TIDMESCH
RNS Number : 4834H
Escher Group Holdings PLC
13 March 2018
13 March 2018
Escher Group Holdings plc
Robust operational performance and cash generation despite
absence of major one-off licence sales
Escher Group Holdings plc (AIM: ESCH, "Escher" or "the Group"),
a world leading provider of outsourced, point of service software
to the postal industry, has published its results for the year
ended 31 December 2017.
On 8 February 2018, Escher announced in a joint statement with
Exeter Acquisition Limited ("Hanover BidCo") that both companies
had reached agreement on the terms of a recommended cash offer to
be made by Hanover BidCo for Escher. Under the terms of the offer,
each Escher shareholder will be entitled to receive 185 pence in
cash per Escher share. The Offer values Escher at approximately
GBP35.32 million on a fully diluted basis on that date.
Financial highlights
-- Group revenue US$18.2 million (2016: US$22.4 million)
o Recurring revenue 61% of total revenues (2016: 52%) (1)
o Maintenance revenue US$7.7 million (2016: US$8.2 million)
o Support revenues US$2.9 million (2016: US$3.4 million)
-- Adjusted EBITDA* US$2.9 million (2016: US$5.7 million)
-- Profit before tax (before exceptional items) US$0.13 million (2016: US$2.7 million)
-- Exceptional non-cash goodwill impairment charge US$8.5 million (2016: $nil)
-- Basic loss per share US$49.1 cents (2016: earnings per share US$10.0 cents)
-- Strong cash generation from recurring and repeating revenue
streams resulted in net positive cash position at year end of
US$0.1 million (31 December 2016: US$0.1 million), including
exceptional costs of restructuring and costs associated with
exploring a potential acquisition in US licensing and permitting
market
Operational highlights
-- Strong demand for services from existing customers looking to
realise transformative projects, notably in mobile and kiosk
applications
-- Continued broadening of technology offering including launch of Riposte on iOS and Android
o New licence sale of Mobile platform to North American
client
-- No major one-off licence sales, with multiple opportunities deferred to 2018 and beyond
-- Completion of restructuring of cost base to deliver
profitability and cash generation, even in years without major
one-off licence sales
-- Secured new US$8 million revolving credit facility extending to 2022.
-- Continued investment in RiposteTrEx in support of new
licensing and permitting business and in exploring paths to market
for this technology in US
1) Recurring revenue includes the following revenue categories:
subscription element within software licence, maintenance, and
support (for further details, see "Analysis of revenue by category"
in Note 1 Segment Information).
Liam Church, Escher's Chief Executive, commented:
"2017 was characterised by continuing strong demand from our
customers for services including the sale of a license for our
Riposte solution on IOS to a significant customer. However, the
volatility in our business was emphasised by the lack of a major
license sale in 2017.
"A cost base restructuring completed in 2017 and our focus on
recurring revenue streams has delivered profitability and cash
generation despite the absence of major one off license sales.
"We continue to invest in our Riposte technology platform,
launching Riposte on iOS and Android, and are seeing strong demand
for services from existing customers looking to realise
transformative projects in their operations.
"The Board unanimously recommended Hanover Bidco's offer as good
for shareholders and employees. The acquisition by a strategic
shareholder, who has got to know us over almost a year and
following our restructuring, provides a platform for us to deliver
sustainable growth as a private company."
* Adjusted EBITDA represents operating profit before
depreciation, amortisation, share based payment and exceptional
items.
% movements are based on unrounded data, rather than the rounded
information presented in this report.
Enquiries:
Escher www.eschergroup.com +353 (0)1 254 5400
Liam Church, Chief Executive
Officer
Clem Garvey, Chief Financial
Officer
+44 (0)20 7886
Panmure Gordon 2500
Andrew Godber / Alina Vaskina,
Corporate Finance
Erik Anderson, Corporate Broking
+44 (0)20 7457
Instinctif Partners 2020
Adrian Duffield / Chris Birt
Market abuse regulation
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
Forward looking statements
This press release contains certain forward-looking statements.
Actual results may differ materially from those projected or
implied in such forward-looking statements. Such forward-looking
information involves risks and uncertainties that could
significantly affect expected results.
About Escher
Escher is a world leading provider of outsourced
point-of-service software for use in the worldwide postal, retail
and government sectors. Its core software, Riposte(R) , a digital
transaction management platform, enables its customers to expand
their offerings, providing new services, whilst reducing costs and
increasing efficiency.
Overview
2017 was a year of solid progress for the Group within the
postal market. A cost reduction programme, completed during 2017,
is having a positive ongoing impact on the underlying profitability
of the Escher Group. The continued investment in the flagship
Riposte technology has allowed Escher to achieve a key sale to one
of its largest customers. In addition, continued investment in
RiposteTrEx and Interactive products has presented the Group with
opportunities to create a second leg to our business.
It was disappointing that the postal procurement processes
conducted did not move to award during 2017 and did not yield a
major licence sale. Notwithstanding this, the Group produced
adjusted EBITDA of US$2.9 million (2016: US$5.7 million),
representing some 16% of revenues, thanks to strong performances in
transformative Services projects for customers and recurring
revenue streams of Maintenance, Support and Subscription, which
underpin the profitability of the business.
The Group continues to see strong cash generation as a result of
prudent cost management. A new US$8 million revolving credit
facility from Bank of Ireland was secured in December 2017,
effective 12 January 2018.
At the end of the year, the Board considered the appropriateness
of the goodwill number carried on the balance sheet since 2007.
Modelling future performance to include additional volatility in
the timing of major, one-off licence sales, an impairment charge
has been recognised to reduce this non-cash balance-sheet item from
US$29.7 million to US$21.2 million.
Current trading and outlook
Preliminary indications suggest that 2017 was another year of
growth for the worldwide postal industry. This growth is being
achieved principally in the domains of domestic e-Commerce,
international e-Commerce and financial services and is expected to
continue.
During 2017, Escher commissioned an in-depth study of the
spending intentions of postal organisations across the world to
determine the key areas of investment for them and identifying new
technologies which might have pertinence to them. This study
confirmed that the concept of integrated platforms remains at the
heart of postal transformation.
The Group expects to see increasing investment in technology by
postal organisations which wish to capitalise on the growth
opportunities in e-Commerce and believes that it is well positioned
to benefit from these opportunities. This is evidenced by the size
and quality of Escher's customer base, the relevance of its
technology for this market and the success of its participation in
postal innovation programs including the "Concept Store" for Canada
Post and the sale of Self-Service Kiosks, mobile and loyalty
solutions to multiple customers.
OPERATIONAL REVIEW
Market position
Escher remains the reference for the postal sector across the
globe and continues to build both pipeline and relevant products
for this market. Investment in mobility, particularly in recent
deployments on Android and iOS, positions the Group to deliver on
its pipeline.
However, as seen in 2017 and as announced to the market in the
trading updated of November 2017, selling cycles in the
governmental and quasi-governmental sector are long and
unpredictable and Escher's software licence sales remain
susceptible to this unpredictability. It is this volatility, duly
integrated into the Group's financial modelling, that gave rise to
the Board's decision to write-down the goodwill.
The digitisation of governmental services globally continues to
show growth. The Group made a significant exceptional investment in
2017 in exploring opportunities to penetrate the US Licensing and
Permitting market in a meaningful way, including through
acquisition.
Organisation
The Group completed a project to re-define its cost structure
and organisation, with the clear objective of arriving at a new
fixed-cost base allowing the Group to generate satisfactory EBITDA,
on an on-going basis, with minimal one-off licence sales.
Exceptional restructuring costs of US$277,000 were incurred in
the year and in combination with the benefits of the prior year's
reorganisation, resulted in an overall decline in operating
expenses in 2017 of some US$0.9 million and a decline in Cost of
Sales of a further US$0.7 million. Costs incurred in 2017 will
further reduce the Group's fixed costs on an annualised basis,
going forward.
The consolidation of the Group's Interactive Services and Retail
Services businesses into a single Postal and Retail Services unit,
facilitated improved focus on the changing needs of the postal
customer base.
Postal and Retail Services
Postal organisations worldwide are continuing to invest in
postal retail technology and the Group has been engaged in a number
of procurement processes throughout the world during 2017. It was
disappointing that none of these moved to finalisation and contract
award in 2017.
At the same time, these procurement processes themselves
highlighted the relevance of the Group's products and services to
today's postal market where Escher remains the premier provider of
point-of-service software.
As expected, in the recurring revenue streams, no new
Maintenance revenues came on stream as the most recent licence
sales have yet to produce Maintenance income. An existing
customer's maintenance service contract ended in 2017 and this
resulted in a $500,000 reduction in the maintenance line.
A renegotiation of two Support contracts during 2016 and 2017,
coupled with a reclassification of some revenue from Support to
Services, following a change of contract terms has resulted in a
reduction of $500,000 in the Support line.
The solidity of the recurring revenue streams, which brings
balance to Escher's business, underpins the Group's profitability
and cash generation. Overall, for 2017, Subscription, Maintenance
and Support represented more than 61% of revenues (2016:
52%).(2)
Escher's technological offerings to its postal clientele
expanded throughout 2017 with the sale of its mobile platform to a
major customer in North America and the implementation of systems
for Self-Service Kiosks and other e-Commerce-enabling
solutions.
As the postal clientele embraces new sources of revenue
generation and growth, the integrated platforms provided by Escher
continue to become increasingly pertinent in their IT strategies
and, over time, will present the Group with opportunities to sell
additional product to a growing customer base.
Escher's new point-of-service, branch-banking solution for the
Irish bank, permanent tsb, went live in its pilot branch, at the
end of 2017.
Escher continues to invest in developing new products and
services that enhance and expand the core postal offering,
reinforcing the Group's position as the number one trusted advisor
for postal organisations throughout the world.
2) Recurring revenue includes the following revenue categories:
subscription element within software licence, maintenance, and
support (for further details, see "Analysis of revenue by category"
in Note 1 Segment Information).
Digital Services
Licensing and Permitting
Since 2016 the focus of the Group's Digital Services unit has
been primarily on developing Licensing and Permitting management
solutions.
Across the world, state and local governments are looking to
digitise their current paper based processes in these areas in
order to maximise revenue generation through compliance, to
minimise costs of operation, and to simplify the citizen's
experience.
Escher's experience in developing and deploying, in partnership
with Irish post office, An Post, the Irish national Licensing and
Permitting platform, Licences.ie, confirmed that the RiposteTrEx
platform positions it well to play an important role in this
market.
In 2017, the Board decided to invest in the exploration of paths
to market in the Licensing and Permitting market in the US. Having
test-marketed Escher's technology in this geography by
investigating a significant number of opportunities in 2016, the
importance of having qualified references in this market became
evident.
The Board decided to actively pursue a potential acquisition of
an established company in this marketplace during 2017, in order to
accelerate Escher's entry into the marketplace through a referenced
and recognised American company.
A mergers and acquisitions advisor was retained and mandated to
accompany Escher in this project. A large number of potential
targets were scoped and investigated, a shortlist was established
and negotiations were engaged with a number of entities. The total
costs associated with this project appear as an exceptional charge
in the accounts in the amount of US$400,000, mainly comprising fees
arising from the M&A assignment, due diligence exercises and
legal fees.
Start-Up Investments
During 2016, the Group invested in two Irish, Fintech start-up
companies, Deposify and Circit. Both companies wished to use the
RiposteTrEx platform as a technology enabler for their business
plans. The Group provided licences and services to these entities
in return for equity. Both companies continue to evolve
positively.
The Group did not pursue further start-up investments during
2017 and no further such investments are intended at this point in
time.
FINANCIAL REVIEW
Introduction
The financial results for the year to 31 December 2017 reflect
progress in the management of the fixed-cost base and confirm the
importance of the recurring revenue streams in underpinning profit
and cash generation. The absence of a major, one-off licence sale
in the year is the principal driver of the decline in revenue and
profitability.
A good performance in Software Development and Consulting
Services, the strong contributions of the recurring Maintenance,
Support and Subscription revenue streams and tight cost control (at
levels of Cost of Sales and of Operating Expenses), resulted in an
adjusted EBITDA of US$2.9 million (2016:US$ 5.7 million),
representing some 16% of revenues (2016:25%).
Notwithstanding the absence of a major, one-off licence sale and
the exceptional expenditures on restructuring and a potential
acquisition in the Licensing and Permitting activity in the United
States, the Group ended the year in a net cash positive
position.
Revenue
Revenue was US$18.2 million (2016: US$22.4 million), reflecting
the substantial decrease in software license revenue streams.
Contribution
2017 2016 Change to Group
Analysis of revenue by category US$'000 US$'000 % %
------------------------------------ --------- --------- ------ -------------
Software licences 1,117 4,613 (76%) 6%
Software development and consulting
services 6,450 6,209 4% 36%
Maintenance 7,673 8,222 (7%) 42%
Support 2,914 3,367 (13%) 16%
18,154 22,411 (19%) 100%
------------------------------------ --------- --------- ------ -------------
Licence revenue was US$1.1 million (2016: US$4.6 million)
representing the licence element in major Subscription contract and
the sale in May 2017 of a licence for a Mobile platform to a major
customer in North America.
Maintenance revenue was US$7.7 million (2016: US$8.2 million)
following the arrival at term of one particular maintenance
contract which did not renew in 2017. As expected, no new
Maintenance contracts activated in 2017.
Support revenue was US$2.9 million (2016: US$3.4 million)
following the renegotiation at the end of 2017 of the biggest
Support contract. No renegotiation of this contract has taken place
for 2018 and some new Support arrangements have been concluded
towards the end of 2017.
The Group continues to focus on its strategy to capitalise on
one-off licence sales to produce strong recurring revenue streams.
Maintenance, Support and Subscription recurring revenue streams now
amount to 61% of overall revenue (2016: 52%).
Software development and consulting services increased by 4% to
US$6.5 million (2016: US$6.2 million) as a number of customers
engaged Escher to accompany them in transformative projects,
notably in areas such as Mobile and Self-Service-Kiosks.
Gross profit
Gross profit was US$11.5 million (2016: US$15.0 million). The
gross profit margin rate decreased to 63% (2016: 67%) reflecting
the absence of the major, one-off licence sales which carry very
high gross margins.
Exceptional items
During the year, Escher completed an extensive restructuring of
its operations with a view to arriving at a level of fixed-costs
which will allow it to be profitable, even in the absence of
one-off licence sales. Exceptional costs of US$0.3 million (2016:
US$0.3 million) were recognised in relation to this
restructuring.
Also Escher incurred costs of US$0.4 million (2016: US$nil) in
relation to the potential acquisition of a company in the US with a
view to accelerating Escher's penetration of the Licensing and
Permitting market in that jurisdiction.
There was an exceptional goodwill impairment charge of US$8.5
million passed in the 2017 accounts (2016: US$nil) to reduce the
value of intangible assets held by Escher at year end. This charge
was the result of the Group's having integrated a higher degree of
volatility in major, one-off licence sales in its modelling of
future revenues and profits.
Operating expenses/profit (before exceptional items)
Operating expenses before exceptional items decreased by US$0.9
million or 8% to US$10.9 million due to tight cost management.
Decreases of 8% were recorded in sales and marketing, 3% in
administrative expenses and 13% in research and development
(R&D), reflecting prudent cost management.
Analysis of operating expenses (before 2017 2016 Change
exceptional items) US$'000 US$'000 %
--------------------------------------- --------- --------- ------
Research and development 3,328 3,830 (13%)
Sales and marketing 3,245 3,520 (8%)
Administrative expenses 4,345 4,472 (3%)
--------------------------------------- --------- --------- ------
Total 10,918 11,822 (8%)
--------------------------------------- --------- --------- ------
The Group capitalised US$1.1 million of R&D costs (2016:
US$1.3 million), gross of government grants of US$0.2 million
(2016: US$0.3 million) in respect of internally generated
intangible assets. The amortisation charge for intangible assets
was US$2.0 million (2016: US$1.9 million). The split between the
projects and the amortisation charges are shown below.
2017 2016
US$'000 US$'000
------------------------------------ --------- ---------
RiposteTrEx capitalised cost 420 460
Riposte capitalised cost 695 886
------------------------------------ --------- ---------
Total capitalised cost during year 1,115 1,346
------------------------------------ --------- ---------
RiposteTrEx amortisation (636) (697)
Riposte amortisation (1,344) (1,244)
------------------------------------ --------- ---------
Total amortisation cost during year (1,980) (1,941)
------------------------------------ --------- ---------
Net impact on the income statement (865) (595)
------------------------------------ --------- ---------
Adjusted EBITDA
Adjusted EBITDA was US$2.9 million (2016: US$5.7 million),
reflecting the decrease in revenue offset by the reduction in costs
of sales and in operating expenses. Adjusted EBITDA represents
operating profit before depreciation, amortisation, share based
payments and exceptional items.
2017 2016
US$'000 US$'000
------------------------ --------- ---------
Operating (loss)/profit (8,664) 2,866
Add back:
Depreciation 215 282
Amortisation 1,980 1,941
------------------------ --------- ---------
EBITDA (6,469) 5,089
Share based payment 171 281
Exceptional items 9,208 287
------------------------ --------- ---------
Adjusted EBITDA 2,910 5,657
------------------------ --------- ---------
Net finance expense
Net finance expense reduced by US$0.1 million to US$0.4 million
(2016: US$0.5 million) as a result of Escher's reduced debt level.
The amortisation charge for deferred financing costs was US$0.1
million (2016: US$0.1 million).
Profit before tax (and exceptional items)
The profit before tax was US$0.1 million (2016: US$2.7 million).
Adjusted profit before tax excluding share based payments and
exceptional items was to US$0.3 million (2016: US$2.9 million).
Income tax expense
The income tax expense after exceptional items is US$0.1 million
(2016: US$0.5 million). The goodwill impairment charge of US$8.5
million for 2017 (2016: US$nil) is non-deductible for tax
purposes.
Loss per share
The Group reported a basic loss per share (LPS) of US$49.1 cents
per share (2016: earnings per share US$10.0 cents per share).
Diluted LPS was US$49.1 cents (2016: earnings US$9.8 cents per
share).
Dividend
The Board is not proposing to pay a dividend for the year.
Cash flow and net cash
Net cash remained consistent year on year at US$0.1 million on
31 December 2017 (2016: Net cash US$0.1 million).
Cash at the end of 2017 was US$5.1 million (2016: US$6.1
million) and borrowings were US$5.0 million (2016: US$6.0
million).
The net cash movement comprises net cash generated from
operations of US$1.5 million (2016: US$4.2 million) offset by cash
flows from investing activities which were US$1.5 million (2016:
US$1.5 million).
Cash used in investing activities resulted from investments in
intangible assets net of government grants (2017: US$1.0 million;
2016: US$1.1 million); acquisitions of investments of US$nil (2016:
US$0.3 million) and purchases of property, plant and equipment
(2017: US$0.5 million; 2016: US$0.1 million).
Net cash used in financing activities was US$1.0 million (2016:
US$4.0 million). During 2017 scheduled loan repayments totalling
US$1.0 million were made (2016: US$1.0 million and US$3.0 million
on our drawn debt revolver).
On 18 December 2017, the Group agreed a revised banking facility
with Bank of Ireland Corporate Banking comprising a revolving
four-year facility for US$8.0 million, which was effective from 12
January 2018. The amended term loan runs to January 2022.
Consolidated income statement
For the financial year ended 31 December 2017
2017 2017 2016 2016
Notes Before 2017 After Before 2016 After
Exceptional Exceptional exceptional Exceptional Exceptional exceptional
items items items items items items
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
Revenue 1 18,154 - 18,154 22,411 - 22,411
Cost of sales 2 (6,692) - (6,692) (7,436) - (7,436)
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
Gross profit 11,462 - 11,462 14,975 - 14,975
Operating expenses 2 (10,918) (9,208) (20,126) (11,822) (287) (12,109)
Operating (loss)/profit 544 (9,208) (8,664) 3,153 (287) 2,866
Finance income 5 5 - 5 2 - 2
Finance costs 5 (421) - (421) (490) - (490)
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
Net finance costs (416) - (416) (488) - (488)
(Loss)/profit before
income tax 128 (9,208) (9,080) 2,665 (287) 2,378
Income tax expense 6 (178) 35 (143) (547) 36 (511)
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
(Loss)/Profit for
the financial year (50) (9,173) (9,223) 2,118 (251) 1,867
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
(Loss)/Earnings per
share (in US$ cents
per share) 18
- Basic (49.1) 10.0
- Diluted (49.1) 9.8
------------------------ ------- ------------ ------------ ------------ ------------ ------------ ------------
2017 2016
Reconciliation of EBITDA and adjusted EBITDA Notes US$'000 US$'000
--------------------------------------------- ------- -------- --------
Operating (loss)/profit (8,664) 2,866
Depreciation 7 215 282
Amortisation 8 1,980 1,941
EBITDA (6,469) 5,089
Share options expense 4 171 281
Exceptional items 3 9,208 287
--------------------------------------------- ------- -------- --------
Adjusted EBITDA 2,910 5,657
--------------------------------------------- ------- -------- --------
Consolidated statement of comprehensive income
For the financial year ended 31 December 2017
2017 2016
US$'000 US$'000
-------------------------------------- -------- --------
(Loss)/profit for the financial year (9,223) 1,867
Other comprehensive income:
Items that may be reclassified to the
income statement
Currency translation differences 85 (348)
-------------------------------------- -------- --------
Total comprehensive (loss)/income for
the financial year (9,138) 1,519
-------------------------------------- -------- --------
Consolidated statement of financial position
At 31 December 2017
2017 2016
Notes US$'000 US$'000
----------------------------------- ----- -------- --------
Assets
Non-current assets
Property, plant and equipment 7 524 218
Goodwill and intangible assets 8 25,493 35,020
Deferred tax assets 6 477 534
Investments in equity instruments 12 746 746
----------------------------------- ----- -------- --------
27,240 36,518
Current assets
Trade and other receivables 10 7,340 6,712
Cash and cash equivalents 11 5,092 6,055
12,432 12,767
----------------------------------- ----- -------- --------
Total assets 39,672 49,285
----------------------------------- ----- -------- --------
Equity and liabilities
Equity attributable to equity
holders of the parent
Issued capital presented as equity 16 128 128
Share premium 16 26,909 26,909
Other reserves 999 743
Retained earnings 196 9,419
----------------------------------- ----- -------- --------
Total equity 28,232 37,199
----------------------------------- ----- -------- --------
Non-current liabilities
Borrowings 14 - 4,954
Provisions for other liabilities
and charges 22 21
----------------------------------- ----- -------- --------
22 4,975
Current liabilities
Borrowings 14 5,000 939
Trade and other payables 13 6,418 5,960
Current income tax liabilities - 212
----------------------------------- ----- -------- --------
11,418 7,111
Total liabilities 11,440 12,086
----------------------------------- ----- -------- --------
Total equity and liabilities 39,672 49,285
----------------------------------- ----- -------- --------
Consolidated statement of changes in equity
For the financial year ended 31 December 2017
Cumulative
foreign Share
Equity currency based
share Share translation payment Retained Total
capital premium reserve reserves earnings equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
------------------------ --------- --------- ------------- --------- ---------- ---------
Balance at 1 January
2016 128 26,909 (1,570) 2,380 7,552 35,399
Profit for the
financial year - - - - 1,867 1,867
Other comprehensive
income - - (348) - - (348)
------------------------ --------- --------- ------------- --------- ---------- ---------
Total comprehensive
income for the
financial year - - (348) - 1,867 (1,519)
Share based payments - - - 281 - 281
Balance at 1 January
2017 128 26,909 (1,918) 2,661 9,419 37,199
Loss for the financial
year - - - - (9,223) (9,223)
Other comprehensive
income - - 85 - - 85
------------------------ --------- --------- ------------- --------- ---------- ---------
Total comprehensive
loss
for the financial
year - - 85 - (9,223) (9,138)
Share based payments - - - 171 - 171
Balance at 31
December 2017 128 26,909 (1,833) 2,832 196 28,232
------------------------ --------- --------- ------------- --------- ---------- ---------
Consolidated statement of cash flows
For the financial year ended 31 December 2017
2017 2016
Notes US$'000 US$'000
-------------------------------------- ------- --------- ---------
Cash flows from operating activities
Cash generated from operations 15 1,543 4,827
Interest received 5 2
Interest paid (313) (348)
Income tax paid (285) (289)
R&D Tax Credit Received 543 -
Net cash generated from operating
activities 1,493 4,192
-------------------------------------- ------- --------- ---------
Cash flows from investing activities
Purchases of property, plant
and equipment 7 (519) (117)
Additions to intangible assets 8 (1,115) (1,346)
Purchase of loan notes 12 - (251)
Government grant received 162 254
-------------------------------------- ------- --------- ---------
Net cash used in investing activities (1,472) (1,460)
-------------------------------------- ------- --------- ---------
Cash flows from financing activities
Repayment of borrowings 14 (1,000) (4,000)
Borrowing costs - (6)
-------------------------------------- ------- --------- ---------
Net cash used in financing activities (1,000) (4,006)
-------------------------------------- ------- --------- ---------
Net decrease in cash and cash
equivalents (979) (1,274)
-------------------------------------- ------- --------- ---------
Cash and cash equivalents at
beginning of financial year 6,055 7,346
Foreign exchange adjustments 16 (17)
Net decrease in cash and cash
equivalents (979) (1,274)
-------------------------------------- ------- --------- ---------
Cash and cash equivalents at
end of financial year 11 5,092 6,055
-------------------------------------- ------- --------- ---------
Selected accounting policies applied in the preparation of these
consolidated financial statements are as follows:
Basis of preparation
The financial information contained in this results announcement
has been extracted from the Group financial statements for the year
ended 31 December 2017 and is presented in US$, rounded to the
nearest thousand. The financial information does not include all
the information and disclosures required in the annual financial
statements. The Group financial statements for the year ended 31
December 2017 have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations endorsed by
the European Union and were approved by the Board of Directors on
13 March 2018. The accounting policies used in preparing the group
financial statements for 31 December 2017 are consistent with those
applied in the prior year. The 2017 Annual Report will be
distributed to shareholders and made available on the Company's
website www.eschergroup.com. It will also be filed with the
Companies Registration Office. The auditors have reported on the
financial statements for the year ended 31 December 2017 and their
report was unqualified.
Notes to the financial statements
1 Segment information
In line with the requirements of IFRS 8 "Operating Segments",
the Group has identified its chief operating decision maker (CODM)
as the Board of the Company. The Board reviews the Group's internal
reporting in order to assess the performance of the Group and
allocate resources. The Board considers the business from a product
perspective and reviews working capital and overall statement of
financial position performance on a Group-wide basis. Consequently,
the Board determined there to be only one segment.
The Board assesses the performance of the segment based
primarily on measures of revenues, adjusted EBITDA and profit
before tax. These revenues derive from the following main
sources:
2017 2016
Analysis of revenue by category US$'000 US$'000
------------------------------------ --------- ---------
Software licences 1,117 4,613
Software development and consulting
services 6,450 6,209
Maintenance 7,673 8,222
Support 2,914 3,367
------------------------------------ --------- ---------
18,154 22,411
------------------------------------ --------- ---------
The entity is domiciled in the Republic of Ireland. The Group's
external revenues are derived from the following main geographic
locations:
2017 2016
US$'000 US$'000
----------------------- --------- ---------
Ireland 1,052 1,508
UK 301 609
Other Europe 4,724 4,768
North America 7,788 7,769
Asia-Pacific region 899 4,570
Africa and Middle East 3,390 3,187
----------------------- --------- ---------
18,154 22,411
----------------------- --------- ---------
Fluctuations in revenues with individual customers are typically
due to a combination of the number of upfront perpetual licence
contracts as well as the level and timing of development and other
software customisation requirements with that customer (the latter
being from both initial customisation work following a new licence
win and periodic projects driven by a customer's internal
requirements and software upgrades).
During the year, the Group derived revenues from the following
external customers who individually represented 10% or more of
total reported revenues for that year:
2017 2016
% %
----------------------------- ------ ------
Customer A 41% 30%
Customer B - 13%
Customer C 11% 8%
----------------------------- ------ ------
% of total reported revenues 52% 51%
----------------------------- ------ ------
The total of non-current assets (other than deferred income tax
assets and investments in equity instruments) located in the
Republic of Ireland is US$3.4 million (2016: US$8.9 million), and
the total of non-current assets located in other countries,
primarily North America, is US$22.6 million (2016: US$26.4
million).
2 Expenses by nature
2017 2016
US$'000 US$'000
----------------------------------- ------------ ---------
Employee benefit expense (note 4) 8,952 10,043
Directors' remuneration 1,461 1,292
------------ ---------
Total employee benefit expense and
directors' remuneration 10,413 11,335
Rental and utilities expense 1,189 1,124
Travel costs 673 673
Consulting and contractors expense 1,068 1,226
Insurance 567 640
(Gain)/loss on foreign exchange (172) (11)
Legal fees 329 315
Selling and marketing costs 375 407
Depreciation (note 7) 215 282
Amortisation of intangible assets
(note 8) 1,980 1,941
Data communications 181 305
Professional fees 818 679
Provision for impaired receivables 617 24
Other expenses 65 605
Goodwill Impairment 8,500 -
----------------------------------- ------------ ---------
Total 26,818 19,545
----------------------------------- ------------ ---------
Analysed as:
Cost of sales 6,692 7,436
Research and development 3,328 3,830
Sales and marketing 3,245 3,520
Administrative expenses 4,345 4,472
----------------------------------- ------------ ---------
Operating costs before exceptional
items 10,918 11,822
Exceptional items (Note 3) 9,208 287
----------------------------------- ------------ ---------
Operating costs 20,126 12,109
----------------------------------- ------------ ---------
Total 26,818 19,545
----------------------------------- ------------ ---------
3 Exceptional Items
2017 2016
US$'000 US$'000
Employee Termination Benefits 277 287
Acquisition Related Costs 431 -
Impairment in Goodwill 8,500 -
------------------------------ --------- ---------
9,208 287
------------------------------ --------- ---------
During 2017, Escher announced to its employees that they were
undertaking an additional program of restructuring, resulting in a
Group-wide headcount reduction. The program of restructuring is
fully concluded and all termination benefits have been paid in the
current reporting period. All termination benefits related to the
restructuring from the date of notification have been included in
the calculation of the exceptional item. A similar restructuring
program was undertaken in 2016 and all related termination benefits
have been paid in the 2016 financial year. The total termination
benefits that were incurred was US$277,000 (2016: US$287,000).
During 2017, Escher investigated the possibility of acquiring
another entity in the US and the associated costs related to this
investigation have been included above as a separate line item.
4 Employee benefit expense
2017 2016
US$'000 US$'000
------------------------------------- --------- ---------
Wages and salaries 8,877 10,002
Social insurance costs 656 674
Pension costs - defined contribution
scheme 257 281
------------------------------------- --------- ---------
9,790 10,957
Capitalised labour (note 8) (1,115) (1,346)
------------------------------------- --------- ---------
8,675 9,611
Employee share based payments (see
note 17) - 145
Exceptional costs 277 287
------------------------------------- --------- ---------
8,952 10,043
------------------------------------- --------- ---------
Total share based payments for the period amounted to US$171,000
(2016: US$281,000), of which US$nil (2016: US$145,000), disclosed
above, related to employees excluding Directors. The remaining
US$171,000 (2016: US$137,000) related to Directors'
remuneration.
The average number of persons employed by the Group during the
period was:
2017 2016
Number Number
------------------------- -------- --------
Development 78 93
Selling and distribution 20 21
Administration 20 25
------------------------- -------- --------
118 139
------------------------- -------- --------
The number of persons employed by the Group (including Executive
Directors) at 31 December 2017 was 108 (2016: 126).
The Group operates a number of defined contribution pension
schemes in which the majority of Group employees participate. The
assets of these schemes are held separately from those of the Group
in independently administered funds. The pension charge represents
contributions payable by the Group to the schemes and amounted to
US$257,000 for employees excluding Directors in respect of 2017
(2016: US$276,000), of which US$97,000 was accrued at the year-end
(2016: US$89,000).
5 Finance income and costs
2017 2016
US$'000 US$'000
----------------------------------- --------- ---------
Finance income
Interest income 5 2
----------------------------------- --------- ---------
Finance costs
Interest on bank borrowings (314) (346)
Amortisation of deferred financing
costs (107) (138)
Finance charges - (6)
----------------------------------- --------- ---------
(421) (490)
----------------------------------- --------- ---------
Net finance costs (416) (488)
----------------------------------- --------- ---------
6 Income tax expense
(a) Recognised in the income statement
2017 2016
US$'000 US$'000
-------------------------------------- --------- ---------
Current income tax
Irish corporation tax at 12.5% 8 107
Foreign corporation tax 117 255
Adjustments in respect of current
income tax of previous years (40) (40)
-------------------------------------- --------- ---------
Total current tax 85 322
-------------------------------------- --------- ---------
Deferred tax
Origination and reversal of temporary
differences 58 189
-------------------------------------- --------- ---------
Total deferred tax 58 189
-------------------------------------- --------- ---------
Total income tax charge recognised
in the income statement 143 511
-------------------------------------- --------- ---------
(b) Reconciliation of the total actual tax charge
The tax charge in the income statement
for the year differs from the standard
rate of corporation tax in the Republic
of Ireland of 12.5%. The differences 2017 2016
are reconciled below: US$'000 US$'000
----------------------------------------- --------- ---------
(Loss)/profit before taxation (9,080) 2,378
Tax calculated at the Irish standard
rate of corporation tax of 12.5% (1,135) 297
Effects of:
Income taxable at higher rates in
other jurisdictions 23 173
Expenses not deductible for tax purposes 1,154 17
Impact of US tax reform 55 -
R&D tax credit - non-taxable (17) (38)
Other adjustments 14 19
Foreign withholding tax suffered 89 83
Adjustment in respect of current income
tax of previous years (40) (40)
----------------------------------------- --------- ---------
Total income tax charge 143 511
----------------------------------------- --------- ---------
(c) Deferred tax
The deferred tax included in the consolidated statement of
financial position and the movement in each year is as follows:
Recognition
in income
1 January statement 31 December
2016 credit/(charge) 2016
US$'000 US$'000 US$'000
----------------------------------------- ---------- ----------------- -----------
Deferred tax assets
Unrealised foreign exchange transactions 8 2 10
Foreign R&D tax credits 180 (1) 179
Intangible assets 231 (231) -
Share options 220 41 261
Other 84 - 84
----------------------------------------- ---------- ----------------- -----------
723 (189) 534
----------------------------------------- ---------- ----------------- -----------
(c) Deferred tax (continued)
Recognition
in income
1 January statement 31 December
2017 credit/(charge) 2017
US$'000 US$'000 US$'000
----------------------------------------- ---------- ----------------- -----------
Deferred tax assets
Trade losses carried forward - 22 22
Unrealised foreign exchange transactions 10 (36) (26)
Foreign R&D tax credits 179 (1) 178
Intangible assets - 32 32
Share options 261 (31) 230
Other 84 (43) 41
----------------------------------------- ---------- ----------------- -----------
534 (57) 477
----------------------------------------- ---------- ----------------- -----------
Analysis of non-current and current portions of deferred tax
assets and liabilities:
2017 2016
US$'000 US$'000
-------------------- --------- ---------
Deferred tax assets
Non-current 408 439
Current 69 95
-------------------- --------- ---------
477 534
-------------------- --------- ---------
7 Property, plant and equipment
Fixtures
Computer and Leasehold
equipment fittings Equipment improvements Total
US$'000 US$'000 US$'000 US$'000 US$'000
------------------------- ----------- ---------- ---------- -------------- ---------
Cost
At 31 December 2015 1,490 468 248 217 2,423
Additions 98 16 3 - 117
Exchange differences (16) (4) (4) (2) (26)
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2016 1,572 480 247 215 2,514
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2016 1,572 480 247 215 2,514
Additions 115 31 97 276 519
Exchange differences 17 1 2 8 28
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2017 1,704 512 346 499 3,061
------------------------- ----------- ---------- ---------- -------------- ---------
Accumulated depreciation
At 31 December 2015 (1,358) (297) (190) (195) (2,040)
Charge for the financial
year (119) (92) (57) (14) (282)
Exchange differences 15 3 6 2 26
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2016 (1,462) (386) (241) (207) (2,296)
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2016 (1,462) (386) (241) (207) (2,296)
Charge for the financial
year (82) (77) (14) (42) (215)
Exchange differences (16) (1) (1) (8) (26)
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2017 (1,560) (464) (256) (257) (2,537)
------------------------- ----------- ---------- ---------- -------------- ---------
Net book value
At 31 December 2015 132 171 58 22 383
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2016 110 94 6 8 218
------------------------- ----------- ---------- ---------- -------------- ---------
At 31 December 2017 144 48 90 242 524
------------------------- ----------- ---------- ---------- -------------- ---------
Depreciation of US$111,000 (2016: US$160,000) has been charged
in administrative expenses and US$104,000 (2016: US$122,000) in
cost of sales in the income statement.
8 Goodwill and intangible assets
Goodwill RiposteTrEx Riposte Total
US$'000 US$'000 US$'000 US$'000
------------------------- --------- -------------- -------------- -------------
Cost
At 31 December 2015 29,853 5,494 5,883 41,230
Additions - 460 886 1,346
Government grants - - (254) (254)
Exchange differences (182) - - (182)
------------------------- --------- -------------- -------------- -------------
At 31 December 2016 29,671 5,954 6,515 42,140
------------------------- --------- -------------- -------------- -------------
At 31 December 2016 29,671 5,954 6,515 42,140
Additions - 420 695 1,115
Government grants - - (162) (162)
At 31 December 2017 29,671 6,374 7,048 43,093
------------------------- --------- -------------- -------------- -------------
Accumulated amortisation
At 31 December 2015 - (3,611) (1,568) (5,179)
Charge for the financial
year - (697) (1,244) (1,941)
At 31 December 2016 - (4,308) (2,812) (7,120)
------------------------- --------- -------------- -------------- -------------
At 31 December 2016 - (4,308) (2,812) (7,120)
Charge for the financial
year - (636) (1,344) (1,980)
Goodwill Impairment (8,500) - - (8,500)
------------------------- --------- -------------- -------------- -------------
At 31 December 2017 (8,500) (4,944) (4,156) (17,600)
------------------------- --------- -------------- -------------- -------------
Net book value
At 31 December 2015 29,853 1,883 4,315 36,051
------------------------- --------- -------------- -------------- -------------
At 31 December 2016 29,671 1,646 3,703 35,020
------------------------- --------- -------------- -------------- -------------
At 31 December 2017 21,171 1,430 2,892 25,493
------------------------- --------- -------------- -------------- -------------
The additions of US$1,115,000 (2016: US$1,346,000), gross of
government grants, all relate to capitalised labour (see note
4).
Amortisation of US$0.6 million (2016: US$0.7 million) on
RiposteTrEx and amortisation of US$1.4 million (2016: US$1.2
million) on Riposte is included in operating costs in the income
statement. As at 31 December 2017, there were product development
assets of US$2.1 million (2016: US$1.3 million) which are currently
under development and are not yet ready for use. The amortisation
of these assets had not started as at 31 December 2017. The average
remaining amortisation period of the RiposteTrEx development is 11
months (2016: 25 months). In the year there was US$1.3 million
(2016: US$1.9 million) of research and development expenditure
(excluding amortisation) recognised as an expense in the income
statement as the research activity was not viewed as being
sufficiently developed to warrant capitalisation.
Goodwill was tested for impairment as at 31 December 2017 and an
impairment charge of US$8.5 million arose. The Board of Directors
reviewed the goodwill valuation in the light of the absence of any
major, one-off licence sale in 2017. While the Board remains
confident in the Company's potential and capacity to grow, it
concluded that an increasing volatility in the current business
model of selling individually significant licences into the postal
and quasi-governmental sectors could impact the forecasted future
revenue levels which underpin the goodwill valuation, which had
remained unchanged since 2007 (other than effects of exchange
rates) . Consequently, a goodwill impairment charge was recognised
in the current year to reduce the goodwill valuation. Following the
impairment charge, the recoverable amount of the goodwill and the
intangible assets of the group of CGU's is US$25.5 million.
9 Government grants
Government grants of US$162,000 (2016: US$254,000) were
recognised in the year and were netted against the development cost
of the related intangible assets. For further details, please see
note 8.
10 Trade and other receivables
2017 2016
US$'000 US$'000
---------------------------------------- --------- ---------
Current
Trade receivables 5,517 4,399
Less provision for impaired receivables (795) (775)
------------------------------------------ --------- ---------
Trade receivable - net 4,722 3,624
Accrued income 1,767 1,953
Amounts owed by subsidiaries - -
Prepayments 250 265
Other receivables 178 150
Recoverable taxes 423 720
------------------------------------------ --------- ---------
7,340 6,712
---------------------------------------- --------- ---------
The carrying value of trade receivables and other receivables
approximates to their fair value.
Trade receivables are non-interest bearing and are generally
settled within a 45-day period.
(a) Ageing of trade receivables
The ageing analysis of past due trade receivables is set out
below:
2017 2016
US$'000 US$'000
------------------------------ --------- ---------
Neither impaired nor past due 1,223 1,872
Less than 30 days past due 1,499 812
Between 31-90 days past due 1,058 535
More than 90 days past due 942 405
Impaired 795 775
------------------------------ --------- ---------
5,517 4,399
------------------------------ --------- ---------
As of 31 December 2017, trade receivables of US$1,223,000 (2016:
US$1,872,000) were fully performing.
As of 31 December 2017, trade receivables of US$3,499,000 (2016:
US$1,752,000) were past due but not impaired. These relate to a
number of independent customers for whom there is no recent history
of default.
As of 31 December 2017, trade receivables of US$795,000 (2016:
US$775,000) were impaired. The individually impaired receivables
mainly relate to six customers (2016: three customers).
(b) The majority of the Group's customers operate within the
postal service industry, primarily representing national post
offices. As at 31 December 2017, a significant portion of the trade
receivables of the Group related to five customers (2016: five
customers) as follows:
2017 2016
% %
----------- ------ ------
Customer A 10% 19%
Customer B 22% 17%
Customer C 5% 12%
Customer D 28% 12%
Customer E 19% 8%
----------- ------ ------
No credit limits were exceeded during the year and management
does not expect any losses from non-performance by the
counterparties.
11 Cash and cash equivalents
2017 2016
US$'000 US$'000
-------------------------- --------- --------
Cash at banks and in hand 5,092 6,055
---------------------------- --------- --------
Cash at banks earns interest at floating rates based on daily
bank deposit rates. Short-term deposits are made for varying
periods depending on the immediate cash requirements of the Group
and earn interest at the respective short-term deposit rates.
The Group's currency exposure is set out below. Such exposure
comprises the cash and cash equivalents of the Group that are
denominated other than in US Dollars. As at 31 December 2017 these
exposures were as follows:
2017 2016
US$'000 US$'000
---------------------------------------- --------- ---------
Non-US Dollar denominated cash balances
Euro 1,090 2,228
Sterling 128 236
Singapore Dollar 88 100
South African Rand 16 9
---------------------------------------- --------- ---------
Total non-US Dollar 1,322 2,573
---------------------------------------- --------- ---------
12 Investments in equity instruments and loan notes
Available-for-sale financial assets include the following
classes of financial assets:
2017 2016
US$'000 US$'000
---------------------------- --------- ---------
Non-current assets
Investments carried at cost 495 495
Convertible loan notes 251 251
746 746
---------------------------- --------- ---------
Investments are designated as available-for-sale financial
assets if they do not have fixed maturities and fixed or
determinable payments, and management intends to hold on to them
for the medium to long term. The financial assets are presented as
non-current assets unless they mature, or management intends to
dispose of them within twelve months of the end of the reporting
period.
Given the nature of these investments and that they do not have
a quoted price in an active market, the fair value cannot be
reliably measured. Consequently, the investments have been measured
at cost less impairment
To determine if an available-for-sale financial asset is
impaired, the Group evaluates the duration and extent to which the
recoverable value is less than its cost, and the financial health
of and short-term business outlook for the investee. The Group
determined that there has been no decline in fair value of the
convertible loan notes or the cost of the investments as at the 31
December 2017 year end.
13 Trade and other payables
2017 2016
US$'000 US$'000
--------------------------------------------------- --------- ---------
Current
Trade payables 806 243
Amounts owed to subsidiaries - -
Accruals 1,163 1,220
Other creditors including tax and social insurance 473 532
Deferred revenue 3,976 3,965
----------------------------------------------------- --------- ---------
6,418 5,960
--------------------------------------------------- --------- ---------
Amounts owed to subsidiary companies are unsecured and interest
free.
2017 2016
US$'000 US$'000
------------------------------------------------------------- --------- ---------
Other creditors including tax and social insurance comprise:
Income tax deducted under PAYE 239 303
Pay related social insurance 109 115
Other creditors 125 114
--------------------------------------------------------------- --------- ---------
473 532
------------------------------------------------------------- --------- ---------
14 Borrowings
Book value Fair value
-------------------- --------------------
2017 2016 2017 2016
US$'000 US$'000 US$'000 US$'000
------------------------- --------- --------- --------- ---------
Non-current liabilities
Bank loans - 5,000 - 4,730
Deferred financing costs - (46) - (46)
------------------------- --------- --------- --------- ---------
Borrowings - 4,954 - 4,684
------------------------- --------- --------- --------- ---------
Current liabilities
Bank loans 5,000 1,000 5,000 1,000
Deferred financing costs - (61) - (61)
------------------------- --------- --------- --------- ---------
Borrowings 5,000 939 5,000 939
------------------------- --------- --------- --------- ---------
Total borrowings 5,000 5,893 5,000 5,623
------------------------- --------- --------- --------- ---------
On 9 October 2013, the Group agreed a banking facility with Bank
of Ireland Corporate Banking comprising a US$9.0 million five-year
term loan facility and a revolving twelve-month facility for US$3.0
million, which was undrawn at year end (2016: undrawn). On 18
December 2017, this facility was modified when the Group agreed a
revised banking arrangement with Bank of Ireland Corporate Banking,
effective 12 January 2018. Please see note 19 Subsequent Events for
further details.
All of the Group's borrowings are denominated in US Dollars.
Maturity of financial borrowings
The maturity profile of the carrying amount of the Group's
borrowings is set out below:
Between Between
Within 1 and 2 and After
1 year 2 years 5 years 5 years Total
US$'000 US$'000 US$'000 US$'000 US$'000
-------------------------- --------- --------- --------- --------- ---------
Group
Bank loans 1,000 5,000 - - 6,000
Deferred financing (61) (46) - - (107)
-------------------------- --------- --------- --------- --------- ---------
Borrowings at 31 December
2016 939 4,954 - - 5,893
-------------------------- --------- --------- --------- --------- ---------
Bank loans 5,000 - - - 5,000
Deferred financing - - - - -
-------------------------- --------- --------- --------- --------- ---------
Borrowings at 31 December
2017 5,000 - - - 5,000
-------------------------- --------- --------- --------- --------- ---------
Borrowings are secured by fixed and floating charges over all
the Group's assets, including the guarantee of the holding
Company.
15 Cash generated from operations
2017 2016
US$'000 US$'000
------------------------------- -------- --------
(Loss)/profit before tax (9,080) 2,378
Adjustments for:
R&D Tax Credit (128) 173
Depreciation 215 282
Amortisation of intangible
assets 1,980 1,941
Amortisation of deferred
financing 107 138
Impairment of Goodwill 8,500 -
Finance income (5) (2)
Finance costs 313 352
Employee share based payments 171 281
Effect of foreign exchange (172) (11)
Non-cash revenue transactions
(Note 12) - (495)
Changes in working capital
Trade and other receivables (820) 515
Trade and other payables 462 (379)
--------------------------------- -------- --------
Cash generated from operations 1,543 4,827
--------------------------------- -------- --------
16 Share capital and share premium
Number
of Ordinary
ordinary shares Total
Authorised share capital shares US$'000 US$'000
------------------------------- ----------- --------- ---------
Equity share capital
At 1 January 2016, 31 December
2016 and 31 December 2017
A ordinary shares of EUR0.005
each 201,000,000 1,395 1,395
------------------------------- ----------- --------- ---------
Equity
share
capital
Number (presented Share
of as equity) premium Total
Issued share capital shares US$'000 US$'000 US$'000
------------------------------ ---------- ----------- --------- ---------
A ordinary shares of EUR0.005
each
At 1 January 2016 18,706,571 128 26,909 27,037
Shares issued during the
financial year 27,264 - - -
------------------------------ ---------- ----------- --------- ---------
At 31 December 2016 18,733,835 128 26,909 27,037
Shares issued during the
financial year 73,919 - - -
------------------------------ ---------- ----------- --------- ---------
At 31 December 2017 18,807,754 128 26,909 27,037
------------------------------ ---------- ----------- --------- ---------
During 2017, 73,919 shares (2016: 27,264) were exercised during
the year as part of the Group's share based payment scheme. For
further details, please see note 17.
17 Share based payments
In 2017, no options were granted through the Company's share
option scheme (2016: 360,000). In 2016, the options were granted in
one tranche with an exercise price of US$0.014, 180,000 of which
vest in 2017, 2018 and 2019, with the remaining 180,000 options
vesting when various market share price milestones are reached. The
Group has no legal or constructive obligation to repurchase or
settle the options in cash. Under the main share option plan the
options have a seven-year life from their date of vesting.
Movements in the number of share options outstanding and their
related weighted average exercise prices are as follows:
2017 2016
--------------------------- ---------------------------
Average exercise Average exercise
price in US$ per price in US$ per
share option Options share option Options
--------------- ----------------- -------- ----------------- --------
At 1 January 0.965 795,690 1.794 491,644
Granted - - 0.014 360,000
Forfeited 3.887 (14,402) 3.887 (28,685)
Exercised 0.006 (73,919) 0.007 (27,269)
--------------- ----------------- -------- ----------------- --------
At 31 December 1.019 707,369 0.965 795,690
--------------- ----------------- -------- ----------------- --------
Out of the 2017: 707,369 outstanding options (2016: 795,690
options), 2017: 407,369 options (2016: 435,692) were exercisable at
31 December 2017.
Share options outstanding at the end of the year have the
following expiry date and exercise prices:
Share options
------------- ------------------ -------- ----------------
Exercise
price
in US$
per
share
Grant - vest Vesting year options 2017 2016
------------- ------------------ -------- ------- -------
2012-15 2013 0.007 50,500 60,012
2014 0.007 53,333 62,845
2015 0.007 60,170 77,932
2013-16 2014 3.887 59,252 62,933
2015 3.887 62,049 67,417
2016 3.887 62,065 67,417
2015-16 2015 0.006 - 10,134
2016 0.005 - 27,000
2016-19 2017 0.014 60,000 60,000
2018 0.014 60,000 60,000
2019 0.014 60,000 60,000
subject to
2016 onwards market conditions 0.014 180,000 180,000
------------- ------------------ -------- ------- -------
707,369 795,690
------------- ------------------ -------- ------- -------
For the 180,000 options granted in 2016 and vesting over the
next three years: the weighted average fair value of options
granted during the period determined using the Black-Scholes
valuation model was US$2.7437 per option. The significant inputs
into the model were the weighted average share price of US$2.633 at
the grant date, the exercise price shown above, dividend yield of
nil, an expected option life of three years, volatility of 41.76%
based on the past movement in the share price and an annual risk
free interest rate of 4.25%. The possibility that the share price
targets might not be achieved is taken into account when estimating
the fair value of the options at grant date. The fair value of the
180,000 options granted with market conditions attached has been
considered to be nil. See note 8 for the total expense recognised
in the income statement for share options granted to Directors and
employees. See note 4 for the total expense recognised in the
income statement for share options granted to Directors and
employees.
18 (Loss)/earnings per share
Basic (loss)/earnings per share amounts are calculated by
dividing (loss)/profit for the year attributable to ordinary equity
holders of the parent by the weighted average number of ordinary
shares outstanding during the year.
Diluted (loss)/earnings per share amounts are calculated by
dividing the (loss)/profit attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of
ordinary shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the
basic and diluted (loss)/earnings per share computations.
2017 2016
US$'000 US$'000
-------------------------------------- ---------- ----------
(Loss/profit attributable to ordinary
shareholders (9,223) 1,867
--------------------------------------- ---------- ----------
Number Number
-------------------------------------- ---------- ----------
Weighted average number of shares
used in basic (LPS)/EPS 18,778,929 18,714,690
Effects of:
Employee share options - 300,875
--------------------------------------- ---------- ----------
Weighted average number of shares
used in diluted (LPS)/EPS 18,778,929 19,015,565
--------------------------------------- ---------- ----------
Basic (loss)/earnings per share
(in US$ cents per share) (49.1) 10.0
Diluted (loss)/earnings per share
(in US$ cents per share) (49.1) 9.8
--------------------------------------- ---------- ----------
19 Subsequent events
On 18 December 2017, the Group agreed a revised banking facility
with Bank of Ireland Corporate Banking comprising a revolving
four-year facility for US$8.0 million, which was effective from 12
January 2018. The amended term loan runs to January 2022. An
interest rate equivalent to Libor plus 2.7% will apply to drawn
amounts and undrawn amounts will be subject to a 1% facility
charge. Outstanding balances must be cleared down every 6 months,
commencing 1 July 2018.
On 4 January 2018, the Group announced the intention of Liam
Church to retire as Chief Executive Officer at the next Annual
General Meeting of the Company and no later than 31 May 2018.
On 8 February 2018 the boards of the Company and Hanover Active
Equity Fund LP announced that they had agreed the terms of an offer
for the entire issued and to be issued share capital of the company
not already owned by Hanover, at a price of 185 pence sterling per
share. The offer is conditional on the achievement of acceptance of
at least 50% of the share capital of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UURKRWVAOAAR
(END) Dow Jones Newswires
March 13, 2018 03:00 ET (07:00 GMT)
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