26 Feb 2013 07:00
Analyst meeting today: 9.30am start - At the offices of Charles Stanley, 131 Finsbury Pavement, EC2
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26 FEBRUARY 2013
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dotDigitalΒ GroupΒ Plc
("dotDigital or the Company")
INTERIM RESULTS ANNOUNCEMENT
For the six months ended 31 December 2012
dotDigital Group Plc (AIM:DOTD), the leading provider of services based upon intuitive 'Email Marketing - Software as a Service' ("SaaS Products") to digital marketing professionals, announces its interim results for the six months ended 31 December 2012.
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SaaS Products is predominantly centered on the core dotMailer platform.
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Six Month Key Highlights
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Β·; Group revenues up 24% (from Β£5.5m to Β£6.8m)
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Β·; Group operating profit before exceptionals increased by 40% (from Β£1.3m to Β£1.8m)
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Β·; SaaS Products operating profit before exceptionals increased by 66% (from Β£1.3m to Β£2.2m)
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Β·; Revenues in SaaS Products up 39% (from Β£4.1m to Β£5.7m)
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Β·; Net cash generated from operating activities of Β£1.4m
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β’ Strong cash position of Β£4.6m as at 31 December 2012
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Β·; dotMailer
o 551 new clients signed in the period including Investec, BBC Worldwide, ITV, Odeon Cinemas,and Balfour Beatty
o Lower than the 831 in the equivalent period but importantly reflects the Group's increased focus on higher value clients
under longer term contracts - 12-36 months
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Β·; dotSurvey
o Steady progress made with the pilot testing of the newly launched online-survey product
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Β·; Services Division
o Strategic review continues with discussions continuing following a number of indicative offers received for the division
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Β·; International Initiatives
o Sales office in New York opened in November and the level of orders and sales pipeline is showing an encouraging trend
o New sales office recently opened in Melbourne, Australia
o dotMailer interface now translated into eight languages with the plan to trial sell into selected European countries
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On outlook, Peter Simmonds, Chief Executive said:
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"The core email marketing business continues to perform very strongly and the strategy to increase sales activity in the corporate sector is showing good results with a strong pitch to win ratio, which is adding to recurring revenues and providing a cohort of higher value clients whose expenditure should continue to increase over time. Our ability to offer multinational businesses, a centrally managed parent account with locally accessible child accounts in local language and local currency billing is attracting interest from some very large businesses.
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Overall we continue to see the results of our strategy to drive recurring revenues and the level of monthly recurring revenue in the six months now represents 76.5% of total billing up from 73% at the full year ended June 2012.Our efforts to secure longer term agreements has also proved successful with 66% of new contracts in the last 6 months having terms of between 12-36 months.
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We look forward to providing further updates on progress within the Group during 2013, including progress with the strategic review of the services division and culminating in a full annual update on trading in our full year results in October 2013.
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Β For further enquiries please contact:
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dotDigital Group Plc Peter Simmonds, Chief Executive | Tel: 020 7654 8686 |
NOMAD and Co- Broker Zeus Capital Ross Andrews/Nick Cowles | Tel: 0161 831 1512 |
Co- Broker Charles Stanley Securities Dugald J.Carlean/Karri Vuori | Tel: 020 7739 8200 |
Financial PR and Investor Relations Lisa Baderoon lisa.baderoon@dotdigitalgroup.co.uk | Tel: 07721 413 496 |
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Chief Executive Report
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Overview
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As announced in the trading update on 11 January 2013, the Group continued to deliver revenue growth in line with plan and profits, before exceptional items, ahead of expectation.
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Revenues for the period to 31 December 2012 increased by 24% compared to the same period in 2011 and profit before tax and exceptional items grew by 40%.
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The table below shows that performance in the core SaaS Products division under the dotMailer brand has performed strongly with revenue growth of 39% and profit before tax growing from Β£1.3 to Β£2.2m, an increase of 66%.
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This is in contrast to the Services Division (web design and search) which has seen revenues charged to third parties decline by 21% and profits fall from Β£0.18m to a loss of Β£0.14m.
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The Board has been reviewing the strategic options for this division and has received a number of indicative offers from parties interested in acquiring this division in its entirety and also for component parts. Although discussions are still on-going at the date of this announcement the Board feels that it is prudent to recognise the potential impact this change will have onΒ the level of goodwill being carried from the division's Netcallidus acquisition in 2009. These interim accounts therefore contain an exceptional goodwill impairment charge of Β£1.5m which is explained in more detail below.
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Trading Performance by Division
Products | Services | Central Costs | Consolidated | |||||||||||||||
DecΒ | DecΒ | DecΒ | DecΒ | DecΒ | DecΒ | DecΒ | DecΒ | |||||||||||
12 | 11 | % inc* | 12 | 11 | % inc* | 12 | 11 | % inc* | 12 | 11 | % inc* | |||||||
Β Β£'m | Β£'mΒ | Β£'mΒ | Β£'mΒ | Β Β£'m | Β£'mΒ | Β£'mΒ | Β£'mΒ | |||||||||||
Sales | 5.7 | 4.1 | 39% | 1.1 | 1.4 | -21% | 6.8 | 5.5 | 24% | |||||||||
Cost of Sales | 0.4 | 0.3 | 34% | 0.6 | 0.5 | 29% | 1.0 | 0.7 | 31% | |||||||||
Gross Profit | 5.3 | 3.8 | 40% | 0.5 | 0.9 | -46% | 5.8 | 4.8 | 23% | |||||||||
Administrative Expenses | 3.1 | 2.5 | 24% | 0.6 | 0.7 | -15% | 0.3 | 0.3 | -24% | 4.0 | 3.5 | 16% | ||||||
Operating Profit before tax before exceptionals | 2.2 | 1.3 | 66% | -0.1 | 0.2 | -174% | -0.3 | -0.3 | -24% | 1.8 | 1.3 | 40% | ||||||
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* Actual % increase is based on unrounded numbers.
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Email Marketing - Software as a Service ("SaaS Products")
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Overall performance was driven by very strong revenue growth of 39% across the core high margin SaaS Products basedΒ email marketing platform, known as dotMailer.
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This strong growth was helped by a combination of successful new client wins (particularly in the corporate sector) growth in recurring spending from existing clients and improved client retention. The total number of clients signed via our sales team in the period was 551. This is lower than the 831 in the equivalent period last year but importantly reflects the realignment of the sales team on higher value clients under longer term contracts of between 12-36 months.
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In addition to our sales team based client wins, our new credit card self-service product, launched in September, has attracted over 500 "freemium" users who are predominantly smaller SME sized businesses with budgets below Β£100 per month. Of these approximately 100 have so far been converted to paying status.
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Focus on the corporate sector has resulted in the following notable client wins in the past six months includeΒ BBC Worldwide, e-Consultancy, Harveys, England Hockey Board, Investec, Osprey London, BP International, ITV, Odeon Cinemas, Ryman, Delice de France, Surrey County Council, City & Guilds, Cartridge World, Balfour Beatty and Help for Heroes.
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As previously announced over the last six months within dotMailer the focus has been on increasing the proportion of recurring monthly revenues that are under long term contractΒ
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In the period July to December 2012 66% of new contracts signed have been on long term agreements ranging from 12-36 months. The remainder have been signed on pay as you go contracts. The Board continues to recognise the merits behind long term agreements and will continue the approach of winning new business on this basis.
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Overall the ratio of monthly billing has increased from 51% contract: 49% pay as you go in December 2011 to 65% contract: 35% pay as you go in December 2012 and the average monthly spend by active clients has risen by a further 6% compared to the corresponding period 12 months ago (excluding those on prepay self service).
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Our sales office in New York opened at the end ofΒ November with the first corporate client win achieved just before the Christmas holiday and since then the level of orders and sales pipeline has shown an encouraging trend. In late January we opened a sales office in Melbourne Australia and have started building an order book.
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Now that the user interface of dotMailer has been translated into eight languages we plan to trial selling into selected European countries using native speakers based from our London offices during 2013 and working with international channel partners.
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The overall strong revenue growth combined with management of overhead costs growth at 24% gave rise to a 66% increase in profit before tax in this division.
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New SaaS Products
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Steady progress has been made with the pilot testing of our newly launched online-survey product 'dotSurvey', and we have continued to trial various marketing methods for attracting new clients and to establish reliable costs of winning and retaining these clients against the estimated lifetime values. We will review the progress of this pilot during this financial year, before committing to significantly increased marketing spend in the next financial year.
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In October we test launched a credit card self-service version of dotMailer to cater cost effectively for the needs of the smaller SME clients with smaller customer lists and lower monthly budgets. Early results from this activity are promising and we are continuing to refine the website experience for new trialists and paying customers.
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We expect to devote more development and marketing resources to building these two segments of our business during 2013 as results are reviewed and resources become available from other projects.
Services Division
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Notwithstanding the strenuous efforts of the divisional management team, performance in dotAgency, the services side of the business, which includes our search marketing business, was disappointing. Although the six months saw a growth in revenues from sale of ecommerce sites to higher value, medium sizedΒ businesses, we have yet to see this translate into profit due to higher costs of project delivery. Despite our efforts to reposition the search marketing business toΒ mitigate the impact of the changes made by Googleβ’ to their search engine algorithms in 2012, it has become clear in recent months thatΒ the original strategy of cross-selling SEO to the SME clients of dotMailer is now less attractive and less profitable because ofΒ reduced operating marginsΒ and is increasingly seen as a distraction to the core strategy of growing email marketing revenues. Revenues from SEO declined faster than expected at 21% in the period and now represent around 6% of total group revenue.
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Faced with a declining performance and as set out in our Trading Update on 11 January 2013, the Board has been reviewing all strategic options for this division. A number of changes have been implemented to both the strategy and the cost base in order to turn around the decline in profitability of this division and we expect results for the second half to reflect these changes.
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Following our trading update on 11 January 2013 the Board commenced a formal process to gauge the level of interest for the division and has to date received a number of enquiries from parties interested in discussing the acquisition of this division in its entirety and also for acquiring component parts. Following the production of an outline Information Memorandum discussions are on-going with several parties who have prepared indicative offers for this division of the business.
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Revenues shrinking by 21% have resulted in this division reporting a trading loss of Β£0.1m in the period.
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Financial Summary
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Consolidated EBITDA
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Overall group EBITDA rose from Β£1.5m to Β£2.2m, an increase of 45%, reflecting the strong performance in the core products division.
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Consolidated Profits - impact of IFRS3 impairment of goodwill
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Consolidated operating profit before exceptional items grew by 43% from Β£1.2m to Β£1.8m.
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Following the decision to carry out the strategic review of the services and SEO activity with the expectation this division will be sold, the Board has reviewed the IFRS3 implications and made two adjustments to the goodwill originally attributed to the purchase of Netcallidus.
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The first adjustment is a further write down of the contingent consideration originally attributed to the purchase price at the date of acquisition on 2009. This amounts to an impairment of Β£1m.
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The second adjustment is impairment from the actual purchase price of Β£1.3m paid for the business to adjust to the current expected value. This has resulted in a goodwill impairment in the current period of Β£0.5m.
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The net combined effect of these two accounting adjustments is to reduce the consolidated profit before tax to Β£0.2m and the profit after tax to Β£0.1m.
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Cash Generation
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The business continues to be cash generative with Β£1.6m of cash generated from operations and at the end of the period, cash at bank stood at Β£4.6m after capital expenditure of Β£0.1m to fit out the new head office, hardware upgrades of Β£0.1m and research and product development of Β£0.6m.
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Dividend Policy
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Given the current positive cash position and the strong operational cash generation of the business the Board have committed to review the Group's dividend policy before the publication of the annual results in October 2013. The future projected operational cash flows will be considered along with the requirements for cash to maintain the high growth objectives and ensure sufficient liquidity to finance potential acquisition opportunities.
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Outlook
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The core email marketing business continues to perform very strongly and the strategy to increase sales activity in the corporate sector is showing good results with a strong pitch to win ratio, which is adding to recurring revenues and providing a cohort of higher value clients whose expenditure should continue to increase over time. Our ability to offer multinational businesses, a centrally managed parent account with locally accessible child accounts in local language and local currency billing is attracting interest from some very large businesses.
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Whilst the initiatives to expand international revenues are at an early stage we have confidence from prospect feedback that the dotMailer product is well received in markets outside the UK and given management bandwidth and good hiring policies we should see overseas revenues increase steadily over the next 18 months.
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Our new online self service offerings (dotSurvey and dotMailer Self Service) are starting to generate revenues and as a Board we will be reviewing at the end of this financial year the level of marketing and technical resource to dedicate to building this revenue stream.
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Overall we continue to see the results of our strategy to drive recurring revenues and the level of monthly recurring revenue in the six months now represents 76.5% of total billing up from 73% at the full year ended June 2012. Our efforts to secure longer term agreements has also proved successful with 66% of new contracts in the last 6 months having terms of between 12-36 months.
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We look forward to providing further updates on progress within the Group during 2013, including progress with the strategic review of the services division and culminating in a full annual update on trading in our full year results in October 2013.
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Β
dotDigital Group Plc
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Consolidated Income Statement
For the six months ended 31 December 2012
(restated) | (restated) | |||||||
6 months | 6 months | 12 months | ||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | ||||||
Unaudited | Unaudited | Audited | ||||||
note | Β£'000s | Β£'000s | Β£'000s | |||||
Revenue | 6,799 | 5,486 | 11,987 | |||||
Cost of sales | (972) | (742) | (1,269) | |||||
Gross profit | 5,827 | 4,744 | 10,718 | |||||
Administrative expenses including exceptional items | (5,553) | (4,404) | (9,032) | |||||
Operating profit before exceptional items | 1,813 | 1,271 | 2,873 | |||||
Exceptional items: | ||||||||
Impairment of goodwill due to adjustment to | ||||||||
contingent consideration | (1,007) | (931) | (1,187) | |||||
Impairment of goodwill in respect of acquisition | (532) | - | - | |||||
Operating profit | 274 | 340 | 1,686 | |||||
Finance income including exceptional items | 4 | 1 | 1,083 | 1,088 | ||||
Finance costs | (64) | (22) | (1) | |||||
Profit before tax before exceptional items | 1,750 | 1,253 | 2,880 | |||||
Exceptional item: Financial income adjustment for | ||||||||
contingent consideration | 4 | - | 1,079 | 1,079 | ||||
Profit before income tax | 211 | 1,401 | 2,773 | |||||
Income tax expense | (87) | (193) | (306) | |||||
Profit for the period from continuing | ||||||||
operations attributable to shareholders | 124 | 1,208 | 2,467 | |||||
Earnings per share: | ||||||||
Basic (pence) | 5 | 0.04 | 0.44 | 0.90 | ||||
Diluted (pence) | 5 | 0.04 | 0.43 | 0.88 | ||||
Adjusted excluding exceptional items (pence) | 5 | 0.60 | 0.39 | 0.94 | ||||
Adjusted diluted excluding exceptional items (pence) | 5 | 0.59 | 0.38 | 0.92 | ||||
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dotDigital Group Plc
Β
ConsolidatedΒ Statement of Comprehensive Income
ForΒ the sixΒ months ended 31 December 2012
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Profit for the period | 124 | 1,208 | 2,467 | ||||||
Other comprehensive income | - | - | - | ||||||
Total comprehensive income | |||||||||
attributable to: | |||||||||
Owners of the parent | 124 | 1,208 | 2,467 |
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dotDigital Group Plc
Β
Consolidated statement of Financial Position
For the six months ended 31 December 2012
As at | As at | As at | ||||||||
Β 31 Dec 2011 | Β 31 Dec 2011 | Β 30 June 2012 | ||||||||
Unaudited | Unaudited | Audited | ||||||||
Β£'000s | Β£'000s | Β£'000s | ||||||||
Assets | ||||||||||
Non current assets | ||||||||||
Goodwill | 1,395 | 3,190 | 2,934 | |||||||
Intangible assets | 2,104 | 1,338 | 1,753 | |||||||
Property, plant and equipment | 519 | 295 | 404 | |||||||
4,018 | 4,823 | 5,091 | ||||||||
Current assets | ||||||||||
Trade and other receivables | 2,634 | 2,132 | 2,199 | |||||||
Cash and cash equivalents | 4,617 | 2,915 | 4,020 | |||||||
7,251 | 5,047 | 6,219 | ||||||||
Total assets | 11,269 | 9,870 | 11,310 | |||||||
Equity attributable to the | ||||||||||
owners of the parent | ||||||||||
Called up share capital | 1,379 | 1,375 | 1,377 | |||||||
Share premium | 4,781 | 4,737 | 4,754 | |||||||
Reverse acquisition reserve | (4,695) | (4,695) | (4,695) | |||||||
Other reserves | 98 | 85 | 127 | |||||||
Retained earnings | 8,326 | 6,942 | 8,202 | |||||||
Total equity | 9,889 | 8,444 | 9,765 | |||||||
Liabilities | ||||||||||
Non current liabilities | ||||||||||
Deferred tax | 25 | - | 25 | |||||||
25 | - | 25 | ||||||||
Current liabilities | ||||||||||
Trade and other payables | 1,240 | 1,137 | 1,334 | |||||||
Tax payable | 115 | 289 | 186 | |||||||
1,355 | 1,426 | 1,520 | ||||||||
Total liabilities | 1,380 | 1,426 | 1,545 | |||||||
Total equity and liabilities | 11,269 | 9,870 | 11,310 | |||||||
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dotDigitalΒ Plc
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Consolidated Statement of Changes in Equity
For theΒ six months ended 31 December 2012
Share | Share | Retained | Other | Reverse | Total | |||||||
Capital | premium | earnings | reserves | acquisition | ||||||||
reserve | ||||||||||||
Β£'000s | Β£'000s | Β£'000s | Β£'000s | Β£'000s | Β£'000s | |||||||
As at 1 July 2011 | 1,375 | 4,737 | 5,734 | 70 | (4,695) | 7,221 | ||||||
Profit after tax for the period | - | - | 1,208 | - | - | 1,208 | ||||||
Share based payment | - | - | - | 15 | - | 15 | ||||||
As at 31 December 2011 | 1,375 | 4,737 | 6,942 | 85 | (4,695) | 8,444 | ||||||
As at 1 July 2011 | 1,375 | 4,737 | 5,735 | 70 | (4,695) | 7,222 | ||||||
Profit after tax for the year | - | - | 2,467 | - | - | 2,467 | ||||||
Issue of share capital | 2 | 18 | - | - | - | 20 | ||||||
Share based payment | - | - | - | 57 | - | 57 | ||||||
As at 30 June 2012 | 1,377 | 4,755 | 8,202 | 127 | (4,695) | 9,766 | ||||||
As at 1 July 2012 | 1,377 | 4,755 | 8,202 | 127 | (4,695) | 9,766 | ||||||
Profit after tax for the period | - | - | 124 | - | - | 124 | ||||||
Share issue | 2 | 26 | - | - | - | 28 | ||||||
Share based payment | - | - | - | (29) | - | (29) | ||||||
As at 31 December 2012 | 1,379 | 4,781 | 8,326 | 98 | (4,695) | 9,889 |
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-Β ShareΒ capitalΒ isΒ theΒ amountΒ subscribedΒ forΒ sharesΒ atΒ nominal value.
-Β ShareΒ premiumΒ representsΒ theΒ excess of theΒ amountΒ subscribedΒ forΒ shareΒ capital overΒ theΒ nominal valueΒ netΒ of the
shareΒ issueΒ expenses.
-Β RetainedearningsΒ representsΒ the cumulative earningsof theΒ GroupΒ attributableΒ toΒ equityΒ shareholders.
-Β TheΒ reverseΒ acquisitionΒ reserveΒ relatesΒ toΒ theΒ adjustmentΒ requiredΒ toΒ accountΒ theΒ reverse acquisitionΒ inΒ accordance
withΒ InternationalΒ FinancialReportingΒ Standards.
-Β OtherΒ reservesΒ relateΒ toΒ theΒ chargeΒ forΒ theΒ shareΒ basedΒ paymentsΒ inΒ accordanceΒ withΒ InternationalΒ Financial
ReportingΒ Standard 2.
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dotDigitalΒ Plc
Β
Consolidated Statement of Cash Flows
For theΒ six months ended 31 December 2012
6 months | 6 months | 12 months | ||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | ||||||
Unaudited | Unaudited | Audited | ||||||
note | Β£'000s | Β£'000s | Β£'000s | |||||
Cash flow from operating activates | 6 | 1,625 | 1,174 | 3,275 | ||||
Interest paid | (64) | (22) | (1) | |||||
Tax paid | (158) | - | (193) | |||||
Net cash generated from operating activities | 1,403 | 1,152 | 3,081 | |||||
Cash flow from investing activates | ||||||||
Contingent consideration on acquisition of subsidiary | - | - | (164) | |||||
Purchase of intangible fixed assets | (615) | (520) | (1,173) | |||||
Purchase of tangible fixed assets | (220) | (120) | (315) | |||||
Sale of tangible fixed assets | - | - | 1 | |||||
Interest received | 1 | 4 | 8 | |||||
Net cash used in investing activities | (834) | (636) | (1,643) | |||||
Cash flows from financing activities | ||||||||
Loan repayments in period | - | (170) | (7) | |||||
Share issues | 28 | - | 20 | |||||
Net cash generated from financing activities | 28 | (170) | 13 | |||||
Increase in cash and cash equivalents | 597 | 346 | 1,451 | |||||
Cash and cash equivalents at beginning of period | 4,020 | 2,569 | 2,569 | |||||
Cash and cash equivalents at end of period. | 4,617 | 2,915 | 4,020 |
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Β
dotDigitalΒ Plc
Β
Notes to interim financial statements
For theΒ six months ended 31 December 2012
Β
1. GENERALΒ INFORMANTION
dotDigitalΒ GroupΒ PlcΒ isΒ aΒ companyΒ incorporatedΒ inΒ EnglandΒ and WalesΒ andΒ quotedΒ on theΒ AIMΒ market.
2. BASISΒ OFΒ INFORMATION
TheseΒ consolidatedΒ interimΒ financialhaveΒ beenΒ preparedΒ inΒ accordanceΒ withΒ InternationalΒ FinancialReporting StandardsΒ ("IFRS")Β asΒ adoptedΒ byΒ the EuropeanΒ UnionΒ andΒ onΒ aΒ historicalΒ basis,Β using theΒ accounting policiesΒ which areconsistentΒ with thoseΒ set outΒ inΒ theΒ Group'sΒ annualΒ reportΒ andΒ accountsΒ for theΒ year ended 30Β June 2012. TheΒ interimΒ financialΒ informationΒ forΒ theΒ sixΒ monthsΒ toΒ 31 December 2012, whichcompliesΒ withΒ IAS 34 'Interim FinancialΒ Reporting'Β hasΒ beenΒ approvedΒ byΒ theΒ Board of DirectorsΒ on 26Β FebruaryΒ 2013.
TheΒ unauditedΒ interimΒ financialinformationΒ forΒ theΒ periodΒ ended 31 DecemberΒ 2012 doesΒ notΒ constituteΒ statutoryΒ accountsΒ withinΒ theΒ meaningΒ ofΒ Section 435 of theΒ CompaniesΒ ActΒ 2006. Thecomparative figuresΒ forΒ the
yearΒ endedΒ 30Β JuneΒ 2012Β areΒ extractedfromΒ theΒ statutoryΒ financialstatementsΒ whichΒ have beenΒ filed with the Registrar ofΒ Companiesand containΒ anΒ unqualifiedΒ auditΒ reportΒ andΒ didΒ notΒ containΒ statementsΒ underΒ Section 498 to 502Β ofΒ theΒ CompaniesActΒ 2006.
3. SIGNIFICANTΒ ACCOUNTINGΒ POLICIES
TheΒ accountingΒ policiesΒ appliedΒ areΒ consistentwithΒ thoseΒ of theΒ annualΒ financialΒ statementsΒ for theΒ yearΒ ended 30Β JuneΒ 2012,Β asΒ describedΒ in thoseΒ financialΒ statements.
Β
There are no IFRSs or IFRIC interpretations that are effective for the first time in this financial period that would be expected to have a material impact on the group.
Β
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.
Β
Taxes onΒ incomeΒ in theΒ interimΒ periodsΒ areΒ accruedΒ using theΒ taxΒ rate thatΒ wouldΒ beΒ applicable to expected total earnings.
Β
4. FINANCEΒ INCOME
FinanceincomeΒ forΒ theΒ comparativeΒ periodsΒ includesthe effect of theΒ eliminationofΒ theΒ financialΒ instrument created inΒ relationΒ toΒ theΒ acquisition ofΒ dotSearchΒ LimitedΒ (previouslyΒ knownΒ asΒ "NetcallidusLimited")Β in 2010 asΒ requiredΒ by IFRS 3.Β TheΒ DirectorsΒ ofΒ theΒ GroupΒ haveΒ electedΒ applyΒ thisΒ to theΒ interimfiguresΒ asΒ aΒ finalΒ settlementΒ inΒ regards to
theΒ considerationΒ dueΒ toΒ theΒ previous ownersofΒ NetcallidusΒ hasΒ beenΒ agreedΒ andΒ paid. TheΒ amountΒ ofΒ theΒ adjustment isΒ Β£1,079,000.
5. EARNINGS PERΒ SHARE
Β
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Earnings per Ordinary share | |||||||||
Basic (pence) | 0.04 | 0.44 | 0.90 | ||||||
Diluted (pence) | 0.04 | 0.43 | 0.88 | ||||||
Adjusted excluding exceptional items (pence) | 0.60 | 0.39 | 0.94 | ||||||
Adjusted diluted excluding exceptional items (pence) | 0.59 | 0.38 | 0.92 | ||||||
Adjusted earnings represents earnings normalised for unique charges and income in the period: | |||||||||
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Profit attributable to shareholders | 124 | 1,208 | 2,467 | ||||||
Impairment of goodwill | 1,539 | 931 | 1,187 | ||||||
Revisions to financial instruments | - | (1,079) | (1,079) | ||||||
Profit figure utilised for adjusted EPS | 1,663 | 1,060 | 2,575 | ||||||
Weighted average number of shares in issue as follows: | |||||||||
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Weighted average number | |||||||||
Basic | 275,932,065 | 274,972,065 | 275,019,565 | ||||||
Diluted | 282,567,459 | 279,154,323 | 281,111,611 | ||||||
Adjusted excluding exceptional items (pence) | 275,932,065 | 274,972,065 | 275,019,565 | ||||||
Adjusted diluted excluding exceptional items (pence) | 282,567,459 | 279,154,323 | 281,111,611 | ||||||
Β
6. RECONCILATIONΒ OFΒ OPERATINGΒ PROFITΒ TOΒ NETΒ CASHΒ INFLOWΒ FROMΒ OPERATINGΒ ACTIVITES
Β
6 months | 6 months | 12 months | ||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | ||||||
Unaudited | Unaudited | Audited | ||||||
Β£'000s | Β£'000s | Β£'000s | ||||||
Profit before income tax | 211 | 1,401 | 2,773 | |||||
Adjustments for: | ||||||||
Exceptional items: impairment of goodwill | 1,539 | 931 | 1,187 | |||||
Depreciation and amortisation | 371 | 233 | 557 | |||||
Loss on disposal of fixed assets | - | - | 1 | |||||
Share based payments | (29) | 15 | 57 | |||||
Finance costs | 64 | 22 | 1 | |||||
Finance income | (1) | (1,083) | (1,088) | |||||
Increase in trade and other receivables | (436) | (474) | (540) | |||||
(Decrease)/Increase in trade and other payables | (94) | 129 | 327 | |||||
Net cash from operating activates | 1,625 | 1,174 | 3,275 |
Β
Β
7. CALLEDΒ UPΒ SHAREΒ CAPITAL
TheΒ issuedΒ shareΒ capitalΒ asΒ at 31Β DecemberΒ 2012Β wasΒ 275,932,065,Β OrdinaryShares ofΒ 0.5pΒ perΒ shareΒ (30 June 2012:Β 275,362,065Β OrdinaryΒ SharesΒ ofΒ 0.5pΒ perΒ shareΒ asΒ per theΒ auditedaccounts).
Β
8. SHAREΒ BASEDΒ PAYMENTS
TheΒ measurementΒ requirementsΒ ofΒ IFRS2Β haveΒ beenΒ implementedΒ inΒ respectΒ ofΒ theΒ share optionsΒ thatΒ wereΒ granted afterΒ 7Β NovemberΒ 2002. TheΒ creditΒ recognisedΒ forΒ shareΒ basedΒ paymentsΒ madeΒ duringtheΒ periodΒ isΒ Β£29,819,
(31Β DecΒ 2011:Β Β£14,634,Β 30Β JuneΒ 2012:Β Β£57,183).
Β
InΒ additionΒ to theΒ optionsΒ issuedΒ upΒ to 30 June 2012,Β asΒ outlinedin theΒ statutoryΒ financialstatements,Β TheΒ Board ofΒ DirectorsΒ alsoΒ grantedΒ 1,500,000Β optionsΒ toΒ employeesΒ of theΒ Group exercisableΒ onΒ orΒ after 1 DecemberΒ 2014
untilΒ 30Β NovemberΒ 2017. VestingΒ conditionsΒ ofΒ theΒ optionsΒ dictate thatΒ the employee mustΒ remainΒ part of theΒ Group upto theΒ date they chooseΒ to exercise theirΒ options to qualify.
Β
9. SEGMENTALΒ REPORTING
IFRS 8 requires that operatingΒ segmentsΒ beΒ identifiedon theΒ basis ofΒ internalreportingΒ andΒ decision making. The operatingΒ segments belowΒ representthoseΒ assessedΒ byΒ theΒ boardΒ as relevant to the groups internal management structure, organisation and basis of providing services and products to clients.
Period ended 31 December 2012 | Products | Services | Central costs | TOTAL | |||||
Β£'000s | Β£'000s | Β£'000s | Β£'000s | ||||||
Sales | 5,714 | 1,085 | - | 6,799 | |||||
Cost of sales | (383) | (588) | - | (972) | |||||
Gross profit | 5,331 | 497 | - | 5,827 | |||||
Overheads | (3,054) | (633) | (327) | (4,014) | |||||
Finance income | 1 | - | - | 1 | |||||
Finance costs | (64) | - | - | (64) | |||||
Profit before tax and exceptional items | 2,214 | (136) | (327) | 1,750 | |||||
Period ended 31 December 2011 | Products | Services | Central costs | TOTAL | |||||
Β£'000s | Β£'000s | Β£'000s | Β£'000s | ||||||
Sales | 4,103 | 1,383 | - | 5,486 | |||||
Cost of sales | (287) | (455) | - | (742) | |||||
Gross profit | 3,816 | 928 | - | 4,744 | |||||
Overheads | (2,464) | (745) | (264) | (3,473) | |||||
Finance income | 4 | - | - | 4 | |||||
Finance costs | (22) | - | - | (22) | |||||
Profit before tax and exceptional items | 1,334 | 183 | (264) | 1,253 | |||||
Year ended 30 June 2012 | Products | Services | Central costs | TOTAL | |||||
Β£'000s | Β£'000s | Β£'000s | Β£'000s | ||||||
Sales | 9,542 | 2,445 | - | 11,987 | |||||
Cost of sales | (439) | (830) | - | (1,269) | |||||
Gross profit | 9,103 | 1,615 | - | 10,718 | |||||
Overheads | (5,826) | (1,314) | (705) | (7,845) | |||||
Finance income | 8 | - | - | 8 | |||||
Finance costs | (1) | - | - | (1) | |||||
Profit before tax and exceptional items | 3,284 | 301 | (705) | 2,880 |
Β
10. RELATEDΒ PARTYΒ NOTE
TransactionsΒ betweenΒ theΒ companyΒ andΒ itsΒ subsidiaries,Β whoΒ areΒ relatedΒ parties,haveΒ beenΒ eliminatedon consolidationΒ andΒ areΒ notΒ disclosedΒ inΒ thisΒ note.
KeyΒ management remuneration:
KeyΒ managementΒ includes,Directors,Β AssociateΒ Directors,Β MembersΒ ofΒ theΒ ExecutiveΒ CommitteeΒ andΒ the CompanyΒ Secretary.Β TheΒ remunerationΒ paidΒ forΒ key managementΒ employeeΒ servicesΒ areΒ asΒ follows:
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Remuneration and other short term benefits | 301 | 303 | 911 | ||||||
Share based payments | (1) | 5 | 10 | ||||||
300 | 308 | 921 | |||||||
Directors & Non-Executive Directors | |||||||||
Aggregate emoluments | 272 | 263 | 602 | ||||||
Company contributions to pension scheme | 13 | 18 | 48 | ||||||
285 | 281 | 650 | |||||||
The following transactions were carried out with related parties | |||||||||
Purchase of services | |||||||||
Entities controlled by non - executive directors of the Group: | |||||||||
F Beechinor Collins - Consultancy for international | |||||||||
expansion and channel partner development | 7 | 30 | 54 | ||||||
N Nelson: Hansard Communications Ltd - Financial PR | - | 15 | - | ||||||
7 | 45 | 54 | |||||||
Β
6 months | 6 months | 12 months | |||||||
to 31 Dec 2012 | to 31 Dec 2011 | to 30 June 2012 | |||||||
Unaudited | Unaudited | Audited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Payables to related parties from sales/(purchases) of services | |||||||||
F Beechinor Collins - Consultancy for international | |||||||||
expansion and channel partner development | - | (10) | - | ||||||
Hansard Communications Ltd - Financial PR | - | - | 3 | ||||||
- | (10) | 3 | |||||||
Β
11. PRIOR PERIOD ADJUSTMENT
OnΒ 1Β JulyΒ 2011Β theΒ BoardΒ of DirectorsΒ re-categorisedΒ theΒ nature ofΒ someΒ expenditureΒ items which related to direct operational costs incurred by a group companyΒ from administrativeΒ to costofΒ sales. TheΒ impactΒ ofΒ thisΒ onΒ theΒ comparativeΒ figuresΒ onΒ theΒ incomeΒ statementΒ areΒ asΒ follows:
Β
(restated) | |||||||||
6 months | 6 months | ||||||||
to 31 Dec 2011 | to 31 Dec 2011 | ||||||||
Unaudited | Effect of change | Unaudited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Revenue | 5,486 | - | 5,486 | ||||||
Cost of sales | - | (742) | (742) | ||||||
Gross profit | 5,486 | (742) | 4,744 | ||||||
Administrative expenses | (5,146) | 742 | (4,404) | ||||||
Operating profit | 340 | - | 340 |
Β
(restated) | |||||||||
12 months | 12 months | ||||||||
to 30 June | to 30 June | ||||||||
2012 | 2012 | ||||||||
Audited | Effect of change | Audited | |||||||
Β£'000s | Β£'000s | Β£'000s | |||||||
Revenue | 11,987 | - | 11,987 | ||||||
Cost of sales | (875) | (394) | (1,269) | ||||||
Gross profit | 11,112 | (394) | 10,718 | ||||||
Administrative expenses | (9,426) | 394 | (9,032) | ||||||
Operating profit | 1,686 | - | 1,686 |
Β
12. SUBSEQUENTΒ EVENTS TOΒ 31Β DECEMBERΒ 2012
As at the date of these statements and the date they were approved by the Board of Directors the board has been reviewing the strategic options for this division and has received a number of enquiries from parties interested in acquiring this division in its entirety and also for component parts. Although discussions are still on-going at the date of this announcement the board feel that it is prudent to recognise the potential impact this change will have onΒ the level of goodwill being carried from the Netcallidus acquisition in 2009. These interim accounts therefore contain an exceptional goodwill impairment charge of Β£1.5m.
Β
13. COPIESΒ OFΒ INTERIMΒ FINANCIALΒ STATEMENTS
Β
CopiesΒ ofΒ thisΒ interimΒ statementΒ areΒ availableΒ fromΒ theΒ Company at itsΒ registered officeΒ at,Β Fingsgate,5-7 CranwoodΒ Street,Β London EC1VΒ 9EE. TheΒ interimΒ financialinformationΒ document willΒ also beΒ availableon theΒ Company'sΒ websiteΒ www.dotdigitalgroup.com.
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