TIDMGLS
RNS Number : 7514C
Galasys PLC
30 June 2016
30 June 2016
Galasys PLC
("Galasys" or the "Group" or the "Company")
Final results for the year ended 31 December 2015
Galasys PLC (AIM:GLS), a leading provider of solutions and
services to the fast growing theme park industry in Asia, is
pleased to announce its full year results for the year ended 31
December 2015 .
Financial results
-- Revenue for 2015 up 33% at MYR51.36m (2014: MYR38.62m)
-- Repeat and recurring revenue 60% of sales
-- Gross Profit up 38% at MYR27.02m (2014: MYR19.52m)
-- EBITDA down 8% MYR11.63m (2014: MYR12.58m)
o Reflects c. MYR2m of planned global expansion and R&D
amortisation in 2015
-- Profit Before Tax down 19% at MYR9.14m (2014: MYR11.34m)
o Includes a provision of GBP500,000 (c. MYR3m) for the on-going litigation fees
o Includes foreign exchange loss of MYR0.83m (c. GBP0.13m)
-- Profit After Tax down 25% at MYR7.04m (2014: MYR9.4m)
-- EPS MYR0.10 or 1.59p (2014: MYR0.16 or c. 2.91p)
-- Cash and cash equivalents of MYR16.0m (2014: MYR11.32m)
o Includes the funds raised in April 2015 amounting to GBP2.8m (MYR16.5m)
o Includes c. MYR1m pay out for I Logic Solutions Sdn Bhd acquisition.
o Reflects c. MYR11m increase in working capital for receivables due to strong revenue growth
o Invested MYR7.2m on planned global expansion and R&D in 2015
Operational Highlights:
-- Signed up an additional 73 new amusement park installed sites in 2015
-- Awarded numerous contracts from renowned companies, including:
o Shanghai International Theme Park Company Limited and Shanghai
International Theme Park; Associated Facilities Company Limited
with a total value of c. GBP660K;
o Silver Base Group for Yinji Water Park with a total value of
c. GBP500K;
o Dalian Wanda's XiShuangbanna Theme Park with a total value c.
GBP280K; and
o Mount Yandang with a total contract value c. GBP305K.
o Aerospace Theme Park with a total contract value c.
GBP225K;
o Oriental Pearl and TV Tower with a total contract value c.
GBP215K;
o Nanshan Cultural Tourism Zone with a total contract value c.
GBP200K;
o Penang Hill with a total contract value c. GBP225K;
o Malaysia Animation Park with the first contract value c.
GBP227K;
o Secured repeat orders from Enchanted Kingdom in the
Philippines as the first customer for its newly developed and
launched Mobile Ticketing and Park Map & Navigation Apps;
and
o Secured and deployed Intelligent Tourism cloud platform for
Xinjiang Province Tourism in China.
-- Raised c. GBP2.8 million through a placing with Beijing Shiji
Information Technology Co., Ltd ("Shiji")
-- Signed up partnership with Fusionex International PLC to
offer big data solutions and services.
-- Extended sales network and channels into the Philippines,
Indonesia, Dubai and Australia
-- Completed R&D for a number of new modules including
eWallet on RFID, Mobile Ticketing, Park Map & Navigation and
Smart-Q Apps, Ticketing Redemption & Vending Kiosk, Intelligent
Tourism Cloud Marketing Platform and Big Data Analytics.
-- Successful acquisition of I Logic Solutions Sdn Bhd ("I
Logic"), a leisure and entertainment solutions provider in
Malaysia
Commenting on the announcement, Mr. Seah, Chief Executive,
said:
"Galasys continues to show strong growth in the 2015 financial
year with an additional 73 new installed-sites signed up in the
period. Since the launch of CLOTA(TM) in December 2014, we managed
to integrate nearly 30 of our installed sites as at 31 December
2015 by linking their GSET ticketing systems to our CLOTA(TM)
platform, which has linked to China's leading Online Travel
Agencies (OTAs) and Travel Platforms. Our sales pipeline is
increasing and we expect further momentum as the Group continues to
expand its market coverage in China and other countries in Asia. We
are well positioned to continue to drive both our geographical
expansion and new product and services rollout in 2016 and
beyond."
For further information, please contact:
Galasys plc
Sean Seah/Kim Seng Teh + 6032858 9959
WH Ireland (Nominated Advisor & Broker)
Adrian Hadden/Mark Leonard 0207 220 1666
Newgate (Financial PR)
Adam Lloyd/Bob Huxford/Helena Bogle 0207 653 9850
About Galasys
www.Galasystec.com
Galasys is a leading integrated and modular amusement park
solutions and services provider to premier amusement parks in China
and South East Asia. Through its proprietary systems, the Group
provides amusement park operators with the ability to sell, manage
and analyse tickets, visitors, merchandise sales and other
amusement park operations. It has been operating since 2005 and
supplies solutions and services to more than 170 amusement parks in
China and South East Asia. The Group has invested more than 50
man-years in R&D and owns the intellectual properties to its
software and systems. The Group currently employs and retains more
than 140 people across Asia.
In recognition of the quality of the Group's solutions and
services, Galasys is a merit recipient for the prestigious 2015
ASOCIO ICT Awards in the category of Outstanding ICT Company.
For more information, please visit www.galasystec.com
Board Report
Strategy & Business Review
The Group's key events for 2015 was undoubtedly the successful
acquisition of I Logic Solutions Sdn Bhd ("I Logic"), the strategic
investment from Beijing Shiji Information Co. Ltd ("Shiji") and the
contract signed with the Shanghai International Theme Park Company
Limited and Shanghai International Theme Park Associated Facilities
Company Limited. These are significant milestones for the Group and
all our staff, shareholders and partners following an 11-year
build-up of the business since inception in 2005.
Acquisition of I Logic immediately enhanced our product
portfolio and customer references in terms of number of amusement
park installed sites that are using our ticketing solutions. It
also strengthened our position in Malaysia, where we are the
ticketing solution vender with the most amusement park installed
sites.
In April 2015, we finalised the strategic investment from Shiji,
an IT solution provider that is listed in Shenzhen Stock Exchange,
China. Shiji is the largest solutions provider for the hotel and
hospitality sector in China and South East Asia. Under the terms of
the Collaboration Agreement signed between Galasys and Shiji, the
two companies will cooperate in the tourism and leisure industry in
Asia by integrating their respective technology solutions, internet
ticketing platforms and payment services for the Asian market.
Galasys received net-proceeds of c. GBP2.8mil from the fund
raise.
Equally significant, the Group had signed a multi-year contract
with Shanghai International Theme Park Company Limited and Shanghai
International Theme Park Associated Facilities Company Limited to
research, develop and manage a Third Party System Integrator
platform, which includes a Business-to-business General Admission
module. The arrangement will allow Galasys to license and customise
its Intelligent Cloud Business-to-Business ("Cloud B2B") system as
a Third Party System Integrator platform, working with travel
agents in China for the sale of theme park and theatre admission
tickets. The contract will run for five years with software managed
service and annual maintenance services.
The Galasys team has been busy since IPO implementing the
Group's two-pronged strategy: focusing on selling product licensing
and services on a project basis, and investing product licensing
and services in Ticketing IT Outsourcing ("TiTo") on a
revenue-sharing basis. We have signed up a total of 73 new
amusement park installed sites in the period and had accumulated a
total of 172 installed sites as of 31st December 2015. I am pleased
that the efforts are reflected in the Group's full year results for
2015, which have shown significant improvements compared to
2014.
Prospects
The Group is in an important phase of technological and product
development. 2016 will see continuing efforts to enhance the
existing core ticketing platform using Cloud and Big Data
technologies and its associated modules including eWallet with
RFID, mobile apps, CLOTA(TM) , GALOTAS(TM) and Intelligent Tourism
and eCommerce platforms. The Group expects to see more financial
contribution arising from the commercialisation of products and
services launched in 2015. In particular, as part of the
transformational growth plan, we have developed and launched new
products and Internet platforms enabling the Group to broaden its
revenue base and reach out more directly to park visitors.
As a testament to the reliability and quality of our products
and services, we continue to secure new and highly reputable
clients such as the Malaysia Animation Park, the Dalian Wanda Group
in China, the Enchanted Kingdom in the Philippines and the Shanghai
International Theme Park Company Limited and Shanghai International
Theme Park Associated Facilities Company Limited based in
China.
In 2015, Galasys developed and launched its Intelligent Tourism
Cloud Marketing Platform ("ITCMP") which integrates with Big-data
analytics, to allow tourists to pick and choose theme-park
attractions, restaurants, hotel accommodation, transportation,
shopping and entertainment from one integrated CLOTA(TM) platform
which tourists can easily pay for via their favourite Online Travel
Agencies ("OTAs") such as C-Trip or payment gateways such as
Alipay. Yangzhou China was the first Chinese district to deploy
ITCMP and has successfully attracted millions of "free-n-easy"
tourists to visit Yangzhou. Burqin County of Xinjiang China is the
second district to use the platform, which now has over 500,000
subscribers in China through Galasys collaborations with Alitrip,
C-Trip and Tuniu, amongst others.
"Intelligent Tourism" is the application of technologies such as
the internet of things ("IoT"), cloud computing, next generation of
communication networks and intelligent data mining for the tourism
industry, in which physical and information resources are
integrated to improve tourism services, improve the tourism
experience, innovate tourism management and enhance a tourism
enterprises' competitiveness. Galasys believes that the future lies
in the concept of Intelligent Tourism, where tourists could
potentially travel to the site of their choice without the need to
carry cash. Hotels, restaurants, famous local delicacies,
convenience stores and local attractions are all available in a
single portal, together with customer reviews.
In terms of marketing and business development, the Group has a
planned investment in global business expansion, which will
increase the size and capability of the sales and marketing team
and see additional allocated R&D resources for product
internationalisation in order to reach out to new business
prospects in Asia, Middle-East, Australia and the United States of
America.
We expect to maintain the positive trends in the business in the
coming financial year as we deliver on our long term strategic
objective of transforming our current project based revenue model
into one which correlates our revenue and profits more directly to
the number of visitors to our theme-park customers.
Results
Galasys has delivered good financial performance in 2015, with
revenues up 33% at MYR51.36m (FY2014: MYR38.62m). We have seen
continued growth in demand for our products and services from
existing customers as well as successfully adding new large
customers such as Shanghai International Theme Park Company Limited
and Shanghai International Theme Park Associated Facilities Company
Limited in China, Penang Hill and Malaysia Animation Park in
Malaysia.
Although the Group achieved a significant increase in revenue,
the Group has delivered EBITDA, which decreased by 8% at MYR11.63m
(FY2014: MYR12.58m), and pre-tax profit, which decreased 19% at
MYR9.14m (FY2014: MYR11.34m). This was predominantly a result of a
provision for one-off exceptional costs of GBP500,000 for the
on-going litigation fees.
Despite this, the Group's Cash-and-cash-equivalent has increased
to MYR16.0m (FY2014: MYR11.32m). The net position increased on
receipt of the proceeds from the placing with Beijing Shiji
Information Technology Co., Ltd which raised GBP2.8m (c.
MYR16.5m).
The auditor made a qualification on the audited financial
statement for the year ended 31 December 2015 with respect of legal
fees provision of GBP500K, the audit evidence available to them was
limited because they have not been able to confirm the provision is
a reliable estimate. Due to dispute and debate within the Board,
Directors cannot clarify probable liability incurred in 2015, nor
have the auditor been able to carry out any alternative procedures
within their audit time schedule. Therefore, they were unable to
obtain sufficient appropriate audit evidence regarding the
existence and valuation of the provision (Notes 22 and 29).
A Galasys Board meeting has been held and the Board duly passed
a resolution to sign the accounts, albeit that two directors
abstained in that vote.
Market Overview
According to the Global Attractions Attendance Report published
by Themed Attraction Association and AECOM, the theme park industry
in Asia achieved very strong growth in 2015 with annual growth in
attendance numbers of 6.9%. This was higher than both the America
at 5.88% and Europe at 2.8%. The growth in the Asia market was
driven almost entirely by China where many new parks have recently
completed their first full year of operation. The report also
stated that the attendance total for the top 20 Asian water-parks
continued to surpass attendance for the top 20 water-parks in North
America. AECOM further predicts the total attendance for the top 20
Asia Pacific theme parks will also surpass those of the North
American top 20 in the near future. Against this backdrop of high
growth, we intend to continue building on our market leading
position across Asia and have made good progress entering into new
and emerging Asian markets such as the Philippines, Indonesia,
Singapore, Thailand, UAE, Oman and Sri Lanka.
Of the Top 20 amusement parks in Asia, 13 are from China and in
worldwide amusement park rankings, Chimelong Group and Songcheng,
both from China, have emerged in the World's top 20 list. Chimelong
Group had a 36% increase in total attendance while Songcheng
Worldwide had a 26% increase. Chimelong Water Park (ranked first in
terms of water park attendance worldwide) enjoyed attendance
figures of 2.35 million. This very strong year for theme parks in
Asia was propelled by the fundamental market growth, particularly
in China, based on the increases in wealth and tourism that drives
visitor numbers.
"China saw many new entries into the market - a huge
construction boom in fact, that will influence the numbers in the
future." - TEA & AECOM 2015 Theme Index
The Middle East, especially Dubai, has indicated economy growth
with more theme park projects launched due to Dubai World Expo 2020
and FIFA World Cup 2022 in Qatar.
"Dubai has had a number of tourist projects launched. Going
ahead, we will have more projects, for instance, a number of theme
parks [in the works] and a larger zoo by Dubai government besides
various retail projects. And then we have continuous renovation of
our historic areas like Al Shindaga and Al Fahidi. I would expect
over the coming years announcements on a lot more family projects"
- Helal Saeed Al Merri, Director General of Department of Tourism
and Commerce Marketing, Gulf News , 4 May 2013
Since the commercialization of CLOTA(TM) in December 2014,
Galasys has signed up the top OTAs and Travel Platforms, including
Beijing Qunar Software Technology ("Qunar"), Ctrip.com
International Ltd ("Ctrip"), Shanghai Lvmama International Travel
Agency Co. Ltd ("Lvmama"), Sichuan Brigade Butler Network
Technology ("Lvxiaobao"), Tuniu Corporation ("Tuniu"), Alitrip and
Chengdu Chenyu Culture Communication Co., Ltd. These OTAs and
Travel Platforms accounted for most of the online travel traffic in
China.
According to iResearch, among the OTAs, Ctrip (23.2%) and Tuniu
(13.4%) were still the top 2 companies in China online vacation
tour market in 2014. Among the travel platforms in China online
vacation tour market, Alitrip is the absolute leader with 17.3%
market share, followed by Qunar at 7.1% in the same year. As for
the online inbound tour market, Ctrip commands superiority over
others with 26.9%, followed by Tuniu 12.9% among the OTAs while
Alitrip led the online outbound market with 12.1% followed by Qunar
at 4.1% among the travel platforms. As for the outbound tour
market, Ctrip and Tuniu were leaders commanding 27.8% and 17.4%
respectively among the OTAs while Alitrip and Qunar were the top
two leading in the travel platform market commanding 12.1% and 4.1%
respectively.
Given such statistics, the Group is in a very good position to
successfully market CLOTA(TM) for the promotion of in-bound tourism
in countries that wish to attract more tourist trade form
China.
New Wins
The largest and most commercially significant contract win in
2015 was Shanghai International Theme Park Company Limited and
Shanghai International Theme Park Associated Facilities Company
Limited in China which brought in revenue of c. GBP660K to Galasys.
Additionally, the Group secured Yinji Water Park in the first half
of FY2015 worth c. GBP500K, followed by Dalian Wanda Xishuangbanna
Theme Park worth c. GBP280K, Mount Yandang contract worth c.
GBP305K, Aerospace Theme Park contract worth c. GBP225K, Nanshan
Cultural Tourism Zone contract worth c. GBP200K and Kanashi Theme
Park Management contract worth c. GBP180K. Outside China, we have
secured Penang Hill contract worth c. GBP225K, Malaysia Animation
Park first contract worth c. GBP227K and repeat sales from
Enchanted Kingdom worth c. GBP180K.
In 2014, Galasys secured the first contract to deploy its
ticketing management system for Enchanted Kingdom to entirely
replace the incumbent's ticketing system. Following the successful
implementation, Galasys has now secured Enchanted Kingdom as the
first customer for its newly developed and launched Mobile
Ticketing and Park Map & Navigation Apps. The contract also
includes Galasys Point-of-Sale ("GPOS") and GSET Online Ticketing
Solutions ("GSET-OTS").
From I Logic, we have secured the Tropical Island Waterpark in
Kuala Terengganu in Malaysia worth c. GBP91K. More significantly,
Galasys has signed up an additional 73 new installed-sites in 2015,
bringing total sites signed to 172 at close of FY2015. The Group is
also venturing into Japan, Indonesia, Singapore, Australia, UAE,
Oman and Sri Lanka.
TiTo, CLOTA(TM) , Intelligent Tourism and Big Data
Since the IPO the Group has introduced its TiTo engagement model
followed by the launch of its CLOTA platform. Over time, the
tourism business has evolved following the introduction of the
internet+ concept by China's Prime Minister Li Keqiang in his
Government Work Report on March 5 in 2015. Internet+ is basically
the use of Internet technology across many industries, fostering
new industries and business development. Internet+ uses Cloud
Computing ("SaaS"), Big Data, mobile Internet and IoT at the core
to simplify and enhance the way we do businesses. Thus, it is where
the intelligent tourism concept is born. The TiTo engagement model
and CLOTA platform fit very well into the intelligent tourism
initiative and Galasys has seen an accelerated adoption of its TiTo
engagement model and the CLOTA platform as a result.
In the past, we approached individual amusement parks to sell
our ticketing solutions using the TiTo engagement model and
integration to our CLOTA(TM) platform. The amusement park admission
tickets will be added into our CLOTA(TM) platform as a product to
sell to tourists via our contractual OTAs. With the intelligent
tourism initiative, we are adding other products including hotel
rooms, food and beverages, transportation, events tickets and
souvenirs as a package to sell to tourists via the OTAs. This
package is customizable for each OTA. For instance, amusement parks
and Galasys could jointly create a package that consists of
amusement park admission tickets for 2 days 1 night inclusive of
hotel rooms, food-and-beverages and souvenirs to sell to tourists
via OTAs. The availability of more packages will enable tourists to
decide and plan their trip, in a free-and-easy manner.
Furthermore, in our traditional approach to sell TiTo and
CLOTA(TM) , we approached amusement parks individually, convincing
them to sign up with us. Now with the intelligent tourism
initiative, the government intervenes to support the newly endorsed
Internet+ intelligent tourism initiative. Our approach changed
significantly and we now approach government entities such as the
city or provincial government tourism boards. Our CLOTA(TM) has
integrated with the top OTAs and travel platforms with an estimated
500 million registered users, which has caught the attention of
most tourism boards. According to iResearch, there is a continuous
boom of outbound tourists in China with 40% growth in 2012, 18.6%
growth in 2013 and an estimated 22% growth in 2014. In the first
half of 2016, we are promoting a new cross-border intelligent
tourism initiative that promotes tourism products in Malaysia,
Indonesia and Japan to tourists in China via our CLOTA(TM)
platform. With this new initiative, we are expanding our market
coverage rapidly into more Asian countries, to cross-sell tourism
products via CLOTA(TM) . Our contractual OTAs will have more
tourism products from different countries to sell to their
registered members. More tourism products mean more attractiveness
of our CLOTA(TM) platform and more revenue sharing from each
product sold.
We have also signed up a strategic collaboration with Fusionex
to embed big data collection and analytics capabilities to our
CLOTA(TM) platform. CLOTA(TM) is able to collect data, analyse and
identify consumers' behaviour, spending patterns etc. This analysis
enables us to create appropriate promotional activities and produce
more goods/services that consumers find more attractive.
Resources & Research and Development
Research and development ("R&D") remains a key business
driver for the Group in order to maintain its competitive advantage
in delivering innovative solutions ahead of the market and creating
new business trends. The Group has strong and proven R&D
capability, which we will continue to deploy to bring new products
and services to the market.
The R&D projects for the Galasys Mobile-Commerce, Park-Map
Navigation and Smart-Q Mobile apps were completed in April 2015 and
we have successfully secured new customers like Enchanted Kingdom
to deploy these apps. The Group has continued to invest in its
proprietary CLOTA(TM) platform, launched in Q4 2014. We have signed
up more OTAs and additional theme parks connected to the CLOTA(TM)
platform. The Group has successfully developed an innovative
Galasys Intelligent Tourism Cloud Marketing Platform and it was
first deployed for ShouXiHu, Yangzhou. Moreover, the Galasys
GALOTAS.com ecommerce portal was launched in Q2 2015.
After signing the Collaboration Agreement with Beijing Shiji,
both parties have been working closely to develop, integrate,
promote and sell our respective systems. From the R&D
perspective, Galasys has integrated its Platform with Shiji's hotel
management ("PMS") systems, point-of-sale systems and the Alipay
payment gateway. With these product integrations successfully
completed, the Group is positioned to sell and implement complete
solutions for the amusement and hospitality industry.
Dispute over composition of Board
On October 22nd, it was announced that Chee Keong Hee and Chee
Siong Chin would be leaving the Board. This departure process has
been the subject of dispute thereafter, as described in a number of
RNS announcements issued by the Company subsequent to that date.
The dispute is now subject to legal proceedings and the Jersey
Court is due to commence hearings on the subject on 20 September
2016. The Company will provide shareholders with further updates on
this issue as appropriate.
On 18 December 2015, Independent Non-Executive Director Garry
Peagam left the Board.
Outlook for 2016
The Group currently operates in Asia, the strongest growth
market for amusement parks and visitor numbers. The Group's growth
strategy is built on new key customer acquisitions, new products
through continuous R&D and technology partnership, the rollout
of the intelligent tourism engagement model to increase recurring
revenue, the execution of the cross border intelligent tourism
initiative, sales and distribution platform to correlate our
revenue and growth more closely to the number of visitors to our
installed sites, and geographical expansion into new
territories.
The Group is also exploring collaborations with various
technology partners to realise mutual synergies and will keep the
market and our shareholders informed in due course.
The Group continues to expand into new territories by signing up
partners in countries such as the Philippines, Indonesia, Japan,
UAE, Oman, Hong Kong and Australia. Additionally, the Group is
acquiring new clients while continuing to serve and deepen ties to
its existing client base.
Asia remains the fastest growing market for the global amusement
park industry and Galasys is well positioned to continue its growth
in this region. The Group is working on a strong sales pipeline of
projects for financial year 2016 and the Board is confident of
delivering another year of good progress and financial
performance.
Sean Seah
Chief Executive Officer
29 June 2016
Consolidated Statement of Financial Position
for the year ended 31 December 2015
2015 2014
Note MYR MYR
Non-current assets
Plant and equipment 4 529,032 493,095
Intangible assets 5 9,407,331 6,085,901
Goodwill on consolidation 6 4,262,855 550,356
Deferred tax assets 7(a) - 14,570
14,199,218 7,143,922
------------------ ------------------
Current assets
Inventories 8 101,926 1,037,779
Asset classified as held for
sale 13 142,030 -
Trade and other receivables 9 46,315,137 17,233,262
Amount owing by contract customers 10 11,541,120 8,564,195
Fixed deposits with licensed
banks 11 492,405 477,289
Cash and bank balances 12 16,835,415 11,739,417
75,428,033 39,051,942
------------------ ------------------
Total Assets 89,627,251 46,195,864
------------------ ------------------
Current liabilities
Trade and other payables 14 14,325,031 5,225,181
Short-term borrowings 15 889,657 467,871
Finance lease payables 16 28,186 29,660
Provision for taxation 7(b) 3,643,575 1,738,971
18,886,449 7,461,683
------------------ ------------------
2015 2014
Note MYR MYR
Equity
Stated capital account 18 41,903,703 25,406,103
Foreign currency translation
reserves 19(a) 7,624,782 1,294,500
Capital reserve 19(b) 728,388 671,556
Share option reserve 19(c) 528,261 172,792
Retained profits 27,996,621 21,853,473
Merger reserve 19(d) (10,851,562) (10,851,562)
Other reserve 19(e) 1,811,434 -
69,741,627 38,546,862
--------------------- -----------------------
Non-current liabilities
Other payables 25 880,256 -
Long term borrowings 15(b) 41,770 81,984
Finance lease payables 16 77,149 105,335
999,175 187,319
--------------------- -----------------------
Total Equity and Liabilities 89,627,251 46,195,864
--------------------- -----------------------
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2015
2015 2014
Note MYR MYR
Revenue 20 51,360,070 38,621,893
Cost of sales (24,342,211) (19,099,021)
Gross profit 27,017,859 19,522,872
Other operating income 21 934,610 611,722
Selling and distribution expenses (2,412,854) (725,596)
Administrative expenses (13,059,062) (6,907,528)
Other operating expenses (259,748) (1,082,203)
Operating profit 12,220,805 11,419,267
Finance costs (78,197) (80,705)
Profit before taxation excluding
non-operating expenses 12,142,608 11,338,562
Non-operating expenses
Exceptional items 29 (3,006,350) -
Profit before taxation 22 9,136,258 11,338,562
Income tax expenses 23 (2,099,316) (1,942,803)
Profit after taxation 7,036,942 9,395,759
Other comprehensive income:
Items that will or may be
reclassified to profit or loss:-
- Foreign currency translation 6,330,282 657,793
--------------------- --------------------
Total comprehensive income
for the financial year 13,367,224 10,053,552
--------------------- --------------------
Profit after taxation attributable
to:-
Owners of the company 7,036,942 9,395,759
--------------------- --------------------
Total comprehensive income attributable
to:-
Owners of the company 13,367,224 10,053,552
--------------------- --------------------
Earnings per share:
- Basic (sen) 24 9.54 15.79
--------------------- --------------------
- Diluted (sen) 24 9.54 15.79
--------------------- --------------------
Consolidated Statement of Changes in Equity (Audited)
for the year ended 31 December 2015
Total
attributable
to
Foreign owners
Stated currency Share of
capital translation option Capital Merge Other Retained the
account reserve reserve reserve reserve/(deficit) reserve profit Group
MYR'000 MYR'000 MYR'000 MYR'000 MYR'000 MYR'000 MYR'000 MYR'000
Balance
at 1 January
2015 25,406 1,295 173 671 (10,851) - 21,854 38,548
Profit
for the
year - - - - - - 7,037 7,037
Other
comprehensive
income,
net of
tax
- Foreign
currency
translation
differences
for foreign
operations - 6,330 - - - - - 6,330
Total
comprehensive
income
for the
year - 6,330 - - - - 7,037 13,367
Transfer
to capital
reserve - - - 58 - - (58) -
Acquisition
of
subsidiary
- Note
19(e) - - - - - 1,811 - 1,811
Share based
payment - - 355 - - - - 355
Issuance
of placing
shares 17,289 - - - - - - 17,289
Share
issuance
expenses (791) - - - - - - (791)
Dividend
paid - - - - - - (837) (837)
Balance
at 31
December
2015 41,904 7,625 528 729 (10,851) 1,811 27,996 69,742
Foreign Attributable
Stated currency Share to owners
capital translation option Capital Merge Retained of the
account reserve reserve reserve reserve/(deficit) profit Group
MYR'000 MYR'000 MYR'000 MYR'000 MYR'000 MYR'000 MYR'000
Balance
at 1 January
2014 - 637 - 543 2,708 12,586 16,474
Profit for
the year - - - - - 9,396 9,396
Other
comprehensive
income,
net of tax
- Foreign
currency
translation
differences
for foreign
operations - 658 - - - - 658
Total
comprehensive
income for
the year - 658 - - - 9,396 10,054
Transfer
to capital
reserve - - - 128 - (128) -
Issuance
of shares - - - - 3,939 - 3,939
Share based
payment - - 173 - - - 173
Issuance
of shares
on group
reconstruction 17,478 - - - (17,478) - -
Issuance
of placing
shares 17,076 - - - - - 17,076
Share issuance
expenses (9,148) - - - - - (9,148)
Transfer
to merger
deficit - - - - (20) - (20)
Balance
at 31 December
2014 25,406 1,295 173 671 (10,851) 21,854 38,548
Consolidated Statement of Cash Flows (Audited)
for the year ended 31 December 2015
2015 2014
Note MYR MYR
Cash flow from operating
activities
Profit before taxation 9,136,258 11,338,562
Adjustments for:
Depreciation of plant and
equipment 4 247,841 128,952
Amortisation charged 5 2,168,303 1,027,328
Interest income (30,934) (35,317)
Interest expenses 78,197 80,705
Write back on impairment
loss of receivables - (109,679)
Written off of trade and
other receivables 16,254 247,048
Impairment allowance on trade
receivables 112,953 299,011
Share based payments 453,131 172,792
Loss on sales of unquoted
shares - 48,632
Unrealised loss on foreign
exchange 635,099 319,036
---------------------- ----------------------
Operating profit before working
capital charges 12,817,102 13,517,070
Decrease in inventories 935,853 1,188,210
Increase in trade and other
receivables (29,112,675) (4,359,113)
Increase in trade and other
payables 10,238,034 2,548,887
Increase in amount owing
by contract customers (2,976,925) (6,665,732)
---------------------- ----------------------
Cash flow from operations (8,098,611) 6,229,322
Interest received 30,934 35,317
Interest paid (78,197) (80,705)
Income tax paid (372,579) (1,749,913)
---------------------- ----------------------
Net cash flow from operating
activities (8,518,453) 4,434,021
Cash flow used in investing
activities
Acquisition of plant and
equipment (168,249) (404,974)
Proceed from sales of unquoted
shares - 64,042
Acquisition of a subsidiary,
net of cash acquired (2,669,472) -
Addition of intangible assets (4,667,889) (4,143,961)
---------------------- ----------------------
Net cash flow used in investing
activities (7,505,610) (4,484,893)
Cash flow from financing
activities
Repayment of borrowings (39,852) (36,637)
Repayment of finance lease
payables (29,660) (29,660)
Cash restricted in use (15,116) (13,927)
Net proceeds from issuance
of shares 20,420,848 10,673,005
---------------------- ----------------------
Net cash flow from financing
activities 20,336,220 10,592,781
Net increase in cash and
cash equivalents 4,312,157 10,541,909
Effects of foreign exchange
translation 362,417 (355,568)
Opening balance 11,320,612 1,134,271
---------------------- ----------------------
Closing balance 12 15,995,186 11,320,612
---------------------- ----------------------
Notes to the Financial Statements
1. General Information
The Company is principally engaged in investment holding. The
principal activities of the subsidiaries are set out in Note 2.2 to
the financial statements.
There are no significant changes in the nature of these
principal activities during the financial year.
The company is a public limited company with registration number
114827 and listed on the AIM Market of the London Stock
Exchange.
The registered office of the Company is Queensway House,
Hilgrove Street, St Helier, Jersey, JE1 1ES.
2. Summary of significant accounting policies
2.1. Basis of preparation
Statement of Compliance
The consolidated financial information has been prepared in
accordance with International Financial Reporting Standards as
adopted by the EU ("IFRS") issued by the International Accounting
Standards Board ("IASB"), including related Interpretations issued
by the International Financial Reporting Interpretations Committee
("IFRIC"). The consolidated financial information has been prepared
using the accounting policies which are consistent with those
adopted in Part IV of the AIM Admission Document of Galasys plc
dated 7 May 2014 as well as applying the below accounting policy in
respect of the basis of consolidation as extracted from the draft
financial statements.
The individual financial information of each entity is measured
and presented in the currency of the primary economic environment
in which the entity operates (its functional currency). The
consolidated financial statements of the Group are presented in
Malaysian Ringgit (MYR), which is the presentation currency for the
consolidated financial statements. The functional currency of each
individual entity is the local currency of each individual entity.
The primary economic environment for the Group is Malaysia.
Standards, amendments and interpretations issued but not yet
effective
The Group has not applied the following new IFRSs and amendments
to IFRSs that have been issued but are not yet endorsed by EU at 8
June 2016:
Effective
date for financial
periods beginning
on or after
Financial Instruments 1 January
* IFRS 9 2018
Regulatory Deferral 1 January
* IFRS 14 Accounts 2016
Revenue from Contracts 1 January
* IFRS 15 with Customers including 2018
amendments to IFRS
15: Effective date
of IFRS 15
Lease 1 January
* IFRS 16 2019
Investment Entities 1 January
* Amendments to IFRS 10, IFRS 12 and IAS 28 - Applying the Consolidation 2016
Exception
Sales or Contribution Deferred indefinitely
* Amendments to IFRS10 and IAS 28 of Assets between
an Investor and its
Associate or Joint
Venture
Recognition of Deferred 1 January
* Amendments to IAS 12 Tax Assets for Unrealised 2017
Losses
Disclosure Initiative 1 January
* Amendments to IAS 7 2017
Revenue from Contracts 1 January
* Clarifications to IFRS 15 with Customers 2018
Equity Method in Separate 1 January
* Amendments to IAS 27 Financial Statements 2016
Disclosure Initiative 1 January
* Amendments to IAS 1 2016
2012-2014 Cycle 1 January
* Annual Improvements to IFRSs 2016
Clarification of Acceptable 1 January
* Amendments to IAS 16 and IAS 38 Methods of Depreciation 2016
and Amortisation
Accounting for Acquisitions 1 January
* Amendments to IFRS 11 of Interests in Joint 2016
Operations
Bearer Plants 1 January
* Amendments to IAS 16 and IAS 41 2016
There are no other standards, amendments and interpretations in
issue but not yet adopted that the directors anticipate will have
material effect on the reported income or net assets of the
Group.
Business Combinations
The consolidated financial statements include the financial
statements of the Group made up to 31 December each year.
On 7 March 2014 the Company acquired the entire share capital of
Galasys Holdings Limited ("Galasys Holdings") via a share swap
agreement. As a result of this transaction, the ultimate
shareholders in Galasys Holdings received shares in the Company in
direct proportion to their original shareholdings in Galasys
Holdings.
IFRS does not provide specific guidance on accounting for common
control transactions. Therefore, the Directors have selected an
accounting policy using the "hierarchy" described in paragraphs
10-12 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors. The hierarchy permits the consideration of
pronouncement of other standard-setting bodies. The Directors have
adopted a policy of accounting for business combinations between
entities under common control in accordance with guidance under UK
GAAP for guidance (FRS-Acquisitions and Mergers) which does not
conflict with IFRS and reflects the economic substance of the
transaction. This guidance produces a result that is similar to
pooling.
Under UK GAAP, the assets and liabilities of both entities are
recorded at book value, not fair value. Intangible assets and
contingent liabilities are recognized only to the extent that they
were recognised by the legal acquirer in accordance within
applicable IFRS, no goodwill is recognised, any expenses of the
combination are written off immediately to the income statement and
comparative amounts, if applicable, are restated as if the
combination had taken place at the beginning of the earliest
accounting period presented. Therefore, the consolidated accounts
have therefore been prepared as if the Group structure has always
been in place, including activity from incorporation of the Group's
subsidiaries, although the Group reconstruction did not become
unconditional until 7 March 2014.
Subsidiaries
A subsidiary is an entity (including special purposes entities)
over which the Company has the power to govern the financial
operating policies, generally accompanied by a shareholding giving
rise to the majority of the voting rights, as to obtain benefits
from their activities. The consolidated financial statements
present the results of the Group as if they formed a single
entity.
Intra-group balances and transactions and any income and
expenses arising from intra-Group transactions are eliminated on
consolidation. Unrealised gains and losses arising from
transactions with associates and joint ventures are eliminated
against the investment to the extent of the Group's interest in the
investee.
The principal activities of the subsidiaries are as follows:
Issued
Place of and paid-up/ Effective
incorporation/ Principal registered interests
Name establishment activities capital %
---------------------- ----------------- ---------------------- --------------- -----------
Galasys Holdings British Investment
Limited Virgin Island holding USD4,133,628 100
Software development
and maintenance
with a specific
focus on software
Galasys Solutions relating to
(MSC) Sdn theme park
Bhd* Malaysia visitor admittance. MYR500,000 100
Galasys Technologies Investment
(HK) Limited* Hong Kong holding HKD190 100
Engaged in
production,
supplying,
distribution
of self-service
kiosk and
other computer
related accessories
and provide
a wide range
of business
Galasys GLT communication
Sdn Bhd* Malaysia solutions. MYR400,000 100
Software design
and development,
sale of software
products of
the company
and provision
of consulting
Galasys Global People's and after-sale
(Suzhou) Republic services and
Co Limited^ of China software services RMB5,379,725 100
Software design
and development,
sale of software
products of
the company
and provision
of consulting
Galasys Global People's and after-sale
(Beijing) Republic services and
Co Limited@^ of China software services RMB1,575,317 100
Issued
Place of and paid-up/ Effective
incorporation/ Principal registered interests
Name establishment activities capital %
------------------- ----------------- ---------------------- --------------- -----------
Research and
development,
implementation
and system
integration,
sales and
services of
Radio Frequency
Identification
ticketing,
theme park
solutions
I Logic Solutions and security
Sdn Bhd*# Malaysia system. MYR500,000 100
Software development
and maintenance
with a specific
focus on software
relating to
Galasys Solutions amusement
(UK) Limited United Kingdom industry Nil 100
Note:
* Held through Galasys Holdings Limited
^ Held through Galasys Technologies (HK) Limited. Under Galasys
Global (Suzhou) Co. Limited, there is a branch company in Beijing
and four representative branch offices in Guangzhou, Chengdu,
Shandong and Wuhan.
# On 5th January 2015, the company acquire 500,000 ordinary
shares MYR1/- each of I Logic Solutions Sdn Bhd, represent 100% of
the total paid up share capital of the subsidiary.
@ On 20th April 2015, the Company subscribed 100% of the total
issued and paid up share capital of Galasys Global (Beijing) Co
Limited for a cash consideration of RMB1,575,317/-.
Purchase method
Under the purchase method, the results of subsidiaries acquired
or disposed of are included from the date of acquisition or up to
the date of disposal. At the date of acquisition, the fair values
of the subsidiaries' net assets are determined and these values are
reflected in the consolidated financial statements. The cost of
acquisition is measured at the aggregate of the fair values, at the
date of exchange, of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control
of the acquiree, plus any costs directly attributable to the
business combination.
Intragroup transactions, balances and unrealised gains on
transactions are eliminated; unrealised losses are also eliminated
unless cost cannot be recovered. Where necessary, adjustments are
made to the financial information of subsidiaries to ensure
consistency of accounting policies with those of the Galasys
Group.
2.3 Goodwill
Goodwill represents the excess of the cost of an acquisition
over the fair value of the Group's share of the net identifiable
assets of the acquired subsidiary at the date of acquisition. If
the cost of an acquisition is less than the fair value of the
Group's share of net identifiable assets of the acquired subsidiary
and the measurement of all amounts has been reviewed, the
difference is recognised directly in profit or loss as a bargain
purchase (negative goodwill).
During the financial year ended 31 December 2015, the Group
acquired the entire share capital of I Logic Solutions Sdn Bhd ("I
Logic"). Pursuant to the agreement entered into between the Group's
fully owned subsidiary Galasys Holdings Limited ("GHL") and the
shareholders of I Logic, GHL will acquire the entire issued share
capital of I Logic for a total consideration that is based on the
aggregate of a multiple of 2 of its audited profit after tax for
each of the financial years 2014, 2015 and 2016 with a maximum
amount payable of MYR7,000,000 (the "Consideration"). For financial
year 2014, the earn-out payment shall be fully in cash and of which
an upfront cash payment of MYR400,000 has been paid upon closing of
the Acquisition. Subject to certain terms and conditions, the earn
out payment for financial years 2015 and 2016 shall be paid 50% in
cash and 50% in the form of new shares of Galasys. The shareholders
of I Logic have also given a profit guarantee of MYR200,000 for
financial year 2014. The fair value of I Logic's net identifiable
assets as at the date of acquisition and the goodwill resulted from
the acquisition are disclosed in Note 25 to the financial
statements.
Goodwill is tested annually for impairment and carried at cost
less accumulated impairment losses. Impairment losses on goodwill
are not reversed. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity
sold.
After initial recognition, goodwill acquired in a business
combination is measured at cost less any accumulated impairment
losses. Goodwill is not amortised. Irrespective of whether there is
any indication of impairment, goodwill (and also an intangible
asset with an indefinite useful life or an intangible asset not yet
available for use) is tested for impairment, at least annually.
Goodwill impairment is not reversed in any circumstances.
For the purpose of impairment testing and since the acquisition
date of the business combination, goodwill is allocated to each
cash-generating unit, or groups of cash-generating units that are
expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the acquiree
were assigned to those units or groups of units. Each unit or group
of units to which the goodwill is so allocated represents the
lowest level within the entity at which the goodwill is monitored
for internal management purposes and is not larger than a
segment.
2.4. Intangible assets
Research and development expenditure
Research expenditure is recognised as an expense when it is
incurred.
Development expenditure is recognised as an expense except that
costs incurred on development projects are capitalised as long term
assets to the extent that such expenditure is expected to generate
future economic benefits. Development expenditure is capitalised
if, and only if, an entity can demonstrate all of the
following:
Research and development expenditure (continued)
(i) its ability to measure reliably the expenditure attributable
to the asset under development;
(ii) the product or process is technically and commercially feasible;
(iii) its future economic benefits are probable;
(iv) its ability to use or sell the developed asset; and
(v) the availability of adequate technical, financial and other
resources to complete the asset under development.
Capitalised development expenditure is measured at cost less
accumulated amortisation and impairment losses, if any. Development
expenditure initially recognised as an expense is not recognised as
assets in the subsequent year.
The development expenditure is amortised on a straight--line
method over a period of 5 years when the products are ready for
sale or use. In the event that the expected future economic
benefits are no longer probable of being recovered, the development
expenditure is written down to its recoverable amount.
2.5. Plant and equipment
Plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. The cost of
plant and equipment includes its purchase price and any costs
directly attributable to bringing the asset to the location and
condition necessary for it to be capable of operating in the manner
intended by management. Dismantlement, removal or restoration costs
are included as part of the cost of plant and equipment if the
obligation for dismantlement, removal or restoration is incurred as
a consequence of acquiring or using the plant and equipment.
Depreciation of plant and equipment is calculated using the
straight-line method to allocate their depreciable amounts over
their estimated useful lives as follows:
Motor vehicle 20%
Leasehold improvements 20%
Computer and office
equipment 10-33.33%
Furniture and fittings 10%
Machineries 20%
The carrying values of plant and equipment are reviewed for
impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable.
The estimated useful lives, residual values and depreciation
methods are reviewed, and adjusted as appropriate, at the end of
each financial year.
The gain or loss arising on disposal or retirement of an item of
plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the asset and is
recognised in comprehensive income statement.
Fully depreciated plant and equipment are retained in the
financial statements until they are no longer in use.
2.6. Impairment of tangible and intangible assets excluding goodwill
At the end of each financial year, the Group reviews the
carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs. Intangible assets with indefinite useful
lives and intangible assets not yet available for use are tested
for impairment annually, and whenever there is an indication that
the asset may be impaired.
The recoverable amount of an asset or cash-generating unit is
the higher of its fair value less costs to sell and its value in
use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in
statement of comprehensive income, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior years. A reversal of
an impairment loss is recognised immediately in comprehensive
income statement, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the impairment loss
is treated as a revaluation increase.
2.7. Income tax
Income tax expense represents the sum of the tax currently
payable and deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported comprehensive
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are not taxable or tax deductible. The Group's
liability for current tax is calculated using tax rates (and tax
laws) that have been enacted or substantively enacted in countries
where the Group and its subsidiaries operate by the end of the
financial period.
Deferred tax is recognised on the differences between the
carrying amounts of assets and liabilities in the financial
information and the corresponding tax bases used in the computation
of taxable profit, and are accounted for using the balance sheet
liability method.
Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised on taxable temporary
differences arising on investment in subsidiary, except where the
Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse
in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the
end of each financial year and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset
realised based on the tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the financial year.
Deferred tax is charged or credited to comprehensive income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity, or where they arise from the initial accounting for
a business combination. In the case of a business combination, the
tax effect is taken into account in calculating goodwill or
determining the excess of the acquirer's interest in the net fair
value of the acquiree's identifiable assets, liabilities and
contingent liabilities over cost.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
2.8. Financial instruments
Financial assets and financial liabilities are recognised on the
Group's consolidated statement of financial position when the Group
becomes a party to the contractual provisions of the
instrument.
Effective interest method
The effective interest method is a method of calculating the
amortised cost of a financial instrument and allocating the
interest income or expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future
cash receipts or payments (including all fees on points paid or
received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the
expected life of the financial instrument, or where appropriate, a
shorter period, to the net carrying amount of the financial
instrument. Income and expense are recognised on an effective
interest basis for debt instruments other than those financial
instruments at fair value through comprehensive income
statement.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
(i) financial assets at fair value through profit or loss
(ii) loans and receivables
(iii) held-to-maturity investments
(iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date. As at the
balance sheet date, the Group did not have any financial assets at
fair value through profit or loss, and in the categories of
held-to-maturity investments and available-for-sale financial
assets.
All regular way purchases and sales of financial assets are
recognised on the trade date, i.e. the date that the Group commits
to purchase the asset. Regular way purchases and sales are
purchases or sales of financial assets that require delivery of the
financial assets within the period generally established by
regulation or convention of the market place concerned.
Financial assets are derecognised when the rights to receive
cash flow from the financial assets have expired or have been
transferred and the Group has transferred substantially all risks
and rewards of ownership.
Financial assets at fair value through profit or loss
("FVTPL")
Financial assets are classified in this category if they are
acquired for the purpose of selling in the short term. Gains or
losses on investments held for trading are recognised in the
comprehensive income statement.
Loans and receivables
Trade receivables, loans and other receivables that have fixed
or determinable payments that are not quoted in active market are
classified as loans and receivables. Loans and receivables are
measured at amortised cost, using the effective interest method
less impairment. Interest is recognised by applying the effective
interest method, except for short-term receivables when the
recognition of interest would be immaterial.
Impairment of financial assets
Financial assets, other than FVTPL, are assessed for indicators
of impairment at the end of each financial year. Financial assets
are impaired where there is objective evidence that, as a result of
one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the
investment have been impacted.
For financial assets carried, at amortised cost, the amount of
the impairment is the difference between the asset's carrying
amount and the present value of estimated future cash flows,
discounted at the original effective interest rate.
The carrying amounts of all financial assets are reduced by the
impairment loss directly with the exception of trade receivables
where the carrying amount is reduced through the use of an
allowance account. Changes in the carrying amount of the allowance
account are recognised in comprehensive income statement.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment loss was recognised, the previously
recognised impairment loss is reversed through comprehensive income
statement to the extent the carrying amount of the investment at
the date the impairment is reversed does not exceed what the
amortised cost would have been had the impairment not been
recognised.
In respect of available-for-sale equity instruments, any
subsequent increase in fair value after an impairment loss is
recognised directly in equity.
Derecognition of financial assets
The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire, or it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another entity. If the Group
neither transfers nor retains substantially all the risks and
rewards of ownership of the financial asset and continues to
control the transferred asset, the Group recognises its retained
interest in the asset and an associated liability for amounts it
may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the
Group continues to recognise the financial asset and also
recognises a collateralised borrowing for the proceeds
receivables.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group
are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial
liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through comprehensive income statement or
other financial liabilities.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition.
Other financial liabilities
Trade and other payables
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they
expire.
2.9. Inventories
Inventories are stated at the lower of cost and net realisable
value. Costs comprise direct materials and, where applicable,
direct labour costs and those overheads that have been incurred in
bringing inventories to their present location and condition. Cost
is calculated using the weighted average method. Net realisable
value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling
and distribution.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, and other short-term highly liquid investments which are
readily convertible to known amounts of cash and are subject to
insignificant risk of changes in value.
2.11. Employee benefits
Short term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and
non--monetary benefits are accrued in the period in which the
associated services are rendered by employees of the Group.
For employee leave entitlement the expected cost of short-term
employee benefits in the form of compensated absences is recognised
in the case of accumulating compensated absences, when the
employees render service that increases their entitlement to future
compensated absences; and in the case of non-accumulating
compensated absences, when the absences occur. A liability for
bonuses is recognised where the entity is contractually obliged or
where there is constructive obligation based on past practice.
Defined contribution plans
The Group's contributions to defined contribution plans are
recognised in profit or loss in the period to which they relate.
The entity's legal or constructive obligation is limited to the
amount that it agrees to contribute to an independently
administered fund. Once the contributions have been paid, the Group
has no further liability in respect of the defined contribution
plans.
Share-based payment transactions
The Group operates share-based compensation plans for
remuneration of its employees. All employee services received in
exchange for the grant of any share-based compensation are measured
at their fair values.
The grant-date fair value of share-based payment awards granted
to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the
employees become unconditionally entitled to the awards. The amount
recognised as an expense is adjusted to reflect the number of
awards for which the related service and non-market performance
conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet
the related service and non-market performance conditions at the
vesting date. For share-based payment awards with non-vesting
conditions, the grant-date fair value of the share-based payment is
measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.
The fair value of the amount payable to employees in respect of
share appreciation rights, which are settled in cash, is recognised
as an expense with a corresponding increase in liabilities, over
the period that the employees become unconditionally entitled to
payment. The liability is remeasured at each reporting date and at
settlement date. Any changes in the fair value of the liability are
recognised as personnel expenses in profit or loss.
The Group's share option schemes provide for an exercise price
at which an option may be exercised is determined by the Board of
Directors at the time of grant and will be not less than the
average of the mid-market price for the last five dealing days
prior to the date of grant or par value, whichever is higher. The
vesting period ranges from the date of grant up to ten years. If
options remain unexercised after a period of ten years from the
date of grant, the options expire and are returned to the unused
share option pool.
An option may be exercised for a period of 30 days if the option
holder's employment terminates by reason of injury, disability,
redundancy, the option holder's employer ceasing to be a member of
the group, because the business in which the option holder is
employed is transferred out of the Group or for any other reason
which may be determined by the Board. In such cases, options will
be exercisable to the extent vested at the date on which the option
holder ceases to hold an office or employment with the Group and to
the extent any condition has been met at that time, with such
condition to be modified by the Board of Directors as may be
appropriate to reflect any reduced time for its fulfilment. In the
event of an option holder's death, an option may be exercised by
his personal representatives within 12 months following the date of
death. The option may be exercised to the extent vested at the date
of death and to the extent any condition has been met at such time,
with such condition to be modified by the Board as may be
appropriate to reflect any reduced time for its fulfilment.
If an option holder ceases to be employed for any reason other
than those set out above, his options will lapse on the date of
such cessation.
Options will lapse to the extent unexercised at the expiry of
ten years from the date of grant.
The Group has a current share option scheme under which options
have been granted on various exercise periods between 12 May 2015
to 12 May 2024.
2.12. Contracts
Where the outcome of a contract can be reliably estimated,
contract revenue and contract costs are recognised as revenue and
expenses respectively by using the stage of completion method. The
stage of completion is measured by reference to the proportion of
cost of work accepted by the customers to date to the estimated
total contract cost.
Where the outcome of a contract cannot be reliably estimated,
contract revenue is recognised to the extent of contract costs
incurred that are likely to be recoverable. Contract costs are
recognised as expenses in the period in which they are
incurred.
When it is probable that total contract costs will exceed total
contract revenue, the expected loss is recognised as an expense
immediately.
Contract revenue comprises the initial amount of revenue agreed
in the contract and variations in contract work to the extent that
it is probable that they will result in revenue and they are
capable of being reliably measured.
When the total of costs incurred on contracts plus recognised
profits (less recognised losses) exceeds progress billings, the
balance is classified as amount due from customers on contracts.
When progress billings exceed costs incurred plus recognised
profits (less recognised losses), the balance is classified as
amount due to customers on contracts.
2.13. Provisions, contingent liabilities, contingent assets
Provisions are recognised when the Group has a present or
constructive obligation as a result of past events, when it is
probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, and when a reliable
estimate of the amount can be made.
Provisions are reviewed at the end of each financial reporting
period and adjusted to reflect the current best estimate. Where
effect of the time value of money is material, the provision is the
present value of the estimated expenditure required to settle the
obligation.
A contingent liability is a possible obligation that arises from
past events and whose existence will only be confirmed by the
occurrence of one or more uncertain future events not wholly within
the control of the Group. It can also be a present obligation
arising from past events that is not recognised because it is not
probable that outflow of economic resources will be required or the
amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the
notes to the financial information. When a change in the
probability of an outflow occurs so that the outflow is probable,
it will then be recognised as a provision.
A contingent asset is a probable asset that arises from past
events and whose existence will be confirmed only by the occurrence
or non--occurrence of one or more uncertain events not wholly
within the control of the Group. The Group does not recognise
contingent assets but discloses their existence where inflows of
economic benefits are probable, but not virtually certain.
2.14. Borrowings
Borrowings are presented as current liabilities unless the Group
has an unconditional right to defer settlement for at least twelve
months after the reporting date, in which case they are presented
as non-current liabilities.
Borrowing costs, directly attributable to the acquisition and
construction of plant and equipment, are capitalised as part of the
cost of those assets, until such time as the assets are ready for
their intended use or sale. Capitalisation of borrowing costs is
suspended during extended periods in which active development is
interrupted.
All other borrowing costs are recognised in profit or loss as
expenses in the period in which they incurred.
2.15. Leases
Assets acquired under hire purchase are capitalised in the
financial statements and are depreciated in accordance with the
policy set out in Note 2.5 above. Each hire purchase payment is
allocated between the liability and finance charges so as to
achieve a constant rate on the finance balance outstanding. Finance
charges are recognised in profit or loss over the period of the
respective hire purchase agreements.
Hire purchases are classified as finance leases as the terms of
the lease transfer substantially all of the risk and rewards of
ownership to the lessee.
Payments made under operating leases are recognised as an
expense in the profit or loss on a straight-line basis over the
term of the lease unless another systematic basis is representative
of the time pattern of the user's benefit, even if the payments are
not on that basis. Lease incentives received are recognised in
profit or loss as an integral part of the total lease expense.
2.16. Related parties
A party is related to an entity if:
(i) directly, or indirectly through one or more intermediaries, the party:
-- controls, is controlled by, or is under common control with
the entity (this includes parents, subsidiaries and fellow
subsidiaries);
-- has an interest in the entity that gives it significant influence over the entity; or
-- has joint control over the entity;
(ii) the party is an associate of the entity;
(iii) the party is a joint venture in which the entity is a venturer;
(iv) the party is a member of the key management personnel of the entity or its parent;
(v) the party is a close member of the family of any individual referred to in (i) or (iv);
(vi) the party is an entity that is controlled, jointly
controlled or significantly influenced by, or for which significant
voting power in such entity resides with, directly or indirectly,
any individual referred to in (iv) or (v); or
(vii) the party is a post--employment benefit plan for the
benefit of employees of the entity, or of any entity that is a
related party of the entity.
Close members of the family of an individual are those family
members who may be expected to influence, or be influenced by, that
individual in their dealings with the entity.
2.17. Share capital
Ordinary shares
Proceeds from issuance of ordinary shares are classified as
share capital in equity. Incremental costs directly attributable to
the issuance of new ordinary shares are deducted against share
capital.
Redeemable convertible preference shares
Redeemable convertible preference shares are classified as
equity if it is non-redeemable, or redeemable only at the Company's
option, and any dividends are discretionary. Dividends thereon are
recognised as distributions within equity on approval by the
Company's shareholders.
Redeemable convertible preference shares are classified as
financial liability if it is redeemable on a specific date or at
the option of the shareholders, or if dividend payments are not
discretionary. Dividends thereon are recognised as interest expense
in profit or loss as accrued.
2.18. Revenue and other income
The Group's revenue is earned through the sale of software,
software related services and the sale of associated products.
Sale of goods
Revenue is recognised upon delivery of goods and customers'
acceptance and, where applicable, net of returns and trade
discounts.
Services
Revenue is recognised on the percentage of completion method as
disclosed in Notes 2.12.
Interest income
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the applicable effective interest
rate.
2.19. Foreign currency transactions and translation
Transactions and balances
Transactions in foreign currencies are converted into the
respective functional currencies on initial recognition, using the
exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities at the end of the reporting period
are translated at the rates ruling as of that date. Non--monetary
assets and liabilities are translated using exchange rates that
existed when the values were determined. All exchange differences
are recognised in profit or loss.
The translations of Sterling ("GBP") amounts into MYR amounts
are included solely for the convenience of readers. The reporting
year end rates used are GBP to MYR6.3607 (2014: MYR5.4396) which
approximate the rate of exchange at the end of the reporting year.
The average rates of exchange for exchange for the reporting year
were GBP to MYR6.0127 (2014: MYR5.3935). Such translation should
not be construed as a representation that the GBP amounts could be
converted into MYR at the above rate or other rate.
Foreign operations
Assets and liabilities of foreign operations are translated to
MYR at the rates of exchange ruling at the end of the reporting
period. Revenues and expenses of foreign operations are translated
at exchange rates approximating those ruling at the dates of the
transactions. All exchange differences arising from translation are
taken directly to other comprehensive income and accumulated in
equity under the foreign exchange translation reserve. On the
disposal of a foreign operation, the cumulative amount recognised
in other comprehensive income relating to that particular foreign
operation is reclassified from equity to profit or loss.
Goodwill and fair value adjustments arising from the acquisition
of foreign operations are treated as assets and liabilities of the
foreign operations and are recorded in the functional currency of
the foreign operations and translated at the closing rate at the
end of the reporting period.
2.20. Operating segments
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. An operating
segment's operating results are reviewed regularly by the chief
operating decision maker (which takes the form of the Board of
Directors of the Company) to make decisions about resources to be
allocated to the segments and assess its performance, and for which
discrete financial information is available.
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are
described in Note 2, management made judgements, estimates and
assumptions about the carrying amounts of assets and liabilities
that were not readily apparent from other sources. These judgements
are continually evaluated by the directors and management and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. However, this does not prevent actual
figures differing from estimates.
Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the
revision affects both current and future periods.
The key estimates and assumptions concerning the future and
other key sources of estimation uncertainty at the end of the
financial year, that have significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are reviewed are as stated below.
Amortisation of intangible assets
Development costs are amortised on a straight--line method over
a period of 5 years. Useful lives are based on management's
estimates of the period that the assets will generate revenue, with
such periods being periodically reviewed for continued
appropriateness.
The Group assesses the impairment of intangible assets subject
to amortisation whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Factors
considered important that could trigger an impairment review
include the following:
-- significant underperformance relative to historical or projected future operating results;
-- significant changes in the manner of the use of the acquired
assets or the strategy for the overall business; and
-- significant negative industry or economic trends.
The complexity of the estimation process and issues related to
the assumptions, risks and uncertainties inherent in the
application of the Group's accounting estimates in relation to
intangible assets affect the amounts reported in the financial
statements, especially the estimates of the expected useful
economic lives and the carrying values of those assets. If business
conditions were different, or if different assumptions were used in
the application of this and other accounting estimates, it is
likely that materially different amounts could be reported in the
Group's financial statements. The carrying amount of the
development costs at the end of the financial year affected by the
assumption is MYR9,407,331 (2014: MYR6,085,901 ) in Note 5.
Allowance for trade and other receivables
Management reviews its loans and receivables for objective
evidence of impairment at least quarterly. Significant financial
difficulties of the debtor, the probability that the debtor will
enter bankruptcy, and default or significant delay in payments are
considered objective evidence that a receivable is impaired. In
determining this, management makes judgment as to whether there is
observable data indicating that there has been a significant change
in the payment ability of the debtor, or whether there have been
significant changes with adverse effect in the technological,
market, economic or legal environment in which the debtor operates
in.
The allowance policy for doubtful debts of the Group is based on
the ageing analysis and management's on-going evaluation of the
recoverability of the outstanding receivables. Once debtors have
been identified as having evidence of impairment, it is regularly
reviewed and appropriate impairment position applied. The carrying
amount of the Group's trade and other receivables as at 31 December
2015 are disclosed in Note 9.
Impairment of non-financial assets
An impairment exists when the carrying value of non-financial
assets or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs to sell and its
value in use. The fair value less costs to sell calculation is
based on available data from binding sales transactions in an arm's
length transaction of similar assets or observable market prices
less incremental costs for disposing the asset. The value in use
calculation is based on a discounted cash flow model. The cash
flows are derived from internal budgets and do not include
significant future investments that will enhance the asset's
performance of the cash generating unit being tested. The
recoverable amount is most sensitive to the discount rate used for
the discounted cash flow model as well as the expected future cash
inflows and the growth rate used for extrapolation purposes.
An assessment is made annually whether goodwill and franchise
fees have suffered any impairment losses. The assessment process is
complex and highly judgemental and is based on assumptions that are
affected by expected future market or economic conditions.
Judgement is required in identifying the cash generating units
("CGU") and the use of estimates as disclosed in Note 5 and 6.
Projections of future revenues were a critical estimate in
determining fair value. Actual outcomes could vary from these
estimates as disclosed in Notes 5 and 6.
Provision for income taxes
The amount of income tax is being calculated on estimated
assessable profits based on the completed contract method which is
in accordance with the tax rules and regulations applicable in the
People's Republic China. Where the final tax outcome of these
matters is different from the amounts that were initially
recognised, such differences will impact the income tax and
deferred tax provisions in the period in which such determination
is made. The amounts are disclosed in Note 23.
Provision for legal fees
The consolidated financial statements include a provision for
legal fees of GBP500K. Provision has been made for the estimated
legal costs which the Group may incur. The actual legal costs could
be materially higher or lower than this estimate, depending on the
progress of the claims that are ongoing. See Note 29 for
details.
Net realisable value of inventories
Net realisable value of inventories is the estimated selling
price in the ordinary course of business, less estimated costs of
completion and selling expenses. These estimates are based on the
current market condition and the historical experience of
manufacturing and selling products of similar nature. It could
change significantly as a result of changes in customer demand and
competitor actions in response to severe industry cycle. Management
reassesses these estimates at each balance sheet date. The carrying
amounts of the Group's inventories as at 31 December 2015 are
disclosed in Note 8.
4. Plant and equipment
Computer,
Machinery,
Office equipment
Motor Leasehold and furniture
vehicles improvements and fittings Total
MYR MYR MYR MYR
As at 31 December
2015
Cost
At 1 January
2015 252,186 202,052 753,062 1,207,300
Additions - 7,000 161,249 168,249
Addition through
acquisition
of a subsidiary 3,200 11,576 365,791 380,567
Reclassification - (103,778) 103,778 -
Transfer to
asset classified
as held for
sales (Note
13) - - (355,072) (355,072)
Effect in foreign
exchange
translation - 14,170 57,072 71,242
At 31 December
2015 255,386 131,020 1,085,880 1,472,286
---------------------------- ----------------------------- ------------------------------------------------ ------------------------
Accumulated
depreciation
At 1 January
2015 165,858 35,093 513,254 714,205
Charge for the
year 51,077 22,788 173,976 247,841
Addition through
acquisition
of a subsidiary 1,453 5,023 148,135 154,611
Reclassification - (17,173) 17,173 -
Transfer to
asset classified
as held for
sale (Note 13) - - (213,042) (213,042)
Effect in foreign
exchange
translation - 4,228 35,411 39,639
At 31
December
2015 218,388 49,959 674,907 943,254
---------------------------- ----------------------------- ------------------------------------------------ --------------------------
Net book
value
At 31
December
2015 36,998 81,061 410,973 529,032
---------------------------- ----------------------------- ------------------------------------------------ --------------------------
Computer,
Machinery,
Office equipment
Leasehold and furniture
Motor vehicles improvements and fittings Total
MYR MYR MYR MYR
As at 31
December
2014
Cost
At 1 January
2014 252,186 18,308 517,943 788,437
Additions - 182,307 222,667 404,974
Effect in
foreign
exchange
translation - 1,437 12,452 13,889
At 31
December
2014 252,186 202,052 753,062 1,207,300
---------------------- -------------------------------- --------------------------------------------------- -----------------------------
Accumulated
depreciation
At 1 January
2014 115,421 9,662 451,382 576,465
Charge for
the year 50,437 24,590 53,925 128,952
Effect in
foreign
exchange
translation - 841 7,947 8,788
At 31
December
2014 165,858 35,093 513,254 714,205
---------------------- -------------------------------- --------------------------------------------------- -----------------------------
Net book
value
At 31
December
2014 86,328 166,959 239,808 493,095
---------------------- -------------------------------- --------------------------------------------------- -----------------------------
The depreciation expense is charged to administrative expenses
within the Consolidated Statement of Comprehensive Income as
disclosed in Note 22.
Assets under hire purchase
The carrying amount of motor vehicles held under finance leases
amounted to MYR35,891 (2014: MYR86,238).
5. Intangible assets
2015 2014
MYR MYR
At cost:
At 1 January 8,721,095 4,253,849
Addition during the year 4,667,889 4,143,961
Effect in foreign exchange translation 1,359,918 323,285
14,748,902 8,721,095
--------------- ----------------
Accumulated amortisation
At 1 January (2,635,194) (1,484,311)
Charged during the year (2,168,303) (1,027,328)
Effect in foreign exchange translation (538,074) (123,555)
(5,341,571) (2,635,194)
--------------- ----------------
At 31 December 9,407,331 6,085,901
--------------- ----------------
Intangible assets comprise software development costs and
additions comprise internally generated assets. Development costs
principally comprise internally generated expenditure on
development costs on major software development projects where it
is reasonably anticipated that the costs will be recovered through
future commercial activity. It mainly consists of staff costs and
outsourcing professional fees.
Of those assets that are ready for use, the development costs
are amortised over the estimated useful life of 5 years. The
amortisation charge is recognised in cost of sales.
Key sources of estimation uncertainty
Of those assets that are not ready for use, the recoverable
amount of a cash-generating unit ("CGU") is determined using the
value-in-use approach, and this is derived from the present value
of the future cash flows from this segment computed based on the
projections of financial budgets approved by management covering a
period of five years with assumptions for revenues, margins and
growth rates. These assumptions were used for the analysis of the
CGU within the business on a consistent basis each year. Management
determined budgeted gross margins based on its expectations of
market developments. The weighted average growth rates used were
consistent with forecasts included in industry reports. The
discount rates used were pre-tax and reflected specific risks
relating to the relevant segments.
6. Goodwill on consolidation
2015 2014
MYR MYR
At 1 January 550,356 515,913
Addition 3,586,575 -
Effect in foreign exchange translation 125,924 34,443
At 31 December 4,262,855 550,356
-------------- ------------------
During the financial year, the Group assessed the recoverable
amount of the goodwill and determined that no impairment is
required.
This assessment of goodwill was done by comparing the gross
profit to the value of goodwill for the entity whose acquisition
gave rise to the goodwill.
Key sources of estimation uncertainty
The recoverable amount of a cash-generating unit is determined
based on value-in-use calculations using cash flow projections
based on financial budgets approved by management covering a period
of five years. The key assumptions used for value-in-use
calculations are:-
Galasys Global (SuZhou) I Logic Solutions
Co. Ltd Sdn Bhd
Average growth Historical growth Historical growth
rate rate of the business rate of the business
Gross margin 66% 74%
Discount rate 8% 8%
Management determined the budgeted gross margin based on past
and expected future performances. The growth rate used is based on
the anticipated demand over the projection years. The discount rate
used was pre-tax and was estimated based on the industry weighted
average cost of capital.
7. Reconciliation of tax movements
(a) Deferred tax assets/(liabilities)
2015 2014
MYR MYR
At beginning of the financial
year 14,570 (3,038)
Transferred to profit and loss
(Note 23) (14,570) 17,608
At the end of the financial year - 14,570
------------------------ --------------------
(b) Provision for taxation
2015 2014
MYR MYR
At beginning of the financial
year 1,738,971 1,490,878
Effect in foreign exchange translation 192,437 72,811
Tax paid during the financial
year (372,579) (1,749,913)
Transferred to profit and loss
(Note 23) 2,084,746 1,925,195
At the end of the financial year 3,643,575 1,738,971
----------------- -----------------
8. Inventories
2015 2014
MYR MYR
At cost:
Finished goods 101,926 1,037,779
----------- --------------
None of the inventories carried at below net realisable value.
There has been no impairment charge recognised in relation to
inventory.
9. Trade and other receivables
2015 2014
MYR MYR
Trade receivables 27,207,231 10,955,264
Advance payments to suppliers 6,880,900 2,286,867
Prepayments 1,666,390 300,156
Deposits 479,830 -
Other receivables 10,080,786 3,690,975
---------------- ---------------------
46,315,137 17,233,262
---------------- ---------------------
The change in impairment loss in respect of trade receivables
balance during the year is as follows:
2015 2014
MYR MYR
Impairment loss:
At 1 January 215,727 109,679
Impairment loss recognised 149,399 215,727
Write off (36,446) -
Amount reversed - (109,679)
------------------- -------------------
328,680 215,727
------------------- -------------------
The Company's normal trade credit terms range from 30 to 180
days. Other credit terms are assessed and approved on a
case-by-case basis.
The carrying amounts of trade and other receivables approximate
to their fair values.
10. Amounts owing by/ (to) contract customers
2015 2014
MYR MYR
Cost incurred date 15,706,893 8,956,553
Attribute profits 30,793,322 19,163,220
---------------- -------------------
46,500,215 28,119,773
Progress billings (34,959,095) (19,555,578)
---------------- -------------------
11,541,120 8,564,195
---------------- -------------------
Represented by:
Amount owing by contract customers 12,118,981 8,564,195
Amount owing (to) contract customers (577,861) -
---------------- -------------------
11,541,120 8,564,195
---------------- -------------------
Amount of contract revenue recognised
as revenue during the financial
years 16,788,267 18,380,442
Amount of contract cost recognised
as expenses during the financial
years 7,390,466 6,750,340
---------------- -------------------
11. Fixed deposit with licensed banks
The fixed deposits of the Group at the end of the reporting
period bore effective interest rates ranging from 2.75% to 3.20%
per annum. The fixed deposits have maturity periods ranging from 30
days to 365 days and pledged to bank as security for banking
facilities granted to the Group as disclosed in Note 15.
12. Cash and cash equivalents
2015 2014
Note MYR MYR
Fixed deposits with licensed
banks 11 492,405 477,289
Cash at banks 16,769,791 11,658,539
Cash in hand 65,624 80,878
17,327,820 12,216,706
---------------- ----------------
Not restricted in use 16,835,415 11,739,417
Restricted in use 492,405 477,289
17,327,820 12,216,706
---------------- ----------------
(a) Cash and cash equivalents in the statement of cash flows
2015 2014
Note MYR MYR
Amount as shown above 17,327,820 12,216,706
Bank overdrafts 15(a) (840,229) (418,805)
Cash restricted in use over
3 months (492,405) (477,289)
Cash and cash equivalents
for statement
of cash flows purposes at
end of the year 15,995,186 11,320,612
---------------- ----------------
13. Asset classified as held for sale
The Group has entered into an agreement to sale the hardware and
equipment on 20 February 2016. No impairment loss was recognized on
reclassification of fixed assets as assets held for sale as at 31
December 2015, as the Group's Directors expected that the fair
value less costs to sell is higher than the carrying amount.
14. Trade and other payables
2015 2014
Note MYR MYR
Trade payables (a) 2,277,324 2,423,838
Accruals (b) 8,334,244 2,544,311
Other payables (c) 3,713,463 257,032
----------------- -----------------
14,325,031 5,225,181
----------------- -----------------
(a) The normal trade credit terms granted to the Company is range from 30 to 60 days.
(b) Included in the accruals are mainly legal fees provide in
relation to the Directors dispute (Note 29) that began in October
2015, salaries payables and value-added tax payable at the end of
the reporting period.
(c) Included in other payables is an amount of contingent
consideration amounted to MYR931,178 resulted from acquisition of
the subsidiary I Logic Solutions Sdn. Bhd. (Note 25). The
contingent consideration is calculated based on earn-out of the
subsidiary of financial year 2015 and 2016.
The carrying amounts of trade and other payables approximate to
their fair values.
15. Short-term borrowings
2015 2014
Note MYR MYR
Bank overdraft (a) 840,229 418,805
Term loan (b) 49,428 49,066
889,657 467,871
------------------- -------------------
(a) Bank overdrafts
The bank overdrafts bore an interest rates of 2.00% per annum
above the banks' base lending rate at the end of the financial year
and secured by:-
(i) fixed deposits up to MYR200,000 with interest capitalised; and
(ii) Joint and several guarantee by all directors of a subsidiary for MYR500,000.
(b) Term loan
2015 2014
MYR MYR
Current: Not later than 1 year 49,428 49,066
Non-current: Later than one year
and
not later than five years 41,770 81,984
91,198 131,050
-------------------- -------------------
The term loan bore an effective interest rate of 8.60%
(2014:8.35%) per annum at the end of the reporting period and
repayable by 60 monthly installments of MYR4,089 and is secured
by:-
(i) fixed deposits up to MYR200,000; and
(ii) Joint and several guarantee by all directors of a subsidiary for MYR500,000.
16. Finance lease payables
2015 2014
MYR MYR
Minimum hire purchase payables
- not later than one year 34,114 35,916
- later than one year and not
later than five years 93,719 127,836
------------------- -------------------
127,833 163,752
Less: Future finance charges (22,498) (28,757)
Present value of hire purchase
payable 105,335 134,995
------------------- -------------------
Current: Not later than 1 year 28,186 29,660
Non-current: Later than one year
and
not later than five years 77,149 105,335
105,335 134,995
------------------- -------------------
The hire purchase payables of the Group related to motor
vehicles, and bore average effective interest rates per annum of
3.47% (2014: 3.47%)
The obligations under finance lease payables are secured by the
lessor's charge over the leased assets.
17. Redeemable convertible preference shares
2015 2014
MYR MYR
Authorised
Redeemable convertible preferences
shares 3,280,000 3,280,000
----------------------- -----------------------
Issued and fully paid-up:
At beginning of the financial year - 1,173,564
Converted into ordinary shares
of Galasys
Holdings during the financial
year - (1,173,564)
----------------------- -----------------------
Redeemable convertible preference
A shares - -
----------------------- -----------------------
The Redeemable Convertible Preference Shares ("RCPS") at a
nominal value of US$0.01 were constituted by the subscription
agreement dated 26 December 2013. The issue price of the RCPS was
US$1.00. The main feature of the RCPS is that each holder shall,
when all shares of the Company acceptable to all the holders of the
RCPS, be entitled to require the Company to convert all or any of
the RCPS registered under the name of the holder into such number
of fully paid ordinary shares of US$1.00 each, at the conversion
price as computed in the agreement therein.
The salient features of RCPS were as follows:-
(a) The RCPS shall be converted at the option of RCPS holders
into ordinary shares of the Company at a specified conversion ratio
for every RCPS held when the Company received approval for a public
listing and there is an underwriter committed to underwrite the
public listing and the Company proceeds with the listing
exercise.
(b) The RCPS holders do not carry any right to vote at any
general meeting of the Company except on resolutions to amend the
RCPS holder's rights, to declare dividends to other classes of
shares whist there remain preference dividends in arrears, or to
commence dissolution of the Company.
(c) The RCPS do not carry any right to participate in the
profits or surplus assets of the Company.
The entire RCPS were converted into 22,835,131 ordinary shares
of Galasys Holdings on 7 March 2014.
18. Stated capital account
Number 2015 Number 2014
Note of shares MYR of shares MYR
At beginning of
the financial year 66,571,038 25,406,103 2 -
Issuance of shares
during
the financial
year (a) 9,985,655 17,288,517 66,571,036 34,554,216
Less: Share issuance
expenses - (790,917) - (9,148,113)
76,556,693 41,903,703 66,571,038 25,406,103
-------------------- ------------------- ------------------- -------------------
(a) On 15 April 2015, the Company completed placing of 9,985,655
new Ordinary Shares at 30 pence per new Ordinary Share by way of a
Subscription Agreement. The new Ordinary Shares are to be
subscribed for by Focus Information Technology Co., Limited, a
wholly owned subsidiary of Beijing Shiji Information Technology
Co., Ltd.
The new ordinary shares are to be admitted for trading on AIM
and upon issue will rank pari passu with the existing Ordinary
Shares.
19. Reserves
(a) Foreign currency translation reserves
The foreign exchange translation reserves arose from the
translation of the financial information of foreign subsidiaries
and are not distributable by way of dividends.
(b) Capital reserve
In accordance with the relevant laws and regulations of the
People's Republic of China ("PRC"), the subsidiaries of the Company
established in the PRC are required to transfer 10% of profit after
taxation prepared in accordance with the accounting regulation in
the PRC to the statutory reserve until the reserve balance reaches
50% of the respective registered capital. Such reserve may be used
to reduce any losses incurred or for capitalisation as paid-up
capital.
(c) Share option reserve
The share option reserve arises from the requirement to value
share options in existence at the year end at fair value.
(d) Merger deficit
The accounting treatment for Group reorganisation is scoped out
of IFRS 3. Accordingly, as required under IAS 8 - Accounting
Policies, Changes in Accounting Estimates and Errors, the Group has
referred to current UK GAAP to assist its judgement in identifying
a suitable accounting policy. The introduction of the new holding
company has been accounted for as a capital reorganisation using
the merger accounting principles prescribed under current UK GAAP.
Therefore the consolidated financial statements of Galasys PLC is
presented as if Galasys PLC has always been the holding company for
the Group.
The use of merger accounting principles has resulted in a
balance on Group capital and reserves that have been classified as
a merger reserve and included in the Group's shareholders' funds.
The consolidated financial statements include the results of the
Company and all its subsidiary undertakings made up to the same
accounting date.
(e) Other reserves
This reserve arises from the contingent consideration of
acquisition I Logic Solutions Sdn. Bhd.
The Consideration is to be satisfied by way of:
(a) Agreed earn-out payment calculated based on result of
financial year 2014 in cash payable upon closing of the
acquisition. An initial payment of MYR400,000 was paid as part of
the fulfilment of purchase consideration; and
(b) 50% agreed earn-out payment based on results of the
financial year 2015 and 2016 payable in cash and remaining 50% in
the form of new shares of the Company.
The assumption of the contingent consideration is disclosed in
Note 25 to the financial statement.
20. Revenue
2015 2014
MYR MYR
Software, maintenance services
& consultancy 26,039,697 19,563,783
Hardware 25,320,373 19,058,110
51,360,070 38,621,893
---------------- ----------------
Revenue represents total value of invoices issued for goods and
services rendered.
21. Other operating income
2015 2014
MYR MYR
Interest income from cash restricted
in use 15,116 13,927
Other interest income 15,818 21,390
Tax refund 636,638 380,402
Reversal of impairment - 109,679
Realised gain on foreign exchange 57,712 -
Others 209,326 86,324
934,610 611,722
------------------- -------------------
22. Profit before taxation
2015 2014
MYR MYR
Profit before taxation is arrived
at after
charging/(crediting):-
Amortisation of intangible assets 2,168,303 1,027,328
Auditors' remuneration:
- current year 551,365 315,000
Depreciation of plant and equipment 247,841 128,952
Bad debts written off 16,254 247,048
Impairment allowance on trade receivables 112,953 215,727
Directors' remuneration:
- Salary and other emolument 1,206,041 588,389
- Defined contribution plan 90,067 77,454
Interest expense 78,197 80,705
Exceptional items- provision for 3,006,350
legal fees * -
Rental of premises 672,247 501,141
Staff costs:
- salary and allowances 1,882,223 2,611,740
- defined contribution plan 157,048 197,093
Unrealised loss on foreign exchange 635,099 319,036
--------------- ----------------
* During the year, the group has made a provision of GBP500K for
legal costs in relation to counsel advice and other legal fees for
the ongoing Directors dispute that began in October 2015. It has
been agreed by the Board that it is in the best interest of the
Group to reimburse the Directors of all legal costs when the case
is completed (Note 29).
23. Taxes
Components of tax expenses recognised in profit or loss
include:
2015 2014
MYR MYR
Current tax expenses:
Current tax expense 2,084,746 1,510,183
Under provision in the previous
financial year - 40,439
Deferred tax expenses:
Current tax expense - 392,181
Transferred of deferred tax assets 14,570 -
----------------- ------------------
2,099,316 1,942,803
----------------- ------------------
The charge for each period can be reconciled to the profit or
loss per the consolidated statements of profit or loss as
follows:
2015 2014
MYR MYR
Profit before taxation 9,136,258 11,338,562
Tax at the applicable statutory
local tax rate of 25% 2,284,065 2,834,641
- Effects of:
Tax effect on non-deductible expenses 849,608 112,737
Tax effect on IFRS adjustments
not adjusted - 52,421
Income exempted under pioneer status
incentive (654,976) (605,226)
Differential in tax rates - (24,954)
Different tax rates in different
countries (1,675,618) (888,066)
Deferred tax assets not recognised
during the year 1,281,667 443,642
Deferred tax recognised during
the year 14,570 17,608
----------------- -----------------
2,099,316 1,942,803
----------------- -----------------
Galasys Solutions (MSC) Sdn. Bhd. ("GSSB") and I Logic Solutions
Sdn. Bhd. ("I Logic") were granted Multimedia Super Corridor
("MSC") status by Malaysia government, and were accorded Pioneer
Status under Section 4A of the Promotion of Investments Act 1986,
which provides for a 100% tax exemption on the statutory business
income earned for a maximum period of five years. By virtue of this
status, GSSB and I Logic will enjoy full exemption from income tax
in their statutory income for pioneer activities.
A subsidiary of Galasys Group, Galasys Global (Suzhou) Co.
Limited ("GGSZ"), was established in the Suzhou Province State as a
foreign investment enterprise. Pursuant to the tax legislations
applicable to foreign investment enterprises, it is entitled to
full exemption from the PRC income tax for the two years commencing
from their first profit-making year of operations and thereafter,
is entitled to a 50% relief from the PRC income tax for the next
three years, whereby the current statutory tax rate is 25%. GGSZ is
in the third profit-making year and thus, enjoys a 50% relief from
the PRC income tax for the current financial year.
24. Earnings per share
The basic earnings per share is calculated by dividing the
profit after tax attributable to owners by the weighted average
number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential shares adjusted to reflect the
conversion as mentioned above.
2015 2014
MYR MYR
Profit after tax attributable to
owners 7,036,942 9,395,759
Weighted average number of shares
Basic 73,766,182 59,488,835
Adjustment for:
Share options - 27,521
Diluted 73,766,182 59,516,356
Earnings per share (sen)
Basic 9.54 15.79
------------------------ --------------
Diluted 9.54 15.79
------------------------ --------------
Share option have no dilutive effect as the average market price
of ordinary shares as at year end is below the exercise price of
the share option.
25. Business combinations
On 5 January 2015, Galasys Holdings completed the acquisition of
the 100 per cent equity interest in I Logic Solutions Sdn Bhd ("I
Logic"). Pursuant to the acquisition, I Logic became a wholly owned
subsidiary of the Group. I Logic was incorporated as a private
limited company in Malaysia pursuant to the Companies Act 1965. I
Logic is principally involved in research and development,
implementation and system integration, sales and services of Radio
Frequency Identification ticketing, theme park solutions and
security system.
The fair values of the identifiable assets and liabilities of I
Logic as at the date of acquisition were:
Pre-acquisition
Recognised Values
carrying fair on
amounts value adjustments acquisition
MYR MYR MYR
Property, plant and
equipment 225,956 - 225,956
Trade receivables 707,903 - 707,903
Other receivables,
deposits and prepayments 25,603 - 25,603
Cash and bank balances 140,104 - 140,104
Trade Payables (48,000) - (48,000)
Other Payables and
accruals (17,131) - (17,131)
--------------------- --------------------------------- ----------------
Net identifiable
assets and liabilities 1,034,435 - 1,034,435
Goodwill on acquisition 3,586,575
----------------
Fair value of consideration
transferred 4,621,010
----------------
Acquisition-related costs amounting to MYR56,001/- have been
excluded from the consideration transferred and have been
recognised as an expenses in profit or loss in the current
year.
Contingent consideration
The following is the measurement for the total contingent
consideration:-
Consideration
---------- -------------------------------------------------------------------------
Discount Present Settle Settle
Profit Consideration factor value in cash in Shares
MYR MYR % MYR MYR MYR
2014 (Actual) 499,071 998,142 998,142 *998,142 -
2015 (Actual) 1,012,150 2,024,300 8% 1,862,356 931,178 931,178
2016 (Estimated) 1,040,000 2,080,000 8% 1,760,512 880,256 880,256
---------- ---------- ----------------
4,621,010 2,809,576 1,811,434
---------- ---------- ----------------
*The amount consists of initial payment of MYR400,000 paid as
part of the fulfilment of purchase.
Total consideration is based on the aggregate of a multiple of 2
of I Logic audited profit after tax for each of the financial year
2014, 2015 and 2016 with a maximum amount payable of MYR7,000,000.
The settlement for financial years 2015 and 2016 shall be paid 50%
in cash and 50% in equity in the following year.
The effect of the acquisition on cash flow is as follows:
MYR
Net assets acquired 1,034,435
---------------
Net cash flow on acquisition MYR
Consideration settled in cash 2,809,576
Less: Cash and cash equivalents of subsidiary
acquired (140,104)
---------------
Net cash out flow on acquisition 2,669,472
---------------
The effective accounting acquisition date for I Logic's
acquisition by Galasys Holdings was 5 January 2015. Set out below
is an extract of the aggregation of the results of I Logic and the
Galasys Group for the year ended 31 December 2015, which is
included for illustrative purposes only.
Galasys
Group I-Logic
MYR'000 MYR'000
Revenue 51,360 1,939
Operating profit 12,221 1,012
Profit before tax 9,136 1,012
Profit after tax 7,037 1,012
-------- --------
The financial information for I Logic has been extracted from
that company's audited financial statements for the year ended 31
December 2015.
26. Related party disclosure
(a) Identities of related parties
(i) The Company had related party relationships with its subsidiaries as disclosed in Note 2.2;
(ii) the directors who are the key management personnel; and
(iii) entities controlled by certain key management personnel and directors.
(b) The Group carried out the following transactions with
related parties during the financial years:
(i) Related parties
2015 2014
MYR MYR
Professional fees 696,323 1,330,763
------------- --------------
(ii) Key management personnel
Key management personnel consists of the directors of the
group
Salaries and other
short term
employee benefits
2015 2014
MYR MYR
Executive Directors 864,999 582,525
Non-executive Directors 430,273 206,000
-------------- --------------
1,295,272 788,525
-------------- --------------
27. Share options
The Company established a Share Option Plan upon its admission
to AIM as part of the Group's incentivisation and retention policy.
The options may be granted to employees of the Company and:
(a) any company which the Company owns 50% or more of the issued
shares in; and
(b) any company which the Company has an indirect interest in,
provided that the shareholding held in each intermediate company
between the Company and that company is more than 50 per cent of
the issued shares (each a "Participating Company").
New options over a total of 2,330,000 ordinary shares have been
granted on its admission to employees with an exercise price of
22.5 pence each. The weighted fair value of the options granted was
12.6 pence per share.
Details of the options outstanding at the year end are as
follows:
Number
2015 2014
Outstanding as at 1 January 2,185,000 -
- Granted - 2,330,000
- Forfeited (425,000) (145,000)
------------------------ ------------------------
Options outstanding at 31 December 1,760,000 2,185,000
------------------------ ------------------------
A charge of MYR355,475 (2014: MYR172,789) has been made to the
statement of comprehensive income for the year relating to these
options. The charge was calculated using fair values determined
using the Black Scholes option pricing model. The principal inputs
into the model were as follows:
-- Stock price: 24.5 pence
-- Exercise price: 22.5 pence
-- Risk free rate: 2.82%
-- Volatility: 41.35%
-- Time to maturity: 10 years
The expected volatility was determined by reference to similar
entities trading on the AIM market. No expected dividends have been
used in the option pricing model.
The charge represents the total fair value of the share options
spread over the vesting period.
28. Segment Information
IFRS 8 requires operating segments to be identified on the basis
of internal reports about components of the Group that are
regularly reviewed by the chief operating decision maker, as
defined in IFRS 8, in order to allocate resources to the segment
and to assess its performance.
All other segments primarily comprise income and expenses
relating to the Group's administrative functions. Interest income
and interest expense are not allocated to segments, as this type of
activity is driven by the central treasury function which manages
the cash position of the Group. Accordingly, this information is
not separately reported to the Board for each reportable
segment.
Operating segments are prepared in a manner consistent with the
internal reporting provided to the Executive Directors as its chief
operating decision maker in order to allocate resources to segments
and to assess their performance. For management purposes, the Group
is organised into business units based on business and geographical
segments.
Unallocated item comprise mainly related loans and borrowings
and related expenses, corporate assets,
office expenses, tax assets and liabilities.
Business segments
The Group's primary format for reporting segment information is
business segments, with each segment representing a product
category.
The Group comprises the following main segments:
(1) Software The provision of internal developed
software.
(2) Hardware Retailing activities of hardware.
(3) Maintenance services Provision of maintenance services
and consultancy and consultancy to theme park
operator.
(4) Others Dealer and agent services.
Geographical segments
The professional services and sales segment of the Group
operated in the PRC, Singapore and Hong Kong which apart from its
home country, Malaysia.
In presenting information on the basis of geographical segments,
segment revenue is based on the geographical location of
customers.
Segments assets and capital expenditure are based on
geographical location of the assets.
Segments Information for Financial year ended 31 December
2015
(a) Business segments
The segment information provided to management for the
reportable segments for the year ended 31 December 2015 is as
follows:
Software,
Maintenance
Services
and
Consultancy Hardware Group
MYR MYR MYR
Revenue 26,039,697 25,320,373 51,360,070
Results 27,017,859
Unallocated corporate
expenses (18,738,014)
Other income 934,610
Finance costs (78,197)
Income tax expenses (2,099,316)
Profit after taxation
for the year 7,036,942
----------------
Other information
Segment assets 89,627,251
Segment liabilities 19,885,624
Capital expenditure 4,836,138
Depreciation and
amortisation 2,416,144
(b) Geographical segments
Revenues from the highest geographical segment represent
approximately 45% of the Group's revenues.
The segment information provided to management for the
reportable segments for the year ended 31 December 2015 is as
follows:
Hong
PRC Malaysia BVI Kong UK Group
MYR MYR MYR MYR MYR MYR
Revenue 23,053,789 22,177,181 - 6,128,789 311 51,360,070
Segmental
assets 44,609,552 33,870,883 805,665 8,147,507 2,193,644 89,627,251
Capital
expenditure 3,140,875 1,686,334 - - 8,929 4,836,138
Segmental
liabilities 7,746,207 6,255,044 2,229,385 44,850 3,610,138 19,885,624
Segments Information for Financial year ended 31 December
2014
(a) Business segments
The segment information provided to management for the
reportable segments for the year ended 31 December 2014 is as
follows:
Software,
Maintenance
Services
and
Consultancy Hardware Group
MYR MYR MYR
Revenue 19,563,783 19,058,110 38,621,893
Results 19,522,872
Unallocated corporate
expenses (8,715,327)
Other income 611,722
Finance costs (80,705)
Income tax expenses (1,942,803)
Profit after taxation
for the year 9,395,759
--------------------
Other information
Segment assets 46,195,864
Segment liabilities 7,649,002
Capital expenditure 4,886,110
Depreciation and amortisation 1,156,280
(b) Geographical segments
Revenues from the highest geographical segment represent
approximately 62% of the Group's revenues.
The segment information provided to management for the
reportable segments for the year ended 31 December 2014 is as
follows:
Hong
PRC Malaysia BVI Kong UK Group
MYR MYR MYR MYR MYR MYR
Revenue 12,505,034 23,766,563 - 2,350,296 - 38,621,893
Segmental
assets 21,455,810 18,721,193 4,192,903 1,630,375 195,583 46,195,864
Capital expenditure 2,726,988 2,053,451 - - 105,671 4,886,110
Segmental
liabilities 2,671,860 4,313,388 71,305 74,748 517,701 7,649,002
29. Contingent liabilities
The group has made a provision of GBP500K of legal costs, which
has been agreed by the Board that it is in the best interest of the
Group to cover the Directors' legal fees in relation to the ongoing
Directors dispute that began in October 2015 (Note 22). Depending
on the outcome of this dispute, actual liability incurred by the
Group to the year ended 31 December 2015, maybe increase by another
GBP300K, which was not provided in the accounts. Further contingent
liability arising from this case is estimated approximately GBP330K
post year end.
The extent to which an outflow of funds will be required is
dependent on the ongoing dispute and its consequence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LIFLERVIIVIR
(END) Dow Jones Newswires
June 30, 2016 02:01 ET (06:01 GMT)
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