Tracsis
Further positive trading update – Tracsis Plc is a leading provider of software and technology led products and services within the transportation industry, traffic and pedestrian rich environments is pleased to provide an update on current trading and developments across the Group.
Acquisition of Sky High plc (“Sky High”)
Integration of Sky High is underway and progressing well. The acquisition was incorporated into the wider Group’s trading as of 17 April 2013. The elimination of surplus PLC related overheads combined with other immediate synergies has enabled both cost savings and performance improvements. This has led to an enhanced operating margin for Sky High and management expectation is that the newly acquired business will make a good contribution to the Group’s overall performance for the period to 31 July 2013.
Condition Monitoring
This area of the business has performed extremely well during the current financial year, and has secured strong orders from outside of the framework agreement.
The Group is currently involved in negotiations with a major customer to continue the next phase of a significant Framework Agreement for its condition monitoring technology. The timing of the prospective contract extension indicates that potential major orders for the Group are expected in late 2013 or early 2014, assuming successful renewal. A further update will be provided in due course.
Rail market at large
The Group welcomes the recent developments within the rail industry regarding the lifting of the embargo on UK rail re-franchising. A new franchise bidding timetable has been released by the Department of Transport and this presents a very busy period of work for the entire industry which will commence imminently. Tracsis has entered into a long term agreement with one of the major operating Groups for retention of its consultancy and software services, and expects to work with most of the other bidders in varying capacities. Looking ahead, the next few years should be a period of stability in the consultancy and software offering and allow the Group to invest in a broader range of products and services.
Outlook
The Group is pleased to announce that revenues for the year ending 31 July 2013 are forecast to be in excess of £10m and underlying profits are in line with previous market expectations.
Following the acquisition of Sky High, the Group’s cash position is c. £6m. Tracsis continues to aggressively manage costs and has maintained a prudent approach to how it undertakes investment decisions. The business remains debt free, actively manages cash reserves and remains committed to a strategy of delivering shareholder value through a combination of acquisitive and organic growth.
John McArthur, Chief Executive Officer commented:
“The progress made since the acquisition of Sky High has been very pleasing and we are excited by the opportunities presented to us in the new markets using technology and services familiar to us.
“We look forward to updating the market in due course on further developments, and in concurrence with the positive industry indicators, we will work to drive further shareholder value through organic growth and acquisition.”
Tracsis
Recommended Cash Offer for Sky High plc
RECOMMENDED CASH OFFER
FOR THE ENTIRE ISSUED SHARE CAPITAL OF SKY HIGH PLC
(other than those shares acquired by Tracsis under the Management Agreement and the Prowse Trust Agreement)
And
NOTICE OF GENERAL MEETING OF SKY HIGH PLC
The boards of Sky High and Tracsis have today agreed the terms of a recommended cash offer to be made by Tracsis for the entire issued ordinary share capital of Sky High, excluding the Management Roll Over Shares and the Prowse Trust Shares (as defined below), at 15.25p per Sky High Share (the “Offer”).
The Offer values Sky High’s entire issued ordinary share capital (including the Management Roll Over Shares and the Prowse Trust Shares) at approximately £3.28 million and an Offer Document has today been dispatched to all Sky High shareholders (the “Offer Document”), setting out the terms and conditions of the Offer.
Summary
· The Offer represents a premium of approximately 69.44% to the Closing Price per Offer Share of 9p on 25 March 2013 (being the last Business Day prior to the date of the Announcement);
· The Offer represents a premium of approximately 76.91% to the weighted average Closing Price per Offer Share of 8.6p for the six months ended 25 March 2013 (being the last Business Day prior to the date of the Announcement).
· Mark Mattison, Grant Wilson and Martin Prowse, directors of Sky High, are acquiring 308,563 shares in Tracsis pursuant to the terms of a Management Agreement (the details of which are set out below) and in respect of which the Sky High Shareholders are being asked to vote at the Sky High General Meeting, and Alex Johnson, who is not a Sky High Shareholder, is a party to certain Management Arrangements, they have not taken part in consideration of the Offer as directors of Sky High.
· The Offer is conditional, amongst other things, on:
o valid acceptances being received in respect of not less than 90% of the Offer Shares (or such lower percentage as Tracsis may decide) provided that this condition will not be satisfied unless Tracsis shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Sky High Shares carrying in aggregate more than 50% of the voting rights normally exercisable at general meetings of Sky High; and
o the Independent Shareholders passing the Ordinary Resolution to approve the Management Arrangements at the Sky High General Meeting.
· The Independent Directors, having been so advised by SPARK Advisory Partners Limited, consider the terms of the Offer to be fair and reasonable and unanimously recommend that:
o all Sky High Shareholders accept the Offer; and
o all Independent Shareholders vote in favour of the Ordinary Resolution to approve the Management Arrangements to be proposed at the Sky High General Meeting to be held at 2.00pm. on 15 April 2013.
· The Independent Directors have irrevocably undertaken to:
o accept (or procure the acceptance of) the Offer in respect of an aggregate total of 10,819,607 Sky High Shares representing, in aggregate, approximately 60.70 per cent. of the Offer Shares and 50.28 per cent. of all of the Sky High Shares; and:
o to vote (or procure the vote), in favour of the Ordinary Resolution, in respect of an aggregate of 10,819,607 Eligible Voting Shares, representing, in aggregate, approximately 67.16 per cent of the Eligible Voting Shares.
Commenting on the Offer, John McArthur, CEO of Tracsis said:
“The combination of Tracsis and Sky High is an exciting opportunity as it adds considerable breadth, depth and scale to our existing offering. The acquisition not only widens the number of fields the Group services within the transportation industry, but also importantly adds a new territory to its current geographic footprint.
“As the largest provider of traffic analysis and surveys within the UK, Sky High has significant stature in the market, a formidable reputation, and robust systems to meet the data and analysis needs of its enviable client list. Given our own success within the rail industry, which already includes survey and analysis work, we see great cross-selling opportunities of both services and technology to this new market, whilst expanding our reach overseas given the considerable presence Sky High has in Australia.
“We believe that this acquisition, whilst being immediately earnings enhancing, will also drive growth for the combined Group and in turn provide further value to our shareholders.”
Commenting on the Offer, Mark Mattison, CEO of Sky High said:
“We welcome the opportunity to join Tracsis and see that, as part of larger transport technology Group, it will bring both immediate and longer term benefits to our clients and staff. The acquisition will ensure that Sky High is well placed to both grow our client base and continue to provide our current clients with a high quality and cost efficient service. In addition, joining Tracsis not only grants us access to new technical capabilities that can be utilised within the highways sector, but also allows the business to re-focus management’s time and efforts on delivering growth and new product initiatives.”
For more information please contact:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
| Mark Mattison, Sky High plc | Tel: 01937 833 933 |
| WH Ireland Limited (financial adviser to Tracsis plc)Katy Mitchell
Dan Bate
|
Tel: 0161 832 2174 |
| SPARK Advisory Partners Limited (financial adviser to Sky High plc)Sean Wyndham-Quin
Neil Baldwin |
Tel: 0113 370 8975 |
Tangentix
Parkwalk closes investment in Tangentix for the UK Tech Fund III & ZeroND Fund
Tangentix is dedicated to providing the best possible game delivery experience, using proprietary and patented technologies to compress game assets so a typical AAA title is reduced to around 1/3rd of its existing size- making downloads comfortable for nearly all internet users.
This approach means that downloads can reach a wider audience, gamers can buy more games, and publishers benefit from deeper links to the customer and stronger margins.
Tracsis
Interim results – Strong progress across all segments
Tracsis plc (AIM: TRCS), is pleased to announce its interim results for the six months ended 31 January 2013.
Financial Highlights:
· Revenues increased 29% to £4.7m (H1 2012: £3.7m)
· Adjusted EBITDA increased 49% to £1.9m (H1 2012: £1.3m)
· Profit before tax increased 50% to £1.7m (H1 2012: £1.1m)
· Cash balances up by £0.9m to £8.5m (H1 2012: £6.0m, FY 2012 £7.6m)
· Interim dividend proposed of 0.3p per share (H1 2012: 0.2p per share)
Operational Highlights:
· Further sales of TRACS optimisation software achieved
· Completion, successful launch and first contract with a major UK operator for new rail freight product – FreightTRACS
· Further international progress with sale of COMPASS reporting software in New Zealand market
· Extensive franchise bid support work for multiple transport owning Groups
· Strong demand for passenger counting & analytics services
· Continued demand for the MPEC condition monitoring technology
· Excellent client retention and account management across the Group
John McArthur, Chief Executive Officer, commented:
“I am pleased to report further substantial growth in the period with all areas of the Group performing ahead of the same time last year. In addition to winning several new contracts both in the UK and abroad, we have developed and launched a new software offering for the rail freight sector which has been sold to our first customer marking our entry into a new market.
“The Group remains well positioned for further growth and continues to benefit from an excellent financial position, a diverse product offering to blue chip clients, and a healthy pipeline of acquisition prospects.”
Tracsis
Enters the rail freight planning market
Tracsis
Tracsis (AIM: TRCS), a leading developer and consolidator of resource optimisation software, condition monitoring technology, and consultancy services to passenger transport industries, is pleased to issue the following trading update, ahead of its interim results for the six months ended 31 January 2013.
Group trading in the six month period has been buoyant, with revenue expected to be in excess of £4m (H1 2012: £3.7m). It is expected that both Adjusted EBITDA and Profit Before Tax will both be ahead of the same period last year and, accordingly, trading is in line with expectations.
The Balance Sheet remains robust, with cash balances in excess of £8.5m and the Group remaining debt free. As part of our commitment to a progressive dividend policy, the Board intends to recommend an interim dividend in due course.
The Group looks forward to the outcome of the Brown review which will determine how and when rail franchising activity returns to normal. The Directors believe the Group remains well positioned for future growth and continues to benefit from an excellent financial position, a diverse product offering, and a great pipeline of acquisition prospects that will stand Tracsis in good stead for the future.
John McArthur, Chief Executive Officer commented
“The Group has produced further growth in the period and is trading in line with expectations at the half year point.
“There is still a lot to be delivered in the months ahead but the Directors remain cautiously optimistic. We will continue to pursue our stated strategy and we feel confident of achieving further growth this year.”
For more information please contact:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
| Katy Mitchell, WH Ireland Limited | Tel: 0113 394 6618 |
| Rebecca Sanders Hewett/Jenny Bahr, Redleaf Polhill | Tel: 0207 566 6720
Tracsis@redleafpolhill.com |
Tracsis
Final Results beat expectations
Tracsis plc (“Tracsis” or the “Company” and with its subsidiaries the “Group”) (AIM: TRCS), a leading developer and consolidator of resource optimisation software, condition monitoring technology, and consultancy services to passenger transport industries, is pleased to announce its audited final results for the year ended 31 July 2012.
Financial Highlights:
- ·Revenues increased 112% to £8.7m (2011: £4.1m)
- ·Adjusted EBITDA* increased 164% to £3.3m (2011: £1.2m)
- ·Profit before tax increased 169% to £3.0m (2011: £1.1m)
- ·Cash balances up by £2.9m to £7.6m (2011: £4.7m)
- ·Early settlement of deferred consideration in respect of the MPEC acquisition
- ·Final dividend proposed of 0.35p per share. Interim dividend of 0.2p per share paid during the year, hence full year dividend of 0.55p
* Earnings before finance income, tax, depreciation, amortisation, exceptional items and share-based payment charges
Operational Highlights:
- ·Several new contract wins across the Group
- ·Continued uptake and demand for the MPEC condition monitoring technology
- ·First sales of TRACS-RS, a new software product which aids with the process of rolling stock vehicle planning
- ·Sustained involvement with UK rail refranchising where Tracsis works with a variety of transport operating groups
- ·COMPASS software product completed a major system delivery in Scandinavia
- ·Several key projects delivered across Northern Europe and Australasia
John McArthur, Chief Executive Officer, commented:
“We are once again delighted with the performance of the Group, with strong growth in both revenue and profitability. Looking ahead, we remain well placed to address the needs of the transportation industry – primarily removing extraneous resourcing costs plus improving service delivery and network robustness. There is a significant growth opportunity available to Tracsis both in the UK market and overseas and we will address this both organically and through acquisitions as appropriate.”
Enquiries:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
| Katy Mitchell, WH Ireland Limited | Tel: 0113 394 6618 |
| Rebecca Sanders Hewett/Jenny Bahr, Redleaf Polhill | Tel: 0207 566 6720 |
Chairman’s and Chief Executive Officer’s Report
Introduction
We are pleased to report on a further period of substantial growth for Tracsis plc, our fifth in a row since joining AIM and a year that has been a step change in the size, profitability and maturity of the Group.
Originally a niche software play, Tracsis has now developed a diverse range of complementary software, hardware and services, all of which are focused on delivering demonstrable performance improvements to our transport clients whether that be in reducing direct cost, improving service delivery and compliance, or increasing overall network performance.
The Group works with almost all of the leading passenger transport companies within the UK such as Arriva, First Group, Go-Ahead, National Express, Stagecoach, and Virgin. Given these credentials we now stand on the cusp of breaking into overseas markets with several key projects having been delivered in the past 12 months across Northern Europe and Australasia. Our successes have led to Tracsis now employing close to 50 full time staff and over 200 contractors working across three UK offices.
Moreover, looking at pure financial metrics, in less than five years we have grown revenues from less than £1m at IPO to £8.7m this year whilst generating £3.3m Adjusted EBITDA*. This is a business that has delivered during some spectacularly tough times none more so than in the current year.
* Earnings before finance income, tax, depreciation, amortisation, exceptional items and share-based payment charges
Business overview
Tracsis is a provider, developer and consolidator of resource optimisation software, consultancy services and technology for companies in the passenger transport industries. We operate mainly in the UK but are increasingly expanding our horizons to overseas markets.
Tracsis’ market offering can be broadly categorised into three distinct revenue streams at present;
1. Application software: Tracsis has developed various products to optimise resources (including staff scheduling & rostering, and rolling stock scheduling), capture data, manage the collated information and report and communicate performance.
2. Professional services: Tracsis offers operational and performance planning consultancy and modelling / simulation along with passenger demand analysis & surveying; and
3. Condition monitoring and data logging equipment that includes embedded software for the management and maintenance of infrastructure.
These products and services have a common theme in assisting transport operators run a more efficient and productive service. This is achieved through the optimisation of resource allocation, both people and vehicles, coupled with tools that assist with strategic and operational planning issues and decision making. Given the increasing importance of passenger transport markets within the UK and abroad, the Directors believe these to be growth markets and that there will be sustained demand for the Group’s products and services in years to come.
In June of 2011, we acquired MPEC Technology Limited (MPEC), our fourth acquisition to date. The 2010/11 results only included two months of trading for MPEC, but the acquisition was part of the Group for a full year in 2011/12, and the contribution to the Group has been very significant.
Arkivum
Parkwalk closes Arkivum investment for the UK Tech Fund III
Arkivum has developed a safe and simple process to manage data security and safety. The company has developed ‘best practice’ for the long term preservation of digital data.
The process has the highest integrity to ensure information remains in bit-perfect condition all the time.
Tracsis
Commences Scandinavian trial
Tracsis plc has started trialling a new system in Scandinavia as it looks to develop new markets.
The system, which monitors railway engineering assets, is based on data logging technology, which is produced by the Tracsis subsidiary MPEC Technology and is already used in the UK.
This technology can be used within rolling stock equipment such as train engines and carriages, said Tracsis.
John McArthur, chief executive, said: “I am delighted to see our proven technology making headway into new territories – both geographically and industry wise. We believe that there is a significant opportunity for us to replicate the success we have had in the UK elsewhere and look forward to developing new markets going forward.”
The trial is taking place in partnership with an existing client and marks the possibility of Tracsis “entering a new market within the broader transport technology space”, said the company.
Last month, the Leeds-based firm announced its third profit upgrade this year.
For more information please contact:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
Tracsis
Further positive trading update
Tracsis, a developer, supplier and aggregator of resource optimisation, data capture and reporting technologies to the transport industries, confirms that based on unaudited management accounts to the end of period 9 (for the year ended 31 July 2012), the directors consider it likely that the Company will exceed current market expectations and a further trading update will be provided as soon as more complete information is available.
For more information please contact:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
| Katy Mitchell, WH Ireland Limited | Tel: 0113 394 6618 |
Tracsis
Very strong performance
Highlights:
· Increase in revenue to £3.66m (H1 2011: £1.24m), reflecting very strong trading performance across the Group
· Adjusted EBITDA* increased to £1.26m (H1 2011: £180k), with Profit Before Tax of £1.13m (H1 2011: £127k)
· Basic Earnings per Share increased to 3.47p (H1 2011: 0.47p)
· Healthy balance sheet maintained. Cash at bank now stands at £5.95m and the business remains debt free. The Group generated £1.26m of cash in the six month period
· Strong visibility on H2 order book resulting in management expectation that full year outturn will exceed current market expectations
· Due to strength of trading and general outlook going forwards the Company announces payment of an interim dividend of 0.2p per share. This maiden dividend signals the adoption of a progressive dividend policy.
· The Group continues to appraise new acquisition opportunities as part of the Company’s broader strategy to consolidate/aggregate complimentary businesses within the optimisation and data capture/reporting field.
John McArthur, Chief Executive Officer, commented:
“These interim results reflect the Group’s continued growth and maturity as a diversified technology company with both revenues and profits increasing significantly against the same period last year. The contribution made by MPEC Technology Limited has been a significant boost and we believe their success demonstrates increasing strength and depth with our market offering. Trading across the rest of the Group has remained strong and Tracsis continues to boast a healthy balance sheet. We remain excited about further growth opportunities, both organic and by way of acquisition.
As a result of recent trading, profitability and general outlook, Tracsis will initiate the start of a progressive dividend policy which our Board believe is sensible and sustainable. This policy endorses our success achieved to date and also our strong belief in the future growth of the business.”
Tracsis
Results beat heightened expectations
7 November 2011
Tracsis plc (“Tracsis” or the “Company” and with its subsidiaries the “Group”) (AIM: TRCS), a leading developer and aggregator of resource optimisation software, remote condition monitoring technology, and consultancy services to passenger transport industries, is pleased to announce its audited final results for the year ended 31 July 2011.
Highlights:
•Record revenues – revenue increased to £4,083k (2010: £2,647k) due to a combination of 14% organic growth, and £1,068k in respect of the acquisition of MPEC Technology Limited. Overall revenue growth of 54% achieved in the year
•Record profits – adjusted EBITDA* increased to £1,242k (2010: £701k) – an increase of 77%. Profit before tax increased to £1,115k (2010: £584k) – an increase of 91% – representing strong contributions from both the continuing business and acquired operations
•Strong balance sheet maintained, with cash balances at 31 July 2011 of £4.7m (2010: £2.5m), representing the share placing that took place in the year, and also significant cash generation in spite of significant outflows for the acquisition. The business remains debt free
•Acquisition of MPEC Technology Limited completed – the fourth acquisition in four years – its contribution to the enlarged Group has been immediate and significant
•Oversubscribed Share Placing successfully completed – £1.95m raised to broaden the shareholder base and provide a platform for further growth
* Earnings before finance income, tax, depreciation, amortisation, exceptional items and share-based payment charges
John McArthur, Chief Executive Officer, commented:
“Tracsis has performed extremely well in the year, achieving record levels of organic revenues and profits, and the contribution of MPEC Technology Limited (“MPEC”) has also been significant. The MPEC acquisition is Tracsis’s fourth in four years and represents a slight diversification into embedded software, but I believe it still sits well underneath the Tracsis transport umbrella. The Company’s balance sheet remains debt free and strong, with significant levels of cash in the bank as a result of continued growth and also a successful share placing. Looking ahead, whilst we are cautious about the challenging economic climate, we are excited by the prospects for the enlarged Group and are targeting further growth going forwards.”
Tracsis
Further upbeat Trading Statement
Tracsis, a leading provider of operational planning software and consultancy services to the rail industry, is pleased to announce that as a consequence of the recent acquisition of MPEC Technology Limited (“MPEC”) together with buoyant trading in the final quarter, the enlarged group should deliver full year revenues and profits that are ahead of expectations for the year ending 31 July 2011, incorporating approximately £450,000 of revenue from MPEC since completion of the acquisition on 1 June 2011.
In addition, the directors are confident of the trading prospects in the next financial year ending 31 July 2012 with the current forward sales pipeline and order book, including new orders for MPEC, being valued in excess of £2.2m with the expectation of significant further orders being placed.
Tracsis
Parkwalk closes Tracsis investment for the UK Tech Fund II
Tracsis is a developer, supplier and aggregator of resource optimisation, data capture, and reporting technologies to the transport industry.
Tracsis provides a number of complementary services to its core software offering, including the highly acclaimed RWA Rail consultancy.
