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INNOVISE PLC - Half-yearly Report.

                                 Innovise plc

                         ("Innovise" or the "Company")

                              Half-Yearly Report

Chairman's statement

Highlights

  * Turnover increased to [pounds sterling]5.14 million from [pounds sterling]3.29 million in H1 2008

  * Operating profit before interest, tax and amortisation of intangible assets
    rose to [pounds sterling]0.67 million from [pounds sterling]0.65 million in H1 2008

  * Infrasolve Limited acquired in January 2009

  * Strong cash generated by operations of [pounds sterling]0.62 million, equating to 92% cash
    conversion

  * Integration of recently acquired businesses well advanced and new
    acquisition announced today.

I am pleased to report that Innovise continued to achieve encouraging progress
during the six months to 31 March 2009. The enlarged group has sharpened its
focus and reorganised into two specialist divisions: Innovise Enterprise
Service Management and Innovise Software Solutions.

Despite challenging trading conditions, the company delivered an increase in
turnover and operating profit before amortisation of goodwill with the benefit
of Infrasolve following its acquisition in January this year.

These results demonstrate the commitment and the ability of the Innovise
leadership team to pursue sustainable profitable growth through a focused
strategy of targeted acquisitions, business integration and optimisation, and
disciplined financial management.

Today we have announced the purchase of Harbrook Consulting Ltd. This
acquisition is highly complementary to that of Infrasolve and our earlier
acquisition (in December 2007) of Abilitec. These three businesses will be
combined to form the new Innovise Enterprise Service Management (ESM) division.

Although the overall economic situation remains difficult, we are well
positioned in our niche markets to prosper in the medium term. Our staff have
worked hard to achieve solid results during the current downturn, and your
Board is committed to maintaining a clear focus on long-term growth while
managing costs, short-term profit and cash flow rigorously. We see great
opportunity for the future, and accordingly we will continue to make strategic
investments in acquisitions as well as in organic growth to ensure that
Innovise emerges strongly from the recession.

Vin Murria
Chairman

Chief Executive's review

During the six-month period ended 31 March 2009, Innovise made further
significant progress in implementing its long-term growth strategy while
maintaining a strong cash position and optimising our cost structure in the
face of the global economic downturn.

In January this year, we announced our largest acquisition to date with the
purchase of Infrasolve Limited for a total consideration of [pounds sterling]6.76 million,
including [pounds sterling]4 million in Innovise shares and a further deferred [pounds sterling]1 million
payable in either shares or cash at the company's option.

The acquisition of Infrasolve, together with that of Abilitec Limited a year
earlier, has positioned us as a market leader in the provision of IT Service
Management (ITSM) solutions. This strong position is further enhanced by the
addition of Harbrook announced today.

In order to better focus investment and maximise synergy, we are restructuring
the group into two divisions: Innovise ESM (combining Abilitec, Infrasolve and
Harbrook) and Innovise Software Solutions (combining Innovise Software and
Innovise Managed Services).

Financial

Both sales and operating profit before amortisation of intangibles increased in
this interim period as a result of our recent acquisitions.

Total turnover for the period was [pounds sterling]5.14 million, an increase of more than 55%
from the [pounds sterling]3.29 million reported for the six months to 31 March 2008.

Adjusted operating profit (before interest, tax and amortisation of intangible
assets) rose to [pounds sterling]0.67 million from [pounds sterling]0.65 million in the previous interim
period.

Innovise remains focused on increasing recurring sales, which grew to [pounds sterling]1.66
million from [pounds sterling]1.20 million in the corresponding period last year. The company
also places great emphasis on disciplined management of working capital in
order to maximise cash generation, and was able to convert over 90% of
operating profit into cash during the period. (Cash flow conversion is defined
as cash generated by operations as a percentage of operating profit before
amortisation of goodwill.) Cash in hand at 31 March 2009 was significantly
ahead of budget at [pounds sterling]0.80 million.

The Board is not recommending payment of an interim dividend.

Driving value through targeted growth, synergy and financial discipline

While current market conditions are undoubtedly challenging and the economic
outlook uncertain, Innovise remains committed to creating shareholder value by
expanding its position as trusted adviser to customers in its niche markets. We
expect this objective to be better realised with the reorganisation of our
business into two operating divisions, each with a distinct market focus.

During the second half of the year, we will continue to focus on building our
competitive advantage through rigorous operational and financial management. In
addition, we will continue to position the group for eventual recovery of the
economy by implementing organic investments, which will likely cap short-term
profit growth, and by seeking further value-adding acquisitions while retaining
modest financial leverage.

Mike Taylor
Chief Executive Officer


Unaudited consolidated income statement
for the six months ended 31 March 2009

                                     Unaudited      Unaudited         Audited
                                      6 months       6 months            Year
                                         ended          ended           ended
                                      31 March       31 March    30 September
                                          2009           2008            2008

                             Notes           [pounds sterling]              [pounds sterling]               [pounds sterling]

REVENUE                              5,135,329      3,288,440       8,266,696

Cost of sales                      (2,483,626)    (1,207,119)     (3,334,173)

GROSS PROFIT                         2,651,703      2,081,321       4,932,523

Administrative expenses            (2,217,726)    (1,582,245)     (3,806,620)

OPERATING PROFIT BEFORE                670,252        651,824       1,468,899
AMORTISATION OF INTANGIBLE
ASSETS

Amortisation of intangible           (236,275)      (152,748)       (342,996)
assets

OPERATING PROFIT                       433,977        499,076       1,125,903

Finance income                          22,605         14,116          31,305

Finance costs                         (92,950)       (85,336)       (209,402)

PROFIT BEFORE TAX                      363,632        427,856         947,806

Tax expense                           (80,712)      (110,000)       (191,630)

PROFIT FOR THE PERIOD                  282,920        317,856         756,176
ATTRIBUTABLE TO EQUITY
HOLDERS OF THE PARENT

EARNINGS PER SHARE

Basic earnings per share       2          0.9p           1.2p            2.8p

Diluted earnings per share     2          0.8p           1.2p            2.8p


Unaudited consolidated interim statement of recognised income and expense
for the six months ended 31 March 2009

                                       Unaudited      Unaudited          Audited
                                        6 months       6 months             Year
                                           ended          ended            ended
                                        31 March       31 March     30 September
                                            2009           2008             2008

                                               [pounds sterling]              [pounds sterling]                [pounds sterling]

Profit for the period                    282,920        317,856          756,176

Net expense recognised directly
in equity:

Reduction in value of derivative        (50,000)              -         (20,000)
financial instrument taken to
hedging reserve

Total recognised income and              232,920        317,856          736,176
expense for the year



Unaudited consolidated balance sheet
as at 31 March 2009

                                        Unaudited      Unaudited        Audited
                                            As at          As at          As at
                                         31 March       31 March   30 September
                                             2009           2008           2008

                               Notes            [pounds sterling]              [pounds sterling]              [pounds sterling]

ASSETS

NON-CURRENT ASSETS

Goodwill                               13,371,832      7,615,276      8,179,882

Other intangible assets                 2,443,980      1,670,503      1,480,255

Property, plant and equipment             214,465        140,445        211,713

Investments in subsidiaries                    51         10,286             51

                                       16,030,328      9,436,510      9,871,901

CURRENT ASSETS

Inventories                                     -          6,000              -

Trade and other receivables             3,650,115      2,526,201      2,128,747

Current tax assets                              -              -         12,468

Cash and cash equivalents                 804,122        797,167        930,129

                                        4,454,237      3,329,368      3,071,344

TOTAL ASSETS                           20,484,565     12,765,878     12,943,245

LIABILITIES

CURRENT LIABILITIES

Trade and other payables              (3,288,542)    (2,793,908)    (2,427,702)

Current tax liabilities                 (653,759)      (275,417)      (266,900)

Loans                                   (500,000)      (479,504)    (1,000,000)

Obligations under finance                (12,500)       (12,500)       (12,500)
leases

                                      (4,454,801)    (3,561,329)    (3,707,102)

NET CURRENT LIABILITIES                     (564)      (231,961)      (635,758)

NON-CURRENT LIABILITIES

Convertible loan stock                (1,006,419)      (188,079)      (189,579)

Other loans                           (1,339,771)    (2,464,560)    (1,580,171)

Deferred tax liabilities                (674,162)      (452,600)      (401,450)

Obligations under finance                 (7,917)       (20,417)       (14,167)
leases

Provisions                               (32,500)       (20,000)       (20,000)

Derivative financial                     (70,000)              -       (20,000)
instrument

                                      (3,130,769)    (3,145,656)    (2,225,367)

TOTAL LIABILITIES                     (7,585,570)    (6,706,985)    (5,932,469)

NET ASSETS                             12,898,995      6,058,893      7,010,776

EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE PARENT

Called up share capital                 2,256,310      2,069,473      2,129,031

Shares to be issued                     1,000,000      1,769,312        500,000

Equity reserve                             19,421         19,421         19,421

Share premium account                   1,083,917        937,667        937,667

Merger reserve                          8,177,225      1,566,000      3,300,754

Reverse acquisition reserve             (918,040)      (918,040)      (918,040)

Retained earnings                       1,350,162        615,060      1,061,943

Hedging reserve                          (70,000)                      (20,000)

TOTAL EQUITY                     3     12,898,995      6,058,893      7,010,776



Unaudited consolidated cash flow statement
for the six months ended 31 March 2009

                                      Unaudited      Unaudited          Audited
                                       6 months       6 months             Year
                                          ended          ended            ended
                                       31 March       31 March     30 September
                                           2009           2008             2008

                                              [pounds sterling]              [pounds sterling]                [pounds sterling]

Operating profit                        433,977        499,076        1,125,903

Depreciation of property, plant and      47,136         30,433           71,313
equipment

Amortisation of intangible assets       236,275        152,748          342,996

Share-based payment                       5,299          4,803           13,366

Operating cash flows before             722,687        687,060        1,553,578
movements

in working capital

Decrease in inventories                       -              -            6,000

Increase in receivables                (78,717)      (824,057)        (343,614)

(Decrease)/increase in payables        (24,431)        790,793          369,308

Cash generated by operations            619,539        653,796        1,585,272

Tax paid (net of refunds)              (32,858)       (68,640)        (221,166)

Net cash flow from operating            586,681        585,156        1,364,106
activities

Investing activities

Interest received                        22,605         14,116           31,305

Purchase of property, plant and        (44,628)       (14,364)        (119,805)
equipment

Acquisition of subsidiaries         (1,760,250)    (3,301,839)      (3,425,549)

Cash balances of acquired               942,345        361,071          423,141
subsidiaries

Net cash used in investing            (839,928)    (2,941,016)      (3,090,908)
activities

Financing activities

Repayment of borrowings               (756,250)        (6,250)        (390,887)

Interest paid                          (66,510)       (77,997)        (189,456)

Proceeds on issue of shares             150,000              -                -

New loans raised                        800,000      2,438,225        2,438,225

Net cash from financing activities      127,240      2,353,978        1,857,882

Net (decrease)/increase in cash and   (126,007)        (1,882)          131,080
cash equivalents

Cash and cash equivalents at            930,129        799,049          799,049
beginning of period

Cash and cash equivalents at end of     804,122        797,167          930,129
period


Notes to the unaudited interim report
for the six months ended 31 March 2009

 1. BASIS OF PREPARATION

Innovise plc is a company incorporated in the United Kingdom under the
Companies Act 1985. Its registered office address is Hellier House, Wychbury
Court, Two Woods Lane, Brierley Hill, DY5 1TA.

The condensed consolidated interim financial statements of the company for the
six months ended 31 March 2009 comprise the company and its subsidiaries
(together referred to as "the group"). These interim statements do not
constitute statutory accounts as defined in Section 434 of the Companies Act
2006. The interim financial information has been prepared using the same
accounting policies, presentation, method of computation and estimation
techniques as are expected to be adopted in the group financial statements for
the year ending 30 September 2009 and which were adopted in the audited group
financial statements for the year ended 30 September 2008.

The financial information for the year ended 30 September 2008 has been
extracted from the statutory accounts for that period. The auditors' report on
the statutory accounts was unqualified and did not contain a statement under
Section 237 of the Companies Act 1985. A copy of those financial statements has
been filed with the Registrar of Companies.

The condensed consolidated interim financial statements have been prepared
using accounting policies consistent with International Financial Reporting
standards (IFRSs) as adopted in the EU. While the financial figures included in
this half yearly report have been computed in accordance with IFRSs as adopted
in the EU applicable to interim periods, this half yearly report does not
contain sufficient information to constitute an interim financial report as
that term is defined in IAS 34.

The condensed consolidated interim financial statements are presented in pounds
sterling because that is the currency of the primary economic environment in
which the group operates, and were authorised for issue on 12 June 2009.

Copies of the interim report for the period ended 31 March 2009 are being sent
to all shareholders. Further copies can be obtained from the registered office
during normal business hours, and the report is also available on the company's
website, www.innovise.com.

 2. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the
following data:

Earnings

                                      Unaudited      Unaudited          Audited
                                       6 months       6 months             Year
                                          ended          ended            ended
                                       31 March       31 March     30 September
                                           2009           2008             2008

                                              [pounds sterling]              [pounds sterling]                [pounds sterling]

Earnings for the purpose of basic       282,920        317,856          756,176
earnings per share being net profit
attributable to equity holders of
the parent

Effect of dilutive potential
ordinary shares:

Interest on convertible loan stock        1,949          4,284            8,388
(net of tax)

Earnings for the purposes of            284,869        322,140          764,564
diluted earnings per share

Number of shares

Weighted average number of ordinary  33,033,524     26,645,040       26,669,344
shares for the purpose of basic
earnings per share

Effect of dilutive potential
ordinary shares:

Share options and warrants              170,903        280,538          260,248

Convertible loan notes                  500,000        500,000          500,000

Shares potentially issuable in          961,539              -                -
settlement of deferred
consideration on acquisition of
Infrasolve Limited

Weighted average number of ordinary  34,665,966     27,425,578       27,429,592
shares for the purpose of diluted
earnings per share

Adjusted earnings per share

Adjusted earnings per share calculated before deducting amortisation of
intangible assets and the tax attributable thereto are presented below in order
to assist in an understanding of the underlying performance of the business.


                                    Unaudited     Unaudited            Audited
                                     6 months      6 months               Year
                                        ended         ended              ended
                                     31 March      31 March       30 September
                                         2009          2008               2008

                                            [pounds sterling]             [pounds sterling]                  [pounds sterling]
Adjusted earnings

Earnings for the purposes of          282,920       317,856            756,176
basic earnings

per share being net profit
attributable to equity holders of
the parent

Amortisation of intangible assets     236,275       152,748            342,996

Tax credit attributable to           (63,288)      (44,297)           (96,817)
amortisation

Earnings for the purposes of          455,907       426,307          1,002,355
adjusted basic earnings per share
calculation

Interest on convertible loan            1,949         4,284              8,388
stock (net of tax)

Earnings for the purposes of          457,856       430,591          1,010,743
adjusted diluted earnings per
share

Adjusted basic earnings per share        1.4p          1.6p               3.8p

Adjusted diluted earnings per            1.3p          1.6p               3.7p
share

The number of shares for the purpose of calculating the adjusted earnings per
share figures is as set out on the previous page.

 3. CONSOLIDATED RECONCILIATION OF CHANGES IN EQUITY

                                    Unaudited       Unaudited           Audited
                                     6 months        6 months              Year
                                        ended           ended             ended
                                     31 March        31 March      30 September
                                         2009            2008              2008

                                            [pounds sterling]               [pounds sterling]                 [pounds sterling]

Opening equity                      7,010,776       5,466,922         5,466,922

Issue of ordinary shares for cash     150,000               -                 -

Issue of ordinary shares for        5,000,000               -         1,794,312
acquisitions

Shares to be issued for               500,000         269,312       (1,000,000)
acquisitions (new potential issues
less shares issued in the period)

Share-based payments                    5,299           4,803            13,366

Reduction in value of derivative     (50,000)               -          (20,000)
financial instrument

Profit for the period                 282,920         317,856           756,176

                                   12,898,995       6,058,893         7,010,776

 4. CHANGES IN DEBT

During the period, the company issued [pounds sterling]800,000 of convertible loan stock
redeemable in January 2012 and repaid [pounds sterling]500,000 of other loans.

 5. ACQUISITIONS

On 21 January 2009, the group acquired 100% of the issued ordinary share
capital of Infrasolve Limited. Goodwill arising on the acquisition of
Infrasolve Limited has been capitalised. The purchase of Infrasolve Limited has
been accounted for by the purchase method of accounting. The book and fair
value of net assets and liabilities acquired are set out below:

                                               Book value      Fair value

                                                        [pounds sterling]               [pounds sterling]

Intangible assets                                       -       1,200,000

Plant and equipment                                 5,260           5,260

Trade and other receivables                     1,442,651       1,442,651

Cash and cash equivalents                         942,345         942,345

Trade and other payables                        (885,271)       (885,271)

Current tax liabilities                         (288,185)       (288,185)

Provisions                                       (12,500)        (12,500)

Deferred tax                                            -       (336,000)

Net assets acquired                             1,204,300       2,068,300

Goodwill                                                        4,690,700

Fair value of consideration                                     6,759,000

Consideration satisfied by:

Cash                                                            1,667,500

10,000,000 ordinary shares in Innovise plc                      4,000,000
at 40p

Deferred consideration taken to equity                          1,000,000

Directly attributable costs                                        91,500

                                                                6,759,000

Under the terms of the agreement for the acquisition of Infrasolve Limited,
deferred consideration of [pounds sterling]0.5 million is payable in January 2010 and a further
[pounds sterling]0.5 million in January 2011. The deferred consideration is payable in cash or
in ordinary shares at 40p at the company's option. Deferred consideration is
included within equity because there is no obligation on the company to settle
this in cash.

Goodwill not separately recognised as an intangible asset comprises the skilled
workforce and management, synergies anticipated with existing group operations
and the potential to expand the supply of the company's services to new
customers.

During the period, the company issued 2,352,941 shares in respect of the
maximum contingent consideration payable for the acquisition of Abilitec. These
shares have been reflected in equity at a price of 42.5p, being their fair
value at the date of acquisition. Further goodwill of [pounds sterling]500,000 has been
reflected in respect of this acquisition, being the excess over the actual
number and value of consideration shares over the original estimate of the
earn-out shares that would be issued.

In addition, a further amount of [pounds sterling]1,250 has been allocated to the cost of
goodwill in the period, being further costs arising in relation to the
acquisition of Abilitec Limited in the previous financial year.

Contact:

Mike Taylor                                         0870 626 0400
Chief Executive Officer, Innovise plc

Tony Edwards                                        0870 626 0400
Finance Director, Innovise

Liam Murray or Jo Turner                            020 7492 4777
Dowgate Capital Advisers Ltd

Ruari McGirr or Mark Anwyl                          020 7628 5582
St Helen's Capital plc

Ian Foster                                          07739 185 050
Wordsworth Communication Ltd



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Date:Jun 12, 2009
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