period |
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3,577 |
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1,484 |
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5,219 |
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| Other comprehensive income: |
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Exchange differences on translation of overseas operations |
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(1,192) |
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(1,983) |
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(940) |
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| Other comprehensive income for the period |
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| (1,192) |
| (1,983) |
| (940) |
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Total comprehensive income for the period |
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2,385 |
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(499) |
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4,279 |
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| Profit attributable to: Owners of the parent |
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3,538 |
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1,472 |
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5,153 |
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Non controlling interest |
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39 |
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12 |
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66 |
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Profit for the period |
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3,577 |
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1,484 |
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5,219 |
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| Total comprehensive income attributable to: Owners of the parent |
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2,346 |
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(511) |
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4,213 |
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| Non controlling interest |
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| 39 |
| 12 |
| 66 |
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| Total comprehensive income for the period |
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| 2,385 |
| (499) |
| 4,279 |
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| Basic earnings per share |
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| 7 |
| 3.86 | p | 1.59 | p | 5.62 | p |
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| Diluted earnings per share |
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| 7 |
| 3.84 | p | 1.59 | p | 5.59 | p |
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| DataCash Group PLC |
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| Condensed Consolidated Balance Sheet |
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| As at 30 June 2010 |
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| 30 June |
| 30 June |
| 31 December |
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| 2010 Unaudited |
| 2009 Unaudited |
| 2009 Audited |
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| Note | £000 |
| £000 |
| £000 |
| Non current assets |
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| Intangible assets |
| 7,567 |
| 13,526 |
| 10,879 |
| Goodwill | 4 | 55,041 |
| 54,512 |
| 55,887 |
| Property, plant and equipment |
| 1,808 |
| 2,231 |
| 2,012 |
| Investments in joint ventures |
| 33 |
| 99 |
| 72 |
| Investments |
| 4,181 |
| 3,902 |
| 4,181 |
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| 68,630 |
| 74,270 |
| 73,031 |
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| Current assets |
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| Trade and other receivables |
| 5,952 |
| 3,910 |
| 6,123 |
| Cash and cash equivalents | 8 | 19,497 |
| 13,785 |
| 18,583 |
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| 25,449 |
| 17,695 |
| 24,706 |
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| Total assets |
| 94,079 |
| 91,965 |
| 97,737 |
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| Current liabilities |
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| Trade and other payables |
| (3,163) |
| (3,348) |
| (3,698) |
| Current tax liabilities |
| (2,114) |
| (1,587) |
| (2,744) |
| Provisions - deferred consideration | 10 | (735) |
| (1,617) |
| (1,592) |
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| (6,012) |
| (6,552) |
| (8,034) |
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| Net current assets |
| 19,437 |
| 11,143 |
| 16,672 |
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| Non current liabilities |
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| Deferred tax liability |
| (1,771) |
| (3,110) |
| (2,620) |
| Provisions - deferred consideration | 10 | (465) |
| - |
| (333) |
| Other liabilities |
| (26) |
| (44) |
| (26) |
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| (2,262) |
| (3,154) |
| (2,979) |
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| Total liabilities |
| (8,274) |
| (9,706) |
| (11,013) |
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| Net assets |
| 85,805 |
| 82,259 |
| 86,724 |
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| Capital and reserves |
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| Share capital | 11 | 925 |
| 923 |
| 923 |
| Share premium account |
| 11,164 |
| 10,986 |
| 10,986 |
| Own Shares | 11 | (1,303) |
| (1,512) |
| (1,512) |
| Foreign currency translation reserve |
| 1,903 |
| 2,052 |
| 3,095 |
| Share option reserve |
| 1,692 |
| 1,356 |
| 1,502 |
| Merger reserve |
| 63,603 |
| 63,603 |
| 63,603 |
| Retained earnings |
| 7,821 |
| 4,078 |
| 7,301 |
| Equity attributable to owners of the parent Non controlling interest | 12 | 85,805 - |
| 81,486 773 |
| 85,898 826 |
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Total equity |
| 85,805 |
| 82,259 |
| 86,724 |
| DataCash Group PLC |
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| Condensed Consolidated Cash Flow Statement |
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| |
| For the period ended 30 June 2010 |
|
| 6 months |
| 6 months |
| Year |
|
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| Ended |
| Ended |
| Ended |
|
|
|
| 30 June |
| 30 June |
| 31 December |
|
| Note |
| 2010 Unaudited |
| 2009 Unaudited |
| 2009 Audited |
|
|
|
| £000 |
| £000 |
| £000 |
|
|
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| Net cash inflow from operations | 9 |
| 8,354 |
| 7,992 |
| 15,442 |
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| Interest received |
|
| 271 |
| 224 |
| 727 |
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|
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| Tax paid |
|
| (2,868) |
| (3,068) |
| (4,115) |
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| Net cash inflow from operating activities |
|
| 5,757 |
| 5,148 |
| 12,054 |
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| Cashflow from investing activities |
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|
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| Acquisition of subsidiaries (net of cash acquired) |
|
| - |
| (2,378) |
| (2,378) |
| Payment of deferred consideration | 10 |
| (1,589) |
| (3,928) |
| (4,676) |
| Investments |
|
| - |
| - |
| (279) |
| Purchase of property, plant and equipment |
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| (256) |
| (386) |
| (680) |
| Capitalised development expenditure |
|
| (261) |
| (231) |
| (874) |
| Net cash outflow from investing activities |
|
| (2,106) |
| (6,923) |
| (8,887) |
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| Cashflow from financing activities |
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|
|
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|
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| Acquisition of non controlling interest | 12 |
| (1,182) |
| - |
| - |
| Net proceeds from issue of share capital | 11 |
| 181 |
| - |
| - |
| Equity dividends paid |
|
| (1,605) |
| (1,285) |
| (1,743) |
| Net cash outflow from financing activities |
|
| (2,606) |
| (1,285) |
| (1,743) |
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| Net cash inflow/(outflow) for the period |
|
| 1,045 |
| (3,060) |
| 1,424 |
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| Cash and cash equivalents at start of the period | 8 |
| 18,583 |
| 16,641 |
| 16,641 |
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|
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|
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| Exchange (losses)/gains on cash and cash equivalents |
|
| (131) |
| 204 |
| 518 |
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| Cash and cash equivalents at the end of the period | 8 |
| 19,497 |
| 13,785 |
| 18,583 |
DataCash Group plc
Condensed Consolidated Statement of Changes in Equity
| Unaudited
| Share capital | Share premium account | Own shares | Foreign currency translation reserve | Share option reserve | Merger reserve | Retained earnings | Total | Non controlling interest | Total equity |
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| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
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| At 1 January 2010 | 923 | 10,986 | (1,512) | 3,095 | 1,502 | 63,603 | 7,301 | 85,898 | 826 | 86,724 |
| Comprehensive income |
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| Profit for the period | - | - | - | - | - | - | 3,538 | 3,538 | 39 | 3,577 |
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| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
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| Exchange differences on translation of overseas operations | - | - | - | (1,192) | - | - | - | (1,192) | - | (1,192) |
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| Total other comprehensive income | - | - | - | (1,192) | - | - | - | (1,192) | - | (1,192) |
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| Total comprehensive income for the year | - | - | - | (1,192) | - | - | 3,538 | 2,346 | 39 | 2,385 |
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| Transactions with owners |
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| Share-based payments | - | - | - | - | 190 | - | - | 190 | - | 190 |
| Issue of ESOT shares | - | - | 209 | - | - | - | (209) | - | - | - |
| Issue of shares | 2 | 178 | - | - | - | - | - | 180 | - | 180 |
| Dividends paid | - | - | - | - |
| - | (1,605) | (1,605) | - | (1,605) |
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| Total contributions by and distributions to owners | 2 | 178 | 209 | - | 190 | - | (1,814) | (1,235) | - | (1,235) |
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| Changes in ownership interests of subsidiary not resulting in loss of control: |
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|
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| Purchase of non controlling interest | - | - | - | - | - | - | (1,204) | (1,204) | (865) | (2,069) |
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| Total transactions with owners | 2 | 178 | 209 | - | 190 | - | (3,018) | (2,439) | (865) | (3,304) |
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|
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| At 30 June 2010 | 925 | 11,164 | (1,303) | 1,903 | 1,692 | 63,603 | 7,821 | 85,805 | - | 85,805 |
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| At 1 January 2009 | 923 | 10,986 | (1,512) | 4,035 | 1,365 | 63,603 | 3,891 | 83,291 | - | 83,291 |
| Comprehensive income |
|
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| Profit for the year | - | - | - | - | - | - | 5,153 | 5,153 | 66 | 5,219 |
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|
|
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|
|
|
|
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| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
| Exchange differences on translation of overseas operations | - | - | - | (940) | - | - | - | (940) | - | (940) |
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| Total other comprehensive income | - | - | - | (940) | - | - | - | (940) | - | (940) |
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|
|
|
|
|
|
|
|
|
|
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| Total comprehensive income for the year | - | - | - | (940) | - | - | 5,153 | 4,213 | 66 | 4,279 |
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|
|
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|
|
|
|
|
|
|
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| Transactions with owners |
|
|
|
|
|
|
|
|
|
|
| Share-based payments | - | - | - | - | 137 | - | - | 137 | - | 137 |
| Dividends paid | - | - | - | - | - | - | (1,743) | (1,743) | - | (1,743) |
|
|
|
|
|
|
|
|
|
|
|
|
| Total contributions by and distributions to owners | - | - | - | - | 137 | - | (1,743) | (1,606) | - | (1,606) |
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in ownership interests of subsidiary not resulting in loss of control: |
|
|
|
|
|
|
|
|
|
|
| Purchase of non controlling interest | - | - | - | - | - | - | - | - | 760 | 760 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total transactions with owners | - | - | - | - | 137 | - | (1,743) | (1,606) | 760 | (846) |
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|
|
|
|
|
|
|
| At 31 December 2009 | 923 | 10,986 | (1,512) | 3,095 | 1,502 | 63,603 | 7,301 | 85,898 | 826 | 86,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share capital | Share premium account | Own shares | Foreign currency translation reserve | Share option reserve | Merger reserve | Retained earnings | Total | Non controlling interest | Total equity |
|
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
|
|
|
|
|
| At 1 January 2009 | 923 | 10,986 | (1,512) | 4,035 | 1,365 | 63,603 | 3,891 | 83,291 | - | 83,291 |
| Comprehensive income |
|
|
|
|
|
|
|
|
|
|
| Profit for the period | - | - | - | - | - | - | 1,472 | 1,472 | 12 | 1,484 |
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
| Exchange differences on translation of overseas operations | - | - | - | (1,983) | - | - | - | (1,983) | - | (1,983) |
|
|
|
|
|
|
|
|
|
|
|
|
| Total other comprehensive income | - | - | - | (1,983) | - | - | - | (1,983) | - | - |
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the period | - | - | - | (1,983) | - | - | 1,472 | (511) | 12 | (499) |
|
|
|
|
|
|
|
|
|
|
|
|
| Transactions with owners |
|
|
|
|
|
|
|
|
|
|
| Share-based payments | - | - | - | - | (9) | - | - | (9) | - | (9) |
| Dividends paid | - | - | - | - | - | - | (1,285) | (1,285) | - | (1,285) |
|
|
|
|
|
|
|
|
|
|
|
|
| Total contributions by and distributions to owners | - | - | - | - | (9) | - | (1,285) | (1,294) | - | (1,294) |
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in ownership interests of subsidiary not resulting in loss of control: |
|
|
|
|
|
|
|
|
|
|
| Minority interest arising on business combinations | - | - | - | - | - | - | - | - | 760 | 760 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total transactions with owners | - | - | - | - | (9) | - | (1,285) | (1,294) | 760 | (534) |
|
|
|
|
|
|
|
|
|
|
|
|
| At 30 June 2009 | 923 | 10,986 | (1,512) | 2,052 | 1,356 | 63,603 | 4,078 | 81,486 | 772 | 82,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Unaudited Condensed Financial Information
For the 6 months to 30 June 2010
1. Basis of Preparation
This Report for the 6 months ended 30 June 2010 was approved by the directors on 8 September 2010. The report has been prepared under the historical cost convention as modified to include the revaluation of available-for-sale financial assets, on a going concern basis and in accordance with International Accounting Standard (`IAS') 34 `International Financial Reporting'.
Except as detailed below, the current and the comparative 6 months to June have been prepared using accounting policies and practices consistent with those adopted in the accounts for the year ended 31 December 2009 but are unaudited and are also consistent with those which will be adopted in the 2010 Annual Report and Accounts, which will be in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU and those parts of the Companies Act 2006 that remain applicable to companies reporting under IFRS.
Basis of new and revised standards
The following standards and interpretations have been applied in these financial statements:-
IFRS 2 Share-based payment (amendment)
IFRS 3 Business Combinations (Revised 2008)
IFRS 5 Non-current Assets held for Sale and Discontinued Operations (amendment)
IFRS 8 Operating Segments (amendment)
IAS 1 Presentation of Financial Statements (amendment)
IAS 7 Statement of Cash Flows (amendment)
IAS 17 Leases (amendment)
IAS 18 Revenue (amendment)
IAS 27 Consolidated and Separate Financial Statements (Revised 2008)
IAS 28 Investments in Associates
IAS 31 Investments in Joint Ventures
IAS 36 Impairment of Assets (amendment)
IAS 38 Intangible Assets (amendment)
IAS 39 Eligible Hedged Items (amendment)
IAS 39 Financial Instruments: Recognition and Measurement (amendment)
IFRS 2 Group Cash-settled Share-Based Payment Transactions (amendment)
IFRIC 9 Reassessment of Embedded Derivatives (amendment)
IFRIC 16 Hedges of a Net Investment in a Foreign Operation
IFRIC 17 Distributions of Non-cash Assets to Owners
IFRIC 18 Transfers of Assets to Customers
The directors consider the adoption of new and revised standards and interpretations as appropriate has had no material impact on the financial statements, except for IAS 27 (revised) and IFRS 3 (revised) as detailed in note 12.
The financial information contained in this Report does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.
The figures for the year ended 31 December 2009 have been extracted from the statutory accounts, which have been filed with the Registrar of Companies. The audit report was unqualified, did not include references to matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
Copies of this announcement are available from the company's website, www.datacash.com.
2. Operating segments
Information regarding the Group's reportable segments is presented below. All income in the period is derived from the rendering of outsourced payment processing services.
| Period ended 30 June 2010 | Datacash Services Limited | DataCash Limited |
| Eurocom-merce |
| Easydebit |
| Third Man |
| Inter-segment |
| Total |
|
|
| £000 | £000 |
| £000 |
| £000 |
| £000 |
| £000 |
| £000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment revenue | 8,526 | 6,746 |
| 1,390 |
| 1,601 |
| 1,040 |
| (111) |
| 19,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment profit | 4,618 | 2,528 |
| 356 |
| 356 |
| 329 |
| (152) |
| 8,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment | - | - |
| - |
| - |
| - |
| - |
| - |
|
| Amortisation | (1,726) | (361) |
| (286) |
| (308) |
| (642) |
| - |
| (3,323) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share of operating loss in joint venture |
|
|
|
|
|
|
|
|
|
|
| (40) |
|
| Finance Income |
|
|
|
|
|
|
|
|
|
|
| 271 |
|
| Finance costs |
|
|
|
|
|
|
|
|
|
|
| (13) |
|
| Foreign exchange gains on deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 36 |
|
| Profit before tax |
|
|
|
|
|
|
|
|
|
|
| 4,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment assets | 43,843 | 58,843 |
| 3,784 |
| 7,950 |
| 4,953 |
| (45,804) |
| 73,569 |
|
| Elimination of balances due from parent |
|
|
|
|
|
|
|
|
|
|
| 5,819 |
|
| Cash held by parent |
|
|
|
|
|
|
|
|
|
|
| 10,259 |
|
| Investments |
|
|
|
|
|
|
|
|
|
|
| 4,181 |
|
| Unallocated assets |
|
|
|
|
|
|
|
|
|
|
| 251 |
|
| Total assets |
|
|
|
|
|
|
|
|
|
|
| 94,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment liabilities | 19,813 | 22,029 |
| 5,099 |
| 239 |
| 1,305 |
| (45,804) |
| 2,681 |
|
| Deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 1,200 |
|
| Deferred taxation |
|
|
|
|
|
|
|
|
|
|
| 1,771 |
|
| Unallocated liabilities |
|
|
|
|
|
|
|
|
|
|
| 2,622 |
|
| Total liabilities |
|
|
|
|
|
|
|
|
|
|
| 8,274 |
|
| Period ended 30 June 2009 | Datacash Services Limited | DataCash Limited |
| Eurocom-merce |
| Easydebit |
| Third Man |
| Inter-segment |
| Total |
|
|
| £000 | £000 |
| £000 |
| £000 |
| £000 |
| £000 |
| £000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment revenue | 8,083 | 6,463 |
| 1,117 |
| 1,575 |
| 771 |
| - |
| 18,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment profit/(loss) | 4,736 | 2,422 |
| (77) |
| 261 |
| 49 |
| (59) |
| 7,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment | - | - |
| (1,569) |
| - |
| - |
| - |
| (1,569) |
|
| Amortisation | (2,184) | (227) |
| (297) |
| (323) |
| (536) |
| - |
| (3,567) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share of operating profit in joint venture |
|
|
|
|
|
|
|
|
|
|
| 12 |
|
| Finance Income |
|
|
|
|
|
|
|
|
|
|
| 224 |
|
| Finance costs |
|
|
|
|
|
|
|
|
|
|
| (43) |
|
| Foreign exchange losses on deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 282 |
|
| Profit before tax |
|
|
|
|
|
|
|
|
|
|
| 2,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment assets | 62,890 | 18,778 |
| 3,919 |
| 7,829 |
| 4,260 |
| (9,372) |
| 88,305 |
|
| Elimination of balances due from parent |
|
|
|
|
|
|
|
|
|
|
| (6,769) |
|
| Cash held by parent |
|
|
|
|
|
|
|
|
|
|
| 6,127 |
|
| Investments |
|
|
|
|
|
|
|
|
|
|
| 3,902 |
|
| Unallocated assets |
|
|
|
|
|
|
|
|
|
|
| 400 |
|
| Total assets |
|
|
|
|
|
|
|
|
|
|
| 91,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment liabilities | 5,724 | 2,432 |
| 5,438 |
| 490 |
| 209 |
| (9,372) |
| 4,921 |
|
| Deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 1,617 |
|
| Deferred taxation |
|
|
|
|
|
|
|
|
|
|
| 3,111 |
|
| Unallocated liabilities |
|
|
|
|
|
|
|
|
|
|
| 57 |
|
| Total liabilities |
|
|
|
|
|
|
|
|
|
|
| 9,706 |
|
| Year ended 31 December 2009 | Datacash Services Limited | DataCash Limited |
| Eurocom-merce |
| Easydebit |
| Third Man |
| Inter-segment |
| Total |
|
|
| £000 | £000 |
| £000 |
| £000 |
| £000 |
| £000 |
| £000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment revenue | 16,948 | 13,176 |
| 2,174 |
| 3,130 |
| 1,698 |
| (239) |
| 36,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment profit | 9,119 | 5,758 |
| 117 |
| 661 |
| 265 |
| - |
| 15,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment | - | - |
| (1,566) |
| - |
| - |
| - |
| (1,566) |
|
| Amortisation | (3,912) | (581) |
| (611) |
| (665) |
| (1,284) |
| - |
| (7,053) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share of operating loss in joint venture |
|
|
|
|
|
|
|
|
|
|
| (15) |
|
| Finance Income |
|
|
|
|
|
|
|
|
|
|
| 727 |
|
| Finance costs |
|
|
|
|
|
|
|
|
|
|
| (49) |
|
| Foreign exchange gains on deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 156 |
|
| Profit before tax |
|
|
|
|
|
|
|
|
|
|
| 8,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment assets | 59,398 | 21,639 |
| 4,142 |
| 9,099 |
| 3,843 |
| (5,485) |
| 92,636 |
|
| Elimination of balances due from parent |
|
|
|
|
|
|
|
|
|
|
| (9,405) |
|
| Cash held by parent |
|
|
|
|
|
|
|
|
|
|
| 9,972 |
|
| Investments |
|
|
|
|
|
|
|
|
|
|
| 4,180 |
|
| Unallocated assets |
|
|
|
|
|
|
|
|
|
|
| 354 |
|
| Total assets |
|
|
|
|
|
|
|
|
|
|
| 97,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment liabilities | 2,399 | 2,417 |
| 5,748 |
| 719 |
| 420 |
| (5,485) |
| 6,218 |
|
| Deferred consideration |
|
|
|
|
|
|
|
|
|
|
| 1,925 |
|
| Deferred taxation |
|
|
|
|
|
|
|
|
|
|
| 2,620 |
|
| Unallocated liabilities |
|
|
|
|
|
|
|
|
|
|
| 250 |
|
| Total liabilities |
|
|
|
|
|
|
|
|
|
|
| 11,013 |
|
3. Dividends
| 6 months ended 30 June 2010 | 6 months ended 30 June 2009 | Year ended 31 December 2009 | |||
| £000 | £000 | £000 | |||
| Ordinary: | |||||
| Final paid for the year ended 31 December 2008 1.4p | - | 1,284 | 1,284 | ||
| Interim dividend paid in respect of the year ended 31 December 2009 - 0.5p | - | - | 459 | ||
| Second interim dividend paid in respect of the year ended 31 December 2009 - 1.75p | 1,605 | - | - | ||
| 1,605 | 1,284 | 1,743 |
| 4. | Goodwill |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Goodwill on | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidation | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| £000 | |
|
| Cost |
|
|
|
|
|
|
|
|
|
|
|
| |
|
| At 1 January 2009 |
|
|
|
|
|
|
|
|
|
| 76,788 | ||
|
| Reduction in deferred contingent consideration |
|
|
|
|
| (202) | |||||||
|
| Additions |
|
|
|
|
|
|
|
|
|
|
| 266 | |
|
| Exchange differences |
|
|
|
|
|
|
|
|
| (2,038) | |||
|
| As at 30 June 2009 |
|
|
|
|
|
|
|
|
| 74,814 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Increase in deferred contingent consideration |
|
| 924 | ||||||||||
|
| Exchange differences |
|
|
|
|
|
|
|
|
| 695 | |||
|
| As at 31 December 2009 |
|
|
|
|
|
|
|
|
| 76,433 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Exchange differences |
|
|
|
|
| (1,290) | |||||||
|
| At 30 June 2010 |
|
|
|
|
| 75,143 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Aggregate impairment |
|
|
|
|
|
|
|
|
|
| |||
|
| At 1 January 2009 |
|
|
|
|
|
|
|
|
|
| 19,116 | ||
|
| Impairment |
|
|
|
|
|
|
|
|
| 1,566 | |||
|
| Exchange differences |
|
|
|
|
|
|
|
|
| (380) | |||
|
| As at 30 June 2009 |
|
|
|
|
|
|
|
|
| 20,302 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Exchange differences |
|
|
|
|
| 244 | |||||||
|
| As at 31 December 2009 |
|
|
|
|
|
|
|
|
| 20,546 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Exchange differences |
|
|
|
|
|
|
| (444) | |||||
|
| At 30 June 2010 |
|
|
|
|
|
|
| 20,102 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Carrying amount |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| At 1 January 2009 |
|
|
|
|
|
|
|
|
| 57,672 | |||
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| At 30 June 2009 |
|
|
|
|
|
|
|
|
| 54,512 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| At 31 December 2009 |
|
|
|
|
|
| 55,887 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| At 30 June 2010 |
|
|
|
|
|
| 55,041 | ||||||
|
|
| |||||||||||||
5. Adjusted earnings reconciliation
|
| 6 months ended 30 June 2010 |
| 6 months ended 30 June 2009 |
| Year ended 31 Dec 2009 |
|
| £000 |
| £000 |
| £000 |
|
|
|
|
|
|
|
| Profit before taxation per consolidated statement of comprehensive income |
4,966 |
|
2,671 |
|
8,120 |
| Adjustments: |
|
|
|
|
|
| - Impairment and amortisation | 3,323 |
| 5,136 |
| 8,619 |
| - Foreign exchange gain on deferred consideration |
(36) |
|
(282) |
|
(156) |
|
|
|
|
|
|
|
| Adjusted profit before taxation | 8,253 |
| 7,525 |
| 16,583 |
|
|
|
|
|
|
|
| Taxation per consolidated statement of comprehensive income |
(1,389) |
|
(1,187) |
|
(2,901) |
| Tax effect of adjustments detailed above | (840) |
| (920) |
| (1,755) |
| Adjusted taxation | (2,229) |
| (2,107) |
| (4,656) |
|
|
|
|
|
|
|
| Adjusted profit for the period | 6,024 |
| 5,418 |
| 11,927 |
| Adjusted profit attributable to: Owners of the parent |
5,985 |
|
5,406 |
|
11,861 |
| Minority interest | 39 |
| 12 |
| 66 |
|
| 6,024 |
| 5,418 |
| 11,927 |
The Directors believe that the adjusted profit for the period and the adjusted earnings per share figure assists in the presentation of the group's underlying performance.
6. Taxation
The group's effective tax rate for the period based on profit before taxation per the consolidated statement of comprehensive income is 28.0% (6 months to 30 June 2009: 44.4%, Full year 2009: 35.7 %).
The group's effective tax rate for the period based on the adjusted profit before taxation, as detailed in note 5 above, is 27.0% (6 months to 30 June 2009: 28.0%, Full year 2009: 28.1%).
7. Earnings per Share
The basic and diluted earnings per share is calculated using the profit for the year as set out in the statement of comprehensive income. The adjusted earnings per share is calculated using the adjusted profit as detailed in note 5 above.
Basic earnings per share has been calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period, determined in accordance with IAS 33 Earnings per share.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of conversion of all the potentially dilutive ordinary shares for which all the conditions have been met.
| Weighted average number of 1p ordinary shares in issue during the year is set out below: | 6 months ended 30 June 2010 |
| 6 months ended 30 June 2009 |
| Year ended 31 Dec 2009 |
|
| Number |
| Number |
| Number |
|
|
|
|
|
|
|
| For basic earnings per share | 91,751,923 |
| 91,712,490 |
| 91,712,490 |
|
Dilutive effect of share options |
346,449 |
|
473,906 |
|
546,397 |
|
For diluted earnings per share |
92,098,372 |
|
92,186,396 |
|
92,258,887 |
|
|
|
|
|
|
|
| Basic earnings per share | 3.86 p |
| 1.61 p |
| 5.62 p |
| Diluted earnings per share | 3.84 p |
| 1.60 p |
| 5.59 p |
|
|
|
|
|
|
|
| Adjusted basic earnings per share | 6.55 p |
| 5.89 p |
| 12.93 p |
| Adjusted diluted earnings per share | 6.50 p |
| 5.86 p |
| 12.86 p |
8. Analysis of net funds
| At 1 January 2010 | Cashflow | At 30 June 2010 | |
| £000 | £000 | £000 | |
| Cash and cash equivalents | 17,275 | 1,040 | 18,315 |
| Restricted cash held in escrow | 1,308 | (126) | 1,182 |
| 18,583 | 914 | 19,497 |
Restricted cash held in escrow relates to amounts payable under deferred consideration agreements.
9. Reconciliation of profit for the period to net cash inflow from operating activities
|
|
6 months ended 30 June 2010 |
6 months ended 30 June 2009 |
Year ended 31 December 2009 | |
|
| £'000 | £'000 | £'000 | |
| Profit for the period | 3,577 | 1,484 | 5,219 | |
| Taxation | 1,389 | 1,187 | 2,901 | |
| Finance income | (271) | (224) | (727) | |
| Finance costs | 13 | 43 | 49 | |
| Impairment and amortisation of goodwill and intangibles |
3,323 |
5,136 |
8,619 | |
| Depreciation | 494 | 571 | 1,149 | |
| Loss from sale of property, plant and equipment | - | - | 20 | |
| Loss/(Profit) on joint ventures | 40 | (12) | 15 | |
| Share option charge | 190 | (9) | 137 | |
| Exchange movements | (36) | (282) | (156) | |
| Decrease in trade and other payables | (534) | (1,439) | (1,109) | |
| Decrease/(increase) in trade and other receivables | 169 | 1,537 | (675) | |
|
|
|
|
| |
| Net cash inflow from operations | 8,354 | 7,992 | 15,442 | |
| 10. | Deferred Consideration |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| Deferred consideration is payable in respect of the acquisitions of ExperCash GmbH (formerly Easydebit GmbH) on 9 September 2008 and the non controlling interest of Datacash Fraud Services Limited on 29 March 2010. |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| Details of the movements in the deferred consideration during the period are as follows: |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| 6 months ended 30 June 2010 |
| 6 months ended 30 June 2009 |
| Year ended 31 December 2009 |
| ||
|
|
|
|
|
|
|
|
| £000 |
| £000 |
| £000 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| At the start of the period |
|
|
|
|
| 1,925 |
| 5,986 |
| 5,986 |
| |||
|
| Paid in year |
|
|
|
|
| (1,589) |
| (3,928) |
| (4,676) |
| |||
|
| Exchange differences |
|
|
|
|
| (36) |
| (282) |
| (156) |
| |||
|
| Acquisition of non controlling interest |
|
|
|
|
| 887 |
| - |
| - |
| |||
|
| Notional interest charge |
|
|
|
|
| 13 |
| 43 |
| 49 |
| |||
|
| (Reduced)/increased consideration |
|
|
|
|
| - |
| (202) |
| 722 |
| |||
|
| At the end of the period |
|
|
|
|
| 1,200 |
| 1,617 |
| 1,925 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| Current |
|
|
|
|
|
| 735 |
| 1,617 |
| 1,592 |
| ||
|
| Non-current |
|
|
|
|
|
| 465 |
| - |
| 333 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| 1,200 |
| 1,617 |
| 1,925 |
| ||
| 11. | Share Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
| During the 6 month period 164,768 (June 2009 and December 2009: nil) share options were exercised for total cash consideration of £180,472 (June 2009 and December 2009: £nil). As a result the company issued 164,768 1p shares and recognised a share premium of £178,825.
Also during the period 81,166 (June 2009 and December 2009: nil) nil cost share options were exercised for £nil cash consideration. These options were satisfied by the issue of 81,166 1p ordinary shares by the Datacash Group Plc Employee Share Ownership Trust ("ESOT"). These shares were originally acquired by the ESOT for £209,000. This deficit has been deducted from retained earnings. | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| 12. | Purchase of non-controlling interest in Datacash Fraud Services Limited |
| ||||||||||||
The Group completed the purchase of the non-controlling interest in Datacash Fraud Services Limited effective 29 March 2010. Based on the revised International Accounting Standard 27 'Consolidated and Separate Financial Statements' (IAS 27), which was adopted by the Group in the period, this transaction was accounted for in full as an equity transaction and not as a business combination. Therefore no additional goodwill or intangible assets were recorded.
| £000 | ||
| Cash consideration | 1,182 | |
| Deferred contingent consideration (see note 10) | 887 | |
| 2,069 | ||
| Elimination of non controlling interest | (865) | |
| Reduction in retained earnings | 1,204 |
INDEPENDENT REVIEW REPORT TO DATACASH GROUP PLC
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the six months ended 30 June 2010 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity and the related explanatory notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our review work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The interim financial report, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing and presenting the interim financial report in accordance with the AIM Rules for Companies.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards and International Financial Reporting Interpretations Committee pronouncements as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 June 2010 is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union and the AIM Rules for Companies.
Baker Tilly UK Audit LLP
Chartered Accountants
2 Bloomsbury Street
London, WC1B 3ST
8 September 2010