| [February 13, 2012] |
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Kofax Announces Results for the Quarter and Six Months Ended December 31, 2011
IRVINE, Calif. --(Business Wire)--
Kofax plc (LSE: KFX), a leading provider of capture enabled business
process management (BPM) solutions, today announced its results for the
quarter and six months ended December 31, 2011.
Financial Results:
-
Total revenues for the quarter grew 3.7% to $70.0 million (Prior Year:
$67.5 million) or -0.3% in organic constant currency (OCC), and for
the six months 5.2% to $128.5 million (Prior Year: $122.2 million) or
0.2% in OCC
-
Profit for the quarter decreased 31.2% to $3.8 million (Prior Year:
$5.5 million), and for the six months 40.6% to $6.5 million (Prior
Year: $11.0 million)
-
Adjusted EBITA for the quarter increased 2.4% to $14.8 million (Prior
Year: $14.5 million) or a 21.2% margin (Prior Year: 21.5%), and for
the six months declined 18.4% to $19.4 million (Prior Year: $23.8
million), or a 15.1% margin (Prior Year: 19.5%)
-
Adjusted Diluted EPS for the quarter increased 11.9% to $0.11 (Prior
Year: $0.10), and for the six months decreased 15.4% to $0.15 (Prior
Year: $0.18)
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Cash generated from operations for the six months was $0.7 million
(Prior Year: $17.2 million)
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Quarter end cash was $62.3 million (Prior Year: $69.0 million)
Operating Highlights:
-
For the quarter closed four sales > $500,000, up from three in the
prior year, and one > $1 million, up from none in the prior year, and
for the six months closed nine sales > $500,000, up from six in the
prior year, and two > $1 million, up from one in the prior year
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Acquired Singularity, a leading provider of business process
management (BPM) software and dynamic case management solutions, in
line with Kofax's stated acquisition strategy and significantly
expanding the Company's addressable market
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Entered into an OEM agreement with and invested in Mobiflex, creating
the basis for a long term strategic partnership and the recently
announced Kofax Mobile Capture software product
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Launched Kofax Solution for Mortgage Processing, a packaged
application which streamlines business processes for mortgage lenders
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Kofax Capture was named "Content Management Software Product of the
Year" at the prestigious 2011 DM Awards
Subsequent to the end of the quarter the Company launched two new
software products:
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Kofax Mobile Capture, a patent pending solution that extends capture
enabled BPM capabilities to smartphones and tablet computers
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Kofax DotImage Enterprise Edition, which enables internet browser
based, portal applications with document scanning, viewing, annotating
and processing capabilities
A summary of Kofax's revenues and EBITA for the quarter and six months
ended December 31, 2011 is as follows:
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Quarter
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Six Months
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Y/Y
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In
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Y/Y
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In
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$M
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Change
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OCC
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$M
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Change
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OCC
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Applications Software
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26.0
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-6.7
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%
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-8.9
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%
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43.9
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-7.0
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%
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-10.3
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%
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OEM / POS Software
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7.3
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7.8
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%
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-3.5
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%
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13.6
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7.2
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%
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-4.6
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%
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Software Licenses
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33.3
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-3.9
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%
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-7.8
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%
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57.5
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-4.0
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%
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-9.1
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%
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Maintenance Services
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29.4
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12.5
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%
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10.3
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%
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57.1
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14.7
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%
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10.0
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%
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Professional Services
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7.3
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8.8
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%
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-2.5
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%
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13.9
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11.1
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%
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6.0
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%
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Total Revenues
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70.0
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3.7
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%
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-0.3
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%
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128.5
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5.2
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%
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0.2
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%
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Adjusted EBITA
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14.8
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2.4
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%
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19.4
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-18.4
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%
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EBITA Margin
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21.2
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%
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-1.3
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%
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15.1
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%
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-22.4
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%
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Commenting on these results, Reynolds C. Bish, Chief Executive Officer,
said: "Our results are consistent with the revised expectations
communicated in our IMS dated November 3, 2011. In light of this and
both the exceptional prior year results creating difficult comparisons
and the challenges we're facing in much of Western Europe, we're
generally pleased with our overall performance and strategic progress.
Revenue growth in the Americas and Asia Pacific during the quarter and
six months was solid but offset by poor performance in EMEA due to
deteriorating economic conditions throughout much of that region. We
were able to grow our Adjusted EBITA during the quarter as a result of
tight expense controls and the previously announced restructuring of our
EMEA sales and service organization. Atalasoft produced strong results
during the quarter and six months as did Singularity during December,
with both performing better than expected, and the integration of
Singularity is proceeding as planned."
Bish continued: "While our pipeline of opportunities has continued to
grow and management and the Board remain confident in our business, we
do not expect economic conditions in EMEA to improve in the near future.
As a result, for fiscal year 2012 we continue to expect low single digit
total revenue growth in U.S. dollars on a constant currency basis, high
single digit total revenue growth on an as reported basis - including
acquisitions to date and assuming current exchange rates - and an
Adjusted EBITA of at least the $40.2 million reported in fiscal year
2011."
For a definition of Adjusted EBITA and Adjusted Diluted EPS please refer
to Kofax's most recent Annual Report, which is available on the investor
relations section of the Company's website.
Webcast
The Company will present and review these results with financial
analysts and conduct a question and answer session in the London offices
of FTI Consulting today at 8:15 am GMT. The webcast can be accessed
using the following telephone numbers and access codes:
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Live Call
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Access Code
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U.K.
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+44 (0) 20 7136 2051
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3437276
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U.S.
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1-646-254-3361
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3437276
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A digital replay as well as the presentation itself will be available in
the investor relations section of the Company's website by 1:00 pm GMT
today.
About Kofax
Kofax plc (LSE: KFX) is a leading provider of capture enabled business
process management (BPM) solutions. For 25 years, Kofax has provided
award winning solutions that manage the capture and streamline the flow
of business critical information throughout an organization in a more
accurate, timely and cost effective manner. These solutions provide a
rapid return on investment to thousands of customers in banking,
insurance, government, business process outsourcing and other markets.
Kofax delivers these solutions through its own sales and service
organizations, and a global network of more than 800 authorized partners
in more than 70 countries throughout the Americas, EMEA and Asia
Pacific. For more information, visit www.kofax.com.
"Kofax" is a registered trademark in the US, the EU and other
regions. All other trademarks and registered trademarks are the property
of their respective owners.
Chief Executive Officer's Review
Financial Results
Our results are consistent with the revised expectations communicated in
our IMS dated November 3, 2011. In light of this and both the
exceptional prior year results creating difficult comparisons and the
challenges we're facing in much of Western Europe, we're generally
pleased with our overall performance and strategic progress.
Total revenues for the quarter grew 3.7% to $70.0 million or -0.3% in
organic constant currency (OCC), and for the six months 5.2% to $128.5
million or 0.2% in OCC. This was driven by continuing growth in
maintenance and professional services revenues as well as growth in OEM
/ POS software license revenues, which benefited from strong results in
our Atalasoft business. We experienced solid growth in the Americas and
Asia Pacific during the quarter and six months but this was offset by
poor performance in EMEA due to deteriorating economic conditions
throughout much of the Western European region.
Profit for the quarter decreased 31.2% to $3.8 million and for the six
months 40.6% to $6.5 million.
Adjusted EBITA(1) increased 2.4% to $14.8 million or a 21.2%
margin, and for the six months declined 18.4% to $19.4 million or a
15.1% margin. We were able to grow our Adjusted EBITA during the quarter
as a result of tight expense controls and the previously announced
restructuring of our EMEA sales and service organization.
Adjusted Diluted EPS increased 11.9% to $0.11, and for the six months
decreased 15.4% to $0.15.
Cash generated from operations during the six months was $0.7 million,
which was negatively affected by increased working capital needs but we
expect this to return to normal patterns during the second half of this
fiscal year. Quarter end cash was $62.3 million, down from $92.5 million
at September 30, 2011 principally due to the acquisition of Singularity.
Operating Highlights
During the quarter and six months we continued to close more six and
seven figure sales. For the quarter we closed four sales greater than
$500,000, up from three in the prior year, and one greater than $1
million, up from none in the prior year. For the six months we closed
nine sales greater than $500,000, up from six, and two greater than $1
million, up from one.
Two of the more notable events during the quarter and six months were
the acquisition of Singularity and our entering into an OEM agreement
with and investing in Mobiflex.
In early December 2011 we acquired Singularity, a leading provider of
business process management (BPM) software and dynamic case management
solutions. This will better serve the needs of our customers by allowing
them to use our software products to automate both the capture processes
needed to enter content into enterprise applications and repositories as
well as the downstream knowledge worker processes needed to effectively
utilize that information, thereby automating all of their critical
business processes and providing a lower total cost of ownership and
faster return on investment.
This was a highly strategic acquisition and should allow us to realize
numerous important benefits. First, it approximately doubles our
addressable market. Our core capture market is expected to grow from
$2.2 billion in 2010 to $3.9 billion in 2015(2) at a 12%
compound annual growth rate (CAGR). The BPM market is
forecasted to grow from $2.2 billion in 2010 to $3.7 billion in 2015 at
a 12% CAGR(3). This market expansion, coupled with Kofax's
existing direct and indirect sales channels and global reach, will
significantly increase and accelerate our revenue growth opportunities.
In addition, the combined Kofax and Singularity software products will
provide a single capture enabled BPM platform, and we will be the first
company to offer such a uniquely differentiated software product in both
the capture and BPM markets. This should allow us to maintain our
leadership position in the capture market, establish a leadership
position in the BPM market and add to our sustainable competitive
advantage. Finally, this platform will be fully deployable "on premise"
or via private clouds under a traditional perpetual license model and
via a public cloud under a hosted Software-as-a-Service (SaaS)
subscription model. This should allow us to better serve a broader array
of customer buying preferences and over time create more predictable
revenue streams.
The Singularity businesses produced strong results during December and
performed better than expected, and the integration of its business is
proceeding as planned.
Also in early December 2011 we entered into an OEM agreement with and
invested in Mobiflex, a development stage company whose ViziAppsTM
mobile platform enables the cost effective creation, publication and
management of applications for smart phones and tablet computers. This
was the result of a joint development effort that began in early 2011
and provides Kofax with the basic software tools and infrastructure
needed to develop, market and deploy mobile capture applications. These
will allow customers to utilize smart phones and tablet computers as
"point of origination" gateways into Kofax solutions as more thoroughly
described below.
Our investments in research and development have continued to improve
and add to our existing software product offerings in order to better
serve the needs of our customers and help grow our revenues. During the
quarter we successfully launched Kofax Solution for Mortgage Processing,
a packaged application which streamlines business processes for mortgage
lenders, and subsequent to the end of the quarter we launched two
additional new software products:
-
Kofax Mobile Capture, a patent pending solution that uses Mobiflex
technology, our VRS software, the de facto standard for image
enhancement and perfection in document scanning applications, and a
cloud based service hosted on Microsoft Azure, to extend capture
enabled BPM capabilities to smartphones and tablet computers. It
enables customers to use iPhones, iPads, Android phones / tablet
computers and cameras in those devices to capture images of documents,
photographs, audio, video and data and then pass that content to Kofax
workflows that manage it into enterprise applications and
repositories. A recent report entitled "A Study of the Mobile Capture
Market in the United States" published by Harvey Spencer Associates, a
leading industry analyst firm, states that the market for mobile
capture software is expected to grow from its nascent origins today to
more than $1.3 billion by 2015, thus demonstrating the potential for
this exciting new software product.
-
Kofax DotImage Enterprise Edition, which enables internet browser
based, portal applications with document scanning, viewing, annotating
and processing capabilities that is fully integrated with Kofax's
enterprise capture platform. It allows customers to extend Kofax
capture solutions beyond firewalls to the "point of origination" via
line of business applications accessible over the web.
These new software products exemplify how we have prudently reallocated
our research and development expenditures to better focus on the
important and rapidly growing ad hoc content capture segment in order to
expand our vision well beyond the traditional capture market and access
additional growth opportunities.
We were also pleased to receive continuing recognition for our software
products, with Kofax Capture being named "Content Management Software
Product of the Year" at the prestigious 2011 DM Awards.
Outlook
While our pipeline of opportunities has continued to grow and management
and the Board remain confident in our business, we do not expect
economic conditions in EMEA to improve in the near future. As a result,
for fiscal year 2012 we continue to expect low single digit total
revenue growth in U.S. dollars on a constant currency basis, high single
digit total revenue growth on an as reported basis - including
acquisitions to date and assuming current exchange rates - and an
Adjusted EBITA of at least the $40.2 million reported in fiscal year
2011.
Thank You
As always, our performance is the direct result of the dedication and
hard work of our valued employees, indirect channel partners and
suppliers, and the continued support of our customers and shareholders.
I would like to once again use this opportunity to sincerely thank all
of these stakeholders for their on-going contributions to our success.
Reynolds C. Bish Chief Executive Officer February
13, 2012
(1) For a definition of Adjusted EBITA please refer to
Kofax's most recent Annual Report, which is available on the investor
relations section of the Company's website. (2) Harvey
Spencer Associates, October 2011, "Worldwide Market for Document Capture
Software: Update of 2010 - 2015 Market Analysis" (3) Gartner,
April 2011, "Market Trends: BPM Technology Market is Wider Than BPM
Suites," Teresa Jones and Laurie F. Wurster
Chief Financial Officer's Review
Revenues
Total revenues increased $6.3 million, or 5.2%, to $128.5 million for
the six months ended December 31, 2011. Much of the growth was derived
from solid growth in maintenance and services revenue and revenue
generated from our acquisitions of Singularity and Atalasoft. Excluding
growth from beneficial currency exchange rate movements and acquisitions
we had 0.2% "organic constant currency" growth. We define organic
constant currency as the performance of our business excluding recent
acquisitions and currency exchange rate movements in order to allow for
more comparable period to period results. Therefore, for purposes of
measuring our organic constant currency performance for the three and
six month periods, we have excluded the entire results of Singularity,
which we acquired in December 2011, and Atalasoft, which we acquired in
May 2011, as well as currency exchange rate movements since June 30,
2011.
Our mix of revenues between license, maintenance and professional
services changed due to strong growth in maintenance and professional
services revenues in the first half of fiscal year 2012 and strong
license sales in the first half of fiscal year 2011. Our license revenue
declined by 4.0%, decreasing to 44.8% of total revenues for the six
months compared to 49.0% in the prior period, while our maintenance
revenue grew 14.7%, increasing to 44.4% of total revenues compared to
40.7% in the comparable period. Professional services grew 11.1%,
increasing to 10.8% of total revenues from 10.3%.
Our revenue by geography in dollars and as a percentage of total
revenues follows.
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($ millions)
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Revenue by Geography
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As a % of Total Revenue
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1H FY12
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1H FY11
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% Growth
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1H FY12
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1H FY11
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Americas
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$
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70.7
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$
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62.9
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12.3
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%
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55.0
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%
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51.5
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%
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EMEA
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48.9
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52.0
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(5.9
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%)
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38.1
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%
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42.5
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%
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AP
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8.9
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7.3
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21.8
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%
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6.9
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%
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6.0
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%
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Total
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$
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128.5
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$
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122.2
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5.2
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%
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100.0
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%
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100.0
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%
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The Americas experienced strong growth in maintenance and professional
services and more moderate license growth. EMEA declined in nominal
revenue and as a percentage of total revenue due to weak macroeconomic
conditions throughout much of the region with declines in license and
professional services. Asia Pacific (AP) had strong growth in license
and maintenance.
License revenue primarily consists of
perpetual licenses to use our software. The following table shows
license revenue in dollars and as a percentage of total revenue:
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License Revenue ($ millions)
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|
Three Months Ended December 31
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Six Months Ended December 31
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2010
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2011
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Dollar Change
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Percent Change
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2010
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2011
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Dollar Change
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Percent Change
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$
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34.6
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$
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33.3
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$
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(1.3
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)
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(3.9
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)%
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$
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59.9
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$
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57.5
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$
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(2.4
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)
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(4.0
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)%
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51.3
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%
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47.6
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%
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49.0
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%
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44.8
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%
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License revenue declined $2.4 million, or 4.0%, to $57.5 million in the
six month period due to a 17.9% decline in EMEA offset by a 3.2%
increase in the Americas and a 27.4% increase in AP.
Maintenance revenue primarily consists of
technical support and software maintenance services. The following table
shows maintenance revenue in dollars and as a percentage of total
revenue:
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Maintenance Revenue ($ millions)
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|
Three Months Ended December 31
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|
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Six Months Ended December 31
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|
|
2010
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|
|
|
2011
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|
|
Dollar Change
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Percent Change
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2010
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2011
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Dollar Change
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Percent Change
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|
$
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26.2
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|
$
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29.4
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|
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$
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3.2
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12.5
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%
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$
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49.7
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$
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57.1
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|
$
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7.4
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|
14.7
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%
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|
|
38.8
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%
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|
|
41.6
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%
|
|
|
|
|
|
|
|
40.7
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%
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|
|
44.4
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%
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|
|
|
|
|
|
|
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Maintenance revenue increased $7.4 million or 14.7% to $57.1 million in
the six month period. Maintenance revenue grew across all geographies
ranging from 4.1% in EMEA to 23.2% in Americas which benefited slightly
from the acquisition of Atalasoft and 31.6% in AP where we re-enrolled
several customers who had not been current on their maintenance.
Professional Services revenue primarily
consists of application development and training services. The following
table shows professional services revenue in dollars and as a percentage
of total revenue:
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Professional Services Revenue ($ millions)
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|
Three Months Ended December 31
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|
|
Six Months Ended December 31
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
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|
Percent Change
|
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
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|
Percent Change
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|
$
|
6.7
|
|
|
$
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7.3
|
|
|
$
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0.6
|
|
8.8
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%
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|
|
$
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12.5
|
|
|
$
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13.9
|
|
|
$
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1.4
|
|
11.1
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%
|
|
|
9.9
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%
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|
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10.8
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%
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|
|
|
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10.3
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%
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10.8
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%
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Professional services revenue increased $1.4 million or 11.1% to $13.9
million in the six month period as a result of our customers' continued
demand for our application development and training services as well as
those from Singularity. Professional Services revenue grew 22.0% in the
Americas and 3.9% in EMEA partially due to our acquisition of
Singularity but declined 10.5% in AP.
Gross Profit
Gross profit consists of total revenue less material, fulfilment,
manufacturing and operations costs, maintenance and professional
services costs, and third party royalty expenses. The following table
shows gross profit in dollars and as a percentage of total revenue
(gross margin):
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Gross Profit ($ millions)
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|
Three Months Ended December 31
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|
|
Six Months Ended December 31
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|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
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|
Percent Change
|
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
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|
Percent Change
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|
$
|
54.8
|
|
|
$
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56.8
|
|
|
$
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2.0
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3.6
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%
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|
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$
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97.5
|
|
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$
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103.1
|
|
|
$
|
5.6
|
|
5.7
|
%
|
|
|
81.2
|
%
|
|
|
81.1
|
%
|
|
|
|
|
|
|
|
79.8
|
%
|
|
|
80.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the first half of fiscal year 2012, our gross profit improved
$5.6 million, or 5.7%, to $103.1 million primarily due to growth in high
margin maintenance revenue.
Operating Expenses
Research & Development ("R&D") expenses
primarily consist of personnel costs relating to engineering staff
including contractors or consultants and associated overheads. The
following table shows R&D expenses, in dollars and as a percentage of
total revenue:
|
R&D Expenses ($ millions)
|
|
Three Months Ended December 31
|
|
|
Six Months Ended December 31
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
$
|
7.8
|
|
|
$
|
8.2
|
|
|
$
|
0.4
|
|
4.6
|
%
|
|
|
$
|
15.0
|
|
|
$
|
16.3
|
|
|
$
|
1.3
|
|
8.8
|
%
|
|
|
11.6
|
%
|
|
|
11.7
|
%
|
|
|
|
|
|
|
|
12.3
|
%
|
|
|
12.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses increased $1.3 million or 8.8% to
$16.3 million in the six month period as we continued to invest in our
market leading, legacy software products via additional development
staff in lower cost countries which led to reduced costs offset by the
addition of development staff from the acquisitions of Singularity and
Atalasoft. These efforts have allowed us to increase the number of
personnel devoted to research and development.
Sales and Marketing expenses primarily
consist of personnel costs, demand generation and other costs of sales
and marketing programs and associated overhead expenses. The following
table shows sales and marketing expenses, in dollars and as a percentage
of total revenue:
|
Sales and Marketing Expenses ($ millions)
|
|
Three Months Ended December 31
|
|
|
Six Months Ended December 31
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
$
|
23.7
|
|
|
$
|
23.8
|
|
|
$
|
0.1
|
|
0.2
|
%
|
|
|
$
|
42.8
|
|
|
$
|
47.8
|
|
|
$
|
5.0
|
|
11.7
|
%
|
|
|
35.2
|
%
|
|
|
34.0
|
%
|
|
|
|
|
|
|
|
35.0
|
%
|
|
|
37.2
|
%
|
|
|
|
|
Sales and marketing expenses increased $5.0 million, or 11.7%, to $47.8
million in the six month period due to continuing investment in our
direct sales team and augmenting our support of the indirect sales
channel. In addition, we have expanded our marketing programs around
certain of our product lines and in certain geographical regions.
General & Administrative ("G&A") expenses
primarily consist of personnel costs for finance, accounting, human
resources, information technology and facilities staff, audit and legal
fees, and other costs and overhead expenses for our administrative
functions. The following table shows G&A expenses, in dollars and as a
percentage of total revenue:
|
General & Administrative Expenses ($ millions)
|
|
Three Months Ended December 31
|
|
|
Six Months Ended December 31
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
|
|
2010
|
|
|
|
2011
|
|
|
Dollar Change
|
|
Percent Change
|
|
$
|
8.8
|
|
|
$
|
10.0
|
|
|
$
|
1.2
|
|
14.2
|
%
|
|
|
$
|
15.9
|
|
|
$
|
19.6
|
|
|
$
|
3.7
|
|
22.7
|
%
|
|
|
13.0
|
%
|
|
|
14.3
|
%
|
|
|
|
|
|
|
|
13.0
|
%
|
|
|
15.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G&A expenses increased $3.7 million, or 22.7%, to $19.6 million in the
six month period. The increase is due to costs from acquired companies
and internal costs as we transition following the disposal of our
hardware business in May 2011. We continue to invest in the necessary
infrastructure and hire experienced personnel to support a growing
diverse global business while also taking steps to optimize these
functions and reduce the related expenses.
Acquisition and other transaction related costs
include the costs of third party service providers such as attorneys,
accountants and advisors in connection with our acquisition related
activities and preliminary U.S. listing work. These costs relate to
longer term strategic activities, and do not have a direct bearing on
current core business operations. We have presented these expenses on a
separate line to enable readers of our financial statements to better
understand our core operating results and to provide a basis for more
meaningful comparisons with other global software companies.
Acquisition related compensation costs
include that portion of contingent consideration associated with
acquisitions, "earnouts" which are treated as compensation and the
retention and incentive payments made to employees during the transition
of the acquired company into Kofax.
Amortization of acquired intangible assets
increased $0.2 million to $1.9 million in the six month period due to
approximately one month of amortization relating to our December 2011
acquisition of Singularity and six months of amortization associated
with our May 2011 acquisition of Atalasoft.
Restructuring costs increased $2.2 million
to $4.8 million in the six month period comprised of $4.4 million
related to the restructuring announced on November 3, 2011, and $0.4
million for office closures in EMEA.
Share-based payment expense for the first
half of fiscal year 2012 increased $0.5 million, or 30.9%, to $2.2
million due to share-based awards issued in fiscal year 2011.
Finance income / (expense) consists
primarily of foreign exchange gains or losses and interest income and
expense. Finance income increased $3.0 million to $3.8 million due to
increased exchange gains. Exchange gains or losses fluctuate depending
on the movement of exchange rates relative to our assets and liabilities
in various geographies including unrealized gains/losses on intercompany
balances.
Tax expense decreased $3.2 million or 42.7%
to $4.4 million for the first half of fiscal year 2012 due to a decrease
in taxable profit and reflecting a tax rate on adjusted operating profit
of 31.8%, as compared to 36.3% in the first half of fiscal year 2011.
Discontinued operations consist of residual
costs such as attorney and disposal fees associated with the hardware
business divested in fiscal year 2011.
Statement of Financial Position
Our financial condition remains strong. Due largely to the net payment
of $28.4 million for the acquisition of Singularity in early December,
we exited the six months ended December 31, 2012 with $62.3 million of
cash on hand, down from $98.3 million at June 30, 2011 and working
capital of $29.0 down from $52.4 million at June 30, 2011.
At December 31, 2011, there were no outstanding borrowings on our $40.0
million revolving line of credit facility with Bank of America Merrill
Lynch.
During the first half of fiscal year 2012 we continued our only forward
currency exchange rate contract arrangement, which locks in the exchange
rate on 6 million Euros of proceeds still to be received from the sale
of our hardware business.
Cash Flow
Operating activities generated $0.7 million of cash during the first
half of fiscal year 2012, as compared to generating $17.2 million in the
first half of fiscal year 2011. The decrease was largely because in
first half of fiscal year 2012 there was a decline of $7.9 million in
profit before taxes, we consumed an additional $5.0 million in working
capital and we made $2.3 million in additional tax and restructuring
payments. We expect cash generated from operations to return to normal
patterns during the second half of this fiscal year.
Investing activities used $31.0 million in the first half of fiscal year
2012, primarily due to the acquisition of Singularity.
Financing activities used $0.3 million in the first half of fiscal 2012
compared to $7.0 million in the prior year when we made the deferred
payment for the acquisition of 170 Systems.
The majority of our cash is held in U.S. dollars and Euros, and to a
lesser extent in Pounds Sterling. We had a $5.3 million decrease in cash
due to currency exchange rate changes in the first half of fiscal year
2012 as compared to a $4.9 million increase in cash in the first half of
fiscal year 2011.
Reconciliation of Non-IFRS Measures
While IFRS disclosure provides investors and management with an overall
view of the Company's financial performance, Kofax believes that it is
important for investors to also understand the performance of the
company's fundamental business without giving effect to certain
specific, nonrecurring and / or non-cash charges.
Management and the Board utilize certain non-IFRS financial information
to compare our results of operations to comparable periods in prior
years and against our budget. In particular, we review the Adjusted
EBITA in terms of dollars and as a percentage of total revenues.
Adjusted EBITA is IFRS operating profit adjusted to add back acquisition
and other transaction related costs, acquisition related compensation
costs, amortization of acquired intangible assets, restructuring costs,
share-based payment expense, and other income and expense. In the first
half of fiscal year 2012, Adjusted EBITA was $19.4 million, or 15.1% of
total revenue, and in the first half of fiscal year 2011 adjusted EBITA
was $23.8 million, or 19.5% of revenue.
We believe that this non-IFRS financial measure facilitates more
meaningful period-to-period comparisons of Kofax's operating performance
and provides investors with additional information to evaluate our
results. We also present this non-IFRS measure because we use it
internally as a benchmark to evaluate our operating performance,
including actual to budget results, growth in EPS, and to compare our
performance to that of our competitors.
Going Concern
Our financial statements have been prepared on the basis that the
company is a going concern. In connection with this presentation, the
Board has reviewed the company's forecasts and budgets, borrowing
facilities, plans and various other analyses to determine the level of
uncertainties of the business. The use of the going concern basis of
accounting is
appropriate because there are no material uncertainties relating to
events or conditions that may cast significant doubt about the ability
of the company to continue as a going concern.
J. R. "Jamie" Arnold, Jr. Chief Financial Officer February
13, 2012
|
|
|
Unaudited Condensed Consolidated Interim Income Statement
|
|
|
|
$000s
|
Note
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010 restated*
|
|
Year to June 30, 2011**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
57,518
|
|
|
59,924
|
|
|
117,233
|
|
|
Maintenance
|
|
|
57,061
|
|
|
49,749
|
|
|
101,191
|
|
|
Professional services
|
|
|
13,941
|
|
|
12,548
|
|
|
25,518
|
|
|
Total revenue
|
3
|
|
128,520
|
|
|
122,221
|
|
|
243,942
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
(25,425
|
)
|
|
(24,703
|
)
|
|
(50,014
|
)
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
103,095
|
|
|
97,518
|
|
|
193,928
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
(16,339
|
)
|
|
(15,013
|
)
|
|
(31,494
|
)
|
|
Sales and marketing
|
|
|
(47,813
|
)
|
|
(42,797
|
)
|
|
(90,299
|
)
|
|
General and administrative
|
|
|
(19,509
|
)
|
|
(15,896
|
)
|
|
(31,985
|
)
|
|
Expenses
|
4
|
|
(83,661
|
)
|
|
(73,706
|
)
|
|
(153,778
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit before***
|
|
|
19,434
|
|
|
23,812
|
|
|
40,150
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and other transaction-related costs
|
|
|
(2,343
|
)
|
|
-
|
|
|
(2,523
|
)
|
|
Acquisition related compensation costs
|
|
|
(396
|
)
|
|
-
|
|
|
-
|
|
|
Amortization of acquired intangible assets
|
|
|
(1,905
|
)
|
|
(1,657
|
)
|
|
(3,213
|
)
|
|
Restructuring costs
|
7
|
|
(4,776
|
)
|
|
(2,560
|
)
|
|
(3,182
|
)
|
|
Share based payment expense
|
|
|
(2,179
|
)
|
|
(1,664
|
)
|
|
(3,733
|
)
|
|
Other income and expenses, net
|
|
|
170
|
|
|
120
|
|
|
251
|
|
|
Operating profit
|
4
|
|
8,005
|
|
|
18,051
|
|
|
27,750
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
3,807
|
|
|
780
|
|
|
298
|
|
|
Finance expense
|
|
|
(299
|
)
|
|
(353
|
)
|
|
(2,035
|
)
|
|
Profit before tax from continuing operations
|
|
|
11,513
|
|
|
18,478
|
|
|
26,013
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense
|
5
|
|
(4,358
|
)
|
|
(7,607
|
)
|
|
(8,741
|
)
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
Profit/ (loss) after tax for the period from discontinued operations
|
|
|
(639
|
)
|
|
100
|
|
|
(10,188
|
)
|
|
|
|
|
|
|
|
|
|
|
Profit for the period attributable to equity holders of the parent
|
|
|
6,516
|
|
|
10,971
|
|
|
7,084
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
6
|
|
|
|
|
|
|
|
> basic
|
|
|
$0.08
|
|
|
$0.13
|
|
|
$0.09
|
|
|
> diluted
|
|
|
$0.07
|
|
|
$0.12
|
|
|
$0.08
|
|
|
> adjusted basic
|
|
|
$0.15
|
|
|
$0.20
|
|
|
$0.22
|
|
|
> adjusted diluted
|
|
|
$0.14
|
|
|
$0.18
|
|
|
$0.18
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations
|
|
|
|
|
|
|
|
|
> basic
|
|
|
$0.08
|
|
|
$0.13
|
|
|
$0.21
|
|
|
> diluted
|
|
|
$0.08
|
|
|
$0.12
|
|
|
$0.20
|
|
|
> adjusted basic
|
|
|
$0.16
|
|
|
$0.19
|
|
|
$0.33
|
|
|
> adjusted diluted
|
|
|
$0.15
|
|
|
$0.18
|
|
|
$0.31
|
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
June 30, 2011 information is extracted from the audited Consolidated
Financial Statements from June 30, 2011.
|
|
***
|
|
Adjusted operating profit is a key performance indicator used by the
Group to help in assessing the Group's underlying performance.
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of
Comprehensive Income
|
|
|
|
$000s
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010 restated*
|
|
Year to June 30, 2011**
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
6,516
|
|
|
10,971
|
|
|
7,084
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/ (loss)
|
|
|
|
|
|
|
|
Exchange income/(losses) arising on translation of foreign operations
|
|
(11,121
|
)
|
|
5,491
|
|
|
12,082
|
|
|
CTA recycling
|
|
-
|
|
|
-
|
|
|
(496
|
)
|
|
Actuarial gains on defined benefit pension plans
|
|
-
|
|
|
220
|
|
|
822
|
|
|
Income tax effects on components of other comprehensive income
|
|
69
|
|
|
(165
|
)
|
|
(409
|
)
|
|
Other comprehensive income/(losses) for the period, net of tax
|
|
(11,052
|
)
|
|
5,546
|
|
|
11,999
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/ (loss) for the period, net of tax,
attributable to equity holders of the parent
|
|
(4,536
|
)
|
|
16,517
|
|
|
19,083
|
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
June 30, 2011 information is extracted from the audited Consolidated
Financial Statements from June 30, 2011.
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of Financial
Position
|
|
|
|
$000s
|
Note
|
|
At Dec 31, 2011
|
At Dec 31, 2010 restated*
|
At June 30, 2011**
|
|
Non-current assets
|
|
|
|
|
|
|
Intangible assets
|
|
|
183,422
|
|
150,014
|
|
158,151
|
|
|
Property, plant and equipment
|
|
|
5,828
|
|
7,662
|
|
6,900
|
|
|
Deferred tax assets
|
|
|
10,715
|
|
5,876
|
|
13,372
|
|
|
Other non-current assets
|
|
|
8,423
|
|
2,630
|
|
7,881
|
|
|
Total non-current assets
|
|
|
208,388
|
|
166,182
|
|
186,304
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
|
2,121
|
|
907
|
|
2,133
|
|
|
Trade and other receivables
|
|
|
79,580
|
|
66,742
|
|
67,473
|
|
|
Investments-current
|
|
|
254
|
|
162
|
|
250
|
|
|
Current tax assets
|
|
|
5,715
|
|
9,007
|
|
4,888
|
|
|
Cash and cash-equivalents
|
|
|
62,344
|
|
68,971
|
|
98,274
|
|
|
Total current assets
|
|
|
150,014
|
|
145,789
|
|
173,018
|
|
|
|
|
|
|
|
|
|
Assets classified as held for sale
|
10
|
|
414
|
|
57,315
|
|
-
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
358,816
|
|
369,286
|
|
359,322
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
|
37,487
|
|
37,262
|
|
45,069
|
|
|
Deferred income - current
|
|
|
54,273
|
|
46,420
|
|
55,806
|
|
|
Other financial liabilities
|
|
|
3
|
|
476
|
|
491
|
|
|
Current tax liabilities
|
|
|
18,118
|
|
19,738
|
|
13,547
|
|
|
Provisions - current
|
7
|
|
11,098
|
|
4,636
|
|
5,691
|
|
|
Total current liabilities
|
|
|
120,979
|
|
108,532
|
|
120,604
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Other payables
|
|
|
-
|
|
-
|
|
279
|
|
|
Employee benefits
|
|
|
2,634
|
|
3,101
|
|
2,958
|
|
|
Deferred income - non-current
|
|
|
5,813
|
|
4,345
|
|
3,496
|
|
|
Deferred tax liabilities
|
|
|
17,172
|
|
10,290
|
|
14,911
|
|
|
Provision - non-current
|
7
|
|
3,847
|
|
477
|
|
3,394
|
|
|
Total non-current liabilities
|
|
|
29,466
|
|
18,213
|
|
25,038
|
|
|
|
|
|
|
|
|
|
Liabilities directly associated with the assets classified as
held for sale
|
|
|
-
|
|
42,095
|
|
-
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
150,445
|
|
168,840
|
|
145,642
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
|
208,371
|
|
200,446
|
|
213,680
|
|
|
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
|
Share capital
|
|
|
4,246
|
|
4,179
|
|
4,240
|
|
|
Share premium account
|
|
|
11,706
|
|
7,478
|
|
11,538
|
|
|
ESOP shares
|
|
|
(14,518
|
)
|
(14,518
|
)
|
(14,518
|
)
|
|
Treasury shares
|
|
|
(15,980
|
)
|
(15,980
|
)
|
(15,980
|
)
|
|
Merger reserve
|
|
|
2,835
|
|
2,835
|
|
2,835
|
|
|
Retained earnings
|
|
|
203,548
|
|
194,717
|
|
197,979
|
|
|
Currency translation adjustment
|
|
|
16,534
|
|
21,735
|
|
27,586
|
|
|
Shareholders' equity
|
|
|
208,371
|
|
200,446
|
|
213,680
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
208,371
|
|
200,446
|
|
213,680
|
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
June 30, 2011 information is extracted from the audited Consolidated
Financial Statements from June 30, 2011.
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of Changes
in Equity
|
|
|
|
$000s
|
|
Share capital
|
|
Share premium account
|
|
ESOP shares
|
|
Treasury shares
|
|
Merger reserve
|
|
Retained earnings
|
|
Currency translation adjustment
|
|
Total equity
|
|
Group at July 1, 2010*
|
|
4,152
|
|
5,519
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
181,891
|
|
|
16,409
|
|
|
180,308
|
|
|
Profit for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
10,971
|
|
|
-
|
|
|
10,971
|
|
|
Other comprehensive income, net of tax
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
220
|
|
|
5,326
|
|
|
5,546
|
|
|
Total comprehensive income for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
11,191
|
|
|
5,326
|
|
|
16,517
|
|
|
Share-based payment charge
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
1,635
|
|
|
-
|
|
|
1,635
|
|
|
New share capital issued
|
|
27
|
|
1,959
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
1,986
|
|
|
Group at Dec 31, 2010*
|
|
4,179
|
|
7,478
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
194,717
|
|
|
21,735
|
|
|
200,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group at Jan 1, 2011
|
|
4,179
|
|
7,478
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
194,717
|
|
|
21,735
|
|
|
200,446
|
|
|
Profit for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
(3,887
|
)
|
|
-
|
|
|
(3,887
|
)
|
|
Other comprehensive income, net of tax and before FX recycling
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
602
|
|
|
5,851
|
|
|
6,453
|
|
|
Total comprehensive income for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
(3,285
|
)
|
|
5,851
|
|
|
2,566
|
|
|
Tax on equity awards
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
4,427
|
|
|
-
|
|
|
4,427
|
|
|
Share based payment charge
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
2,120
|
|
|
-
|
|
|
2,120
|
|
|
New share capital issued
|
|
61
|
|
4,060
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
4,121
|
|
|
Group at June 30, 2011**
|
|
4,240
|
|
11,538
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
197,979
|
|
|
27,586
|
|
|
213,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group at July 1, 2011
|
|
4,240
|
|
11,538
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
197,979
|
|
|
27,586
|
|
|
213,680
|
|
|
Profit for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
6,516
|
|
|
-
|
|
|
6,516
|
|
|
Other comprehensive income, net of tax
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
(11,052
|
)
|
|
(11,052
|
)
|
|
Total comprehensive income for the period
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
6,516
|
|
|
(11,052
|
)
|
|
(4,536
|
)
|
|
Tax on equity awards
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
(3,111
|
)
|
|
-
|
|
|
(3,111
|
)
|
|
Share based payment charge
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
2,164
|
|
|
-
|
|
|
2,164
|
|
|
New share capital issued
|
|
6
|
|
168
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
174
|
|
|
Group at Dec 31, 2011
|
|
4,246
|
|
11,706
|
|
(14,518
|
)
|
|
(15,980
|
)
|
|
2,835
|
|
203,548
|
|
|
16,534
|
|
|
208,371
|
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
June 30, 2011 information is extracted from the audited Consolidated
Financial Statements from June 30, 2011.
|
|
|
|
Unaudited Condensed Consolidated Interim Cash Flow Statement
|
|
|
|
$000s
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010 restated*
|
|
Year to June 30, 2011**
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Profit before tax from continuing operations
|
|
11,513
|
|
|
18,478
|
|
|
26,013
|
|
|
Profit/ (loss) before tax from discontinued operations
|
|
(639
|
)
|
|
248
|
|
|
(10,428
|
)
|
|
Profit before tax
|
|
10,874
|
|
|
18,726
|
|
|
15,585
|
|
|
Finance income
|
|
(3,807
|
)
|
|
(780
|
)
|
|
(298
|
)
|
|
Finance expense
|
|
299
|
|
|
353
|
|
|
2,035
|
|
|
Depreciation and amortization
|
|
5,091
|
|
|
4,992
|
|
|
9,682
|
|
|
Impairment related to disposal
|
|
-
|
|
|
603
|
|
|
603
|
|
|
Share based payment expense
|
|
2,179
|
|
|
1,657
|
|
|
3,837
|
|
|
Movement in provisions
|
|
3,803
|
|
|
2,173
|
|
|
2,297
|
|
|
Loss on disposal of discontinued operations
|
|
-
|
|
|
-
|
|
|
9,108
|
|
|
Movement in working capital
|
|
(16,476
|
)
|
|
(11,499
|
)
|
|
(8,093
|
)
|
|
Cash generated from operations before restructuring
|
|
1,963
|
|
|
16,225
|
|
|
34,756
|
|
|
Payments under restructuring - personnel
|
|
(991
|
)
|
|
(857
|
)
|
|
(1,792
|
)
|
|
Cash generated from operations
|
|
972
|
|
|
15,368
|
|
|
32,964
|
|
|
Income tax refunded (paid)
|
|
(284
|
)
|
|
1,849
|
|
|
2,616
|
|
|
Net cash inflow from operating activities
|
|
688
|
|
|
17,217
|
|
|
35,580
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment, licences and similar
rights
|
|
(1,512
|
)
|
|
(1,729
|
)
|
|
(3,185
|
)
|
|
Disposal of property, plant and equipment, licences and similar
rights
|
|
41
|
|
|
21
|
|
|
59
|
|
|
Acquisition of subsidiaries, net of cash acquired
|
|
(29,018
|
)
|
|
-
|
|
|
(4,608
|
)
|
|
Purchase of investment loan
|
|
(502
|
)
|
|
-
|
|
|
-
|
|
|
Net inflow from sale of discontinued operations
|
|
-
|
|
|
-
|
|
|
8,853
|
|
|
Interest received
|
|
28
|
|
|
136
|
|
|
139
|
|
|
Net cash inflow/ (outflow) from investing activities
|
|
(30,963
|
)
|
|
(1,572
|
)
|
|
1,258
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Issue of share capital
|
|
174
|
|
|
1,986
|
|
|
6,107
|
|
|
Decrease in long term borrowings
|
|
(279
|
)
|
|
(9,000
|
)
|
|
(8,721
|
)
|
|
Interest paid
|
|
(206
|
)
|
|
(31
|
)
|
|
(292
|
)
|
|
Net cash outflow from financing activities
|
|
(311
|
)
|
|
(7,045
|
)
|
|
(2,906
|
)
|
|
Net (decrease)/ increase in cash and cash-equivalents in the
period
|
|
(30,586
|
)
|
|
8,600
|
|
|
33,932
|
|
|
Cash and cash-equivalents at start of the period
|
|
98,271
|
|
|
55,018
|
|
|
55,018
|
|
|
Exchange rate effects
|
|
(5,345
|
)
|
|
4,877
|
|
|
9,321
|
|
|
Cash and cash-equivalents at the end of the period
|
|
62,340
|
|
|
68,495
|
|
|
98,271
|
|
|
Cash and cash-equivalents consists of:
|
|
|
|
|
|
|
|
Cash and cash-equivalents
|
|
62,344
|
|
|
68,971
|
|
|
98,274
|
|
|
Overdrafts
|
|
(4
|
)
|
|
(476
|
)
|
|
(3
|
)
|
|
|
|
62,340
|
|
|
68,495
|
|
|
98,271
|
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
June 30, 2011 information is extracted from the audited Consolidated
Financial Statements from June 30, 2011.
|
|
|
|
|
Notes to the Unaudited Condensed Consolidated Interim Financial
Statements
NOTE 1 - ACCOUNTING POLICIES
1.1 BASIS OF PREPARATION
The unaudited Condensed Consolidated Interim Financial Statements for
the six months ended December 31, 2011 have been prepared in accordance
with IAS 34, "Interim Financial Reporting" and the Disclosure and
Transparency Rules of the Financial Services Authority.
The Condensed Consolidated Interim Financial Statements do not include
all information and disclosures as required in the annual financial
statements, and should be read in conjunction with the Group's
Consolidated Annual Financial Statements for the year ended June 30,
2011.
The financial information contained in these Condensed Consolidated
Interim Financial Statements do not comprise statutory financial
statements within the meaning of section 435 of the UK Companies Act
2006. The Consolidated Annual Financial Statements for the year ended
June 30, 2011, from which information has been extracted, were prepared
under IFRS and have been delivered to the Registrar of Companies. The
report of the auditors was unqualified and did not contain a statement
under section 498 of the UK Companies Act 2006.
The Condensed Consolidated Interim Financial Statements were approved by
the Board of Directors on February 9, 2012.
1.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted in preparation of the Condensed
Consolidated Interim Financial Statements are consistent with those
followed in preparation of the Consolidated Annual Financial Statements
for the year ended June 30, 2011.
The adoption of the standards/ interpretations that have become
effective for year 2012 have already been outlined in detail in the
Consolidated Annual Financial Statements for the year ended June 30,
2011 and were not considered to have a significant impact on these
Condensed Consolidated Interim Financial Statements.
1.3 PRIOR YEAR RESTATEMENTS
The Condensed Consolidated Interim Financial Statements include the
effects of the restatements for the year ended June 30, 2010 recorded in
the Consolidated Annual Financial Statements for the year ended June 30,
2011. This includes a restatement to increase Maintenance Revenues by
$552,000 and the offsetting decrease in Deferred Income - Current for
the 6 months ended December 31, 2010. Additionally, this includes a
restatement to increase Cost of Sales by $200,000 and the offsetting
decrease in Inventories for the 6 months ended December 31, 2010. See
Note 3 to the Group's Consolidated Annual Financial Statements for the
year ended June 30, 2011 for additional information.
NOTE 2 - ACQUISITION
On December 5, 2011, Kofax acquired 100% of the shares of Singularity
Limited (Singularity), a company incorporated in Northern Ireland, which
is a leading provider of business process management (BPM) software and
case management solutions. Singularity has historically conducted the
majority of its operations in the United Kingdom, and has subsidiaries
that include a substantial operating presence in India. The acquisition
of Singularity will allow customers to manage information as it flows
through their organizations, expanding Kofax's reach beyond capture into
the BPM market. The acquisition agreements and all related amounts
payable are denominated in pounds sterling, and the disclosures that
follow are based on the actual exchange rate to U.S. dollars at the date
of acquisition; actual future payments, as expressed in U.S. dollars,
may vary depending on the movement of foreign exchange rates.
The Group has prepared the preliminary fair value adjustments to the
identifiable assets and liabilities of Singularity and its subsidiaries,
at the acquisition date, as set out below:
|
|
|
$000s
|
|
Carrying Value
|
|
Adjustments
|
|
Fair Value
|
|
Non-current assets
|
|
|
|
|
|
|
|
Property, plant & equipment
|
|
325
|
|
-
|
|
|
325
|
|
Technology - intangible
|
|
364
|
|
7,648
|
|
|
8,012
|
|
Customer relationship - intangible
|
|
-
|
|
2,987
|
|
|
2,987
|
|
Trade name - intangible
|
|
-
|
|
538
|
|
|
538
|
|
Total non-current assets
|
|
689
|
|
11,173
|
|
|
11,862
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash-equivalents
|
|
12,527
|
|
-
|
|
|
12,527
|
|
Trade and other receivables
|
|
3,734
|
|
-
|
|
|
3,734
|
|
Total current assets
|
|
16,261
|
|
-
|
|
|
16,261
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
16,950
|
|
11,173
|
|
|
28,123
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
|
1,599
|
|
-
|
|
|
1,599
|
|
Deferred income - current
|
|
2,137
|
|
(1,534
|
)
|
|
603
|
|
Deferred tax liabilities - current
|
|
33
|
|
842
|
|
|
875
|
|
Total current liabilities
|
|
3,769
|
|
(692
|
)
|
|
3,077
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Deferred income - non-current
|
|
144
|
|
(104
|
)
|
|
40
|
|
Deferred tax liabilities - non-current
|
|
-
|
|
2,360
|
|
|
2,360
|
|
Total non-current liabilities
|
|
144
|
|
2,256
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
3,913
|
|
1,564
|
|
|
5,477
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
13,037
|
|
9,609
|
|
|
22,646
|
|
|
|
|
|
$000s
|
|
|
|
Consideration paid in cash
|
|
40,981
|
|
Contingent consideration, at net present value
|
|
3,219
|
|
Total consideration
|
|
44,200
|
|
|
|
|
|
Goodwill arising from acquisition
|
|
21,554
|
|
|
|
|
The fair value of the trade receivables amounts to $3.0 million. None of
the trade receivables have been impaired, and it is expected that the
full contractual amount can be collected.
The goodwill of $21.6 million comprises the value of expected synergies
arising from the acquisition and workforce, which is not separately
recognized. None of the goodwill is expected to be deductible for tax
purposes.
From the date of acquisition to December 31, 2011, Singularity has
contributed $1.3 million of revenue, adjusted EBITA of $0.2 million and
a pre-tax net loss of $0.3 million. If the combination had taken place
at the beginning of the fiscal year, revenue from Singularity's
continuing operations for the six month period would have been
approximately $7.6 million, and the contribution to net income would
have been approximately $0.2 million, which would have resulted in total
revenue of $134.8 million and net income of $7.0 million.
The consideration payable relating to the shares includes contingent
payments that are based on two factors. First, $3.4 million of the
purchase price was withheld in escrow relating to representations and
warranties made by the sellers, including those related to the level of
cash and certain other net assets acquired. To the extent it is
determined to be payable, the escrow will be paid on the one year
anniversary of the closing. The Group estimates that the remaining $2.9
million of the $3.4 million will be paid, and has included the $2.9
million, in the contingent consideration. The $2.9 million, at its
discounted current value, is classified as a component of Provisions -
current in the accompanying Condensed Consolidated Interim Statement of
Financial Position.
Additionally, contingent consideration includes "earnout" payments based
on the continuing employment of certain continuing employees of
Singularity and its subsidiaries and license revenue arising from
Singularity's BPM products during calendar year 2012 and 2013. The range
of earnout payments is between nothing and $14.5 million. Management has
assessed a number of scenarios and based on those scenarios we have
estimated for financial accounting purposes that $8.9 million of the
earnout will be paid. Under the provisions of IFRS3, "Business
Combinations," management has determined that $8.3 million of the
earnout should be treated as compensation expense for financial
accounting purposes, and will be charged to Acquisition related
compensation costs ratably from the date of acquisition through December
31, 2013. During the period from acquisition to December 31, 2011, $0.3
million of the $8.3 million was amortized to expense. The remaining $0.6
million, discounted to net present value, is included as a component of
the purchase price consideration. The $0.6 million, at its discounted
current value, is classified as a component of Provisions - long-term in
the accompanying Condensed Consolidated Interim Statement of Financial
Position. As actual BPM license revenue for calendar year 2012 and 2013
is generated and revised estimates of BPM license revenue through
December 31, 2013 are made, the total amount payable will be reassessed.
Any resulting adjustments to the amounts payable will be charged to
acquisition related compensation costs. Payment of the earnout will be
made shortly after the end of each of calendar year 2012 and 2013. Based
on the current estimates, $4.2 million and $4.7 million will be payable
after the end of calendar 2012 and 2013, respectively.
In addition to the consideration described above, a retention and
incentive bonus arrangement has been implemented for certain continuing
employees of Singularity and its subsidiaries. Under the retention and
incentive bonus structure, total payments ranging from nothing to $4.7
million may be paid. The incentive bonus has been structured to mirror
the earnout payments described above. Based on current estimates of BPM
license revenue, it is estimated for financial accounting purposes that
$2.9 million of the incentive bonus will become payable. During the
period from acquisition to December 31, 2011, $0.1 million of the $2.9
million was expensed to Acquisition related compensation costs. As
actual BPM license revenue is generated and revised estimates of BPM
license revenue through December 31, 2013 are made, the re-evaluation of
the total amount payable will be made and any difference from the
original estimates will be charged or credited to Acquisition related
compensation costs. Payment of the retention and incentive bonus will be
made shortly after the end of each of calendar year 2012 and 2013. Based
on the current estimates, $1.3 million and $1.6 million will be payable
after the end of calendar year 2012 and 2013, respectively.
As of December 31, 2011, compensation related earnout payments and
retention and incentive bonuses have been accrued and recorded in
Acquisition related compensation costs in the income statement. Had
these costs been allocated on a functional basis they would have been
accrued and recorded as shown below.
|
$000s
|
|
Cost of sales
|
|
Research and development
|
|
Sales and marketing
|
|
General and administrative
|
|
Total
|
|
Earnout
|
|
158
|
|
65
|
|
65
|
|
8
|
|
296
|
|
Retention and Incentive bonus
|
|
40
|
|
25
|
|
32
|
|
3
|
|
100
|
|
Total
|
|
198
|
|
90
|
|
97
|
|
11
|
|
396
|
|
|
|
Analysis of cash flows on acquisition:
|
|
|
|
$000s
|
|
Consideration paid at the time of the closing
|
|
40,981
|
|
|
Less: cash acquired
|
|
(12,527
|
)
|
|
Net outflow of cash relating to the acquisition
|
|
28,454
|
|
|
|
|
|
|
NOTE 3 - OPERATING SEGMENTS
Following the disposal of the hardware business in 2011, Kofax operates
one business segment, the software business. The Group manages its
business based on the key measures for resource allocation, such as
revenue generation and EBITA. All products and services are considered
one solution to customers and are operated and analysed under one
statement of income. The following table presents the software business.
|
|
|
$000s
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010 restated*
|
|
Year to June 30, 2011
|
|
Revenue
|
|
128,520
|
|
122,221
|
|
243,942
|
|
Cost of sales
|
|
(25,425)
|
|
(24,703)
|
|
(50,014)
|
|
Gross profit
|
|
103,095
|
|
97,518
|
|
193,928
|
|
Depreciation and amortization
|
|
(3,186)
|
|
(2,062)
|
|
(4,127)
|
|
Adjusted operating profit**
|
|
19,434
|
|
23,812
|
|
40,150
|
|
Acquisition and other transaction-related costs
|
|
(2,343)
|
|
-
|
|
(2,523)
|
|
Acquisition related compensation costs
|
|
(396)
|
|
-
|
|
-
|
|
Amortization of acquired intangible assets
|
|
(1,905)
|
|
(1,657)
|
|
(3,213)
|
|
Restructuring costs
|
|
(4,776)
|
|
(2,560)
|
|
(3,182)
|
|
Share based payment expense
|
|
(2,179)
|
|
(1,664)
|
|
(3,733)
|
|
Other income and expenses, net
|
|
170
|
|
120
|
|
251
|
|
Finance income
|
|
3,807
|
|
780
|
|
298
|
|
Finance expense
|
|
(299)
|
|
(353)
|
|
(2,035)
|
|
Profit before tax from continuing operations
|
|
11,513
|
|
18,478
|
|
26,013
|
|
|
|
|
|
*
|
|
Refer to Note 1 for discussion on prior year restatements.
|
|
**
|
|
Adjusted operating profit is stated before adding back acquisition
and other transaction-related costs, acquisition related
compensation costs, amortization of acquired intangibles,
restructuring costs, share-based payment expense, finance
income/expense and other income/expenses. It is used by the Group as
a key performance indicator to help assess the underlying
performance of the business.
|
|
|
|
|
There are no reportable assets that meet the criteria under IFRS 8 to be
reported under the operating segments above.
Entity-wide Disclosures
The following revenue information is based on the location of the
customer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total software revenue $000s
|
|
America
|
|
UK
|
|
Germany
|
|
Rest of EMEA
|
|
Asia Pacific
|
|
Total
|
|
6 months to Dec 31, 2011
|
|
70,652
|
|
7,957
|
|
10,374
|
|
30,682
|
|
8,855
|
|
128,520
|
|
6 months to Dec 31, 2010
|
|
62,889
|
|
9,709
|
|
7,894
|
|
34,461
|
|
7,268
|
|
122,221
|
|
Year to June 30, 2011
|
|
128,321
|
|
17,927
|
|
17,148
|
|
62,325
|
|
18,221
|
|
243,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets for this purpose consist of intangible assets,
property, plant and equipment, investment in associates, other
non-current assets - excluding security deposits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets $000s
|
|
America
|
|
UK
|
|
Germany
|
|
Rest of EMEA
|
|
Asia Pacific
|
|
Total
|
|
At Dec 31, 2011
|
|
106,964
|
|
38,280
|
|
6,289
|
|
38,988
|
|
5,918
|
|
196,439
|
|
At Dec 31, 2010
|
|
100,112
|
|
5,595
|
|
6,794
|
|
39,621
|
|
5,665
|
|
157,787
|
|
At June 30, 2011
|
|
108,630
|
|
5,749
|
|
7,129
|
|
42,168
|
|
6,011
|
|
169,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 4 - PROFIT ON OPERATING ACTIVITIES BEFORE TAXATION
|
|
|
|
$000s
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010
|
|
Year to June 30, 2011
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before taxation is stated after
charging:
|
|
|
|
|
|
|
|
Total staff costs
|
|
57,845
|
|
50,889
|
|
105,781
|
|
Depreciation and amortization of property, plant, equipment
|
|
3,186
|
|
2,062
|
|
4,127
|
|
Amortization of acquired intangible assets
|
|
1,905
|
|
1,657
|
|
3,213
|
|
Restructuring costs
|
|
4,776
|
|
2,560
|
|
3,182
|
|
Acquisition and other transaction-related costs
|
|
2,343
|
|
-
|
|
2,523
|
|
Loss on disposal of property, plant and equipment
|
|
-
|
|
-
|
|
2
|
|
Auditors, remuneration
|
|
3,400
|
|
1,329
|
|
3,268
|
|
Operating lease expense - minimum lease payments
|
|
3,212
|
|
2,756
|
|
5,398
|
|
Other operating expenses
|
|
18,423
|
|
18,214
|
|
38,684
|
|
Total operating expenses
|
|
95,090
|
|
79,467
|
|
166,178
|
Restructuring costs consist of the Group's reorganization of the sales
and marketing and other functions as well as costs associated with the
closure of certain offices.
|
|
|
NOTE 5 - TAX EXPENSE
|
|
|
|
$000s
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010
|
|
Year to June 30, 2011
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
|
|
|
|
|
Income tax on profit for the period
|
|
4,810
|
|
|
7,940
|
|
|
8,569
|
|
|
Adjustment for over/ (under) provision in prior periods
|
|
424
|
|
|
(158
|
)
|
|
(660
|
)
|
|
|
|
|
|
|
|
|
|
Total current tax
|
|
5,234
|
|
|
7,782
|
|
|
7,909
|
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences
|
|
(833
|
)
|
|
(175
|
)
|
|
81
|
|
|
Adjustment for (under)/ over provision in prior periods
|
|
(43
|
)
|
|
-
|
|
|
751
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax
|
|
(876
|
)
|
|
(175
|
)
|
|
832
|
|
|
|
|
|
|
|
|
|
|
Total tax expense
|
|
4,358
|
|
|
7,607
|
|
|
8,741
|
|
NOTE 6 - EARNINGS PER SHARE
Basic earnings per share of $0.08 for the period ended December 31, 2011
(December 31, 2010: $0.13) for the continuing software business have
been calculated based on the profit attributable to equity holders of
$7.2 million (December 31, 2010: $10.9 million) for the continuing
software business using the weighted average number of ordinary shares
in issue totalling 84.7 million (December 31, 2010: 82.7 million) during
the period.
Adjusted basic earnings per share of $0.15 for the period ended December
31, 2011 (December 31, 2010: $0.19) for the continuing software business
are based on profit of $13.3 million (December 31, 2010: $15.4) million
for the continuing software business, being adjusted for the expenses as
stated below using the weighted average number of ordinary shares in
issue totalling 84.7 million (December 31, 2010: 82.7 million) during
the period. The Board considers adjusted basic EPS to better reflect the
underlying performance of the Group.
|
|
|
Reconciliation of adjusted profit
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010
|
|
6 months to Dec 31, 2010
|
|
Year to June 30, 2011
|
|
Year to June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS in $
|
|
$000s
|
|
EPS in $
|
|
$000s
|
|
EPS in $
|
|
$000s
|
|
Profit for the period attributable to the equity holders of the
parent
|
|
0.08
|
|
|
6,516
|
|
|
0.13
|
|
|
10,971
|
|
|
0.09
|
|
|
7,084
|
|
|
Earnings per share from discontinued operations
|
|
(0.00
|
)
|
|
(639
|
)
|
|
0.00
|
|
|
100
|
|
|
(0.12
|
)
|
|
(10,188
|
)
|
|
Earnings per share from continuing operations
|
|
0.08
|
|
|
7,155
|
|
|
0.13
|
|
|
10,871
|
|
|
0.21
|
|
|
17,272
|
|
|
Acquisition and other transaction-related costs
|
|
0.03
|
|
|
2,343
|
|
|
-
|
|
|
-
|
|
|
0.03
|
|
|
2,523
|
|
|
Acquisition related compensation costs
|
|
0.00
|
|
|
396
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Amortization of acquired intangible assets
|
|
0.02
|
|
|
1,905
|
|
|
0.02
|
|
|
1,657
|
|
|
0.04
|
|
|
3,213
|
|
|
Restructuring costs
|
|
0.06
|
|
|
4,776
|
|
|
0.03
|
|
|
2,560
|
|
|
0.04
|
|
|
3,182
|
|
|
Shared based payment expense
|
|
0.03
|
|
|
2,179
|
|
|
0.02
|
|
|
1,664
|
|
|
0.04
|
|
|
3,733
|
|
|
Net financial income, expense and other income
|
|
(0.04
|
)
|
|
(3,678
|
)
|
|
(0.00
|
)
|
|
(547
|
)
|
|
0.02
|
|
|
1,486
|
|
|
Tax effect of above
|
|
(0.02
|
)
|
|
(1,798
|
)
|
|
(0.01
|
)
|
|
(775
|
)
|
|
(0.05
|
)
|
|
(4,239
|
)
|
|
Adjusted profit for the period attributable to the equity holders
of the parent
|
|
0.16
|
|
|
13,278
|
|
|
0.19
|
|
|
15,430
|
|
|
0.33
|
|
|
27,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share of $0.08 for the period ended December 31,
2011 (December 31, 2010: $0.12) for the continuing software business
have been calculated based on the post tax profit attributable to equity
holders of the parent of $7.2 million (December 31, 2010: $10.9 million)
using 89.7 million (December 31, 2010: 88.2 million) ordinary shares,
the difference to the basic calculation representing the additional
shares that would be issued on the conversion of all the dilutive
potential ordinary shares.
Adjusted, diluted earnings per share of $0.15 for the period ended
December 31, 2011 (December 31, 2010: $0.18) have been calculated based
on profit of $13.3 million (December 31, 2010: $15.4 million) for the
continuing software business, being adjusted for the operating expenses
as stated above using 89.7 million (December 31, 2010: 88.2 million)
ordinary shares.
|
|
|
|
|
|
|
|
|
Reconciliation of the denominator for EPS
|
|
6 months to Dec 31, 2011
|
|
6 months to Dec 31, 2010
|
|
Year to June 30, 2011
|
|
millions of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares (excluding ESOP and
Treasury shares)
|
|
84.7
|
|
82.7
|
|
82.5
|
|
Dilutive impact of share options
|
|
2.6
|
|
3.9
|
|
3.2
|
|
Dilutive impact on LTIPs
|
|
2.4
|
|
1.6
|
|
2.0
|
|
Total diluted shares
|
|
89.7
|
|
88.2
|
|
87.7
|
|
|
|
|
|
|
|
|
|
NOTE 7 - PROVISIONS
|
|
|
|
$000s
|
|
Restructuring
|
|
Onerous lease
|
|
Contingent consideration
|
|
Others
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At July 1, 2010 (audited)
|
|
2,270
|
|
|
620
|
|
|
150
|
|
|
251
|
|
|
3,291
|
|
|
Arising during the year
|
|
693
|
|
|
1,921
|
|
|
-
|
|
|
99
|
|
|
2,713
|
|
|
Reversed against income statement
|
|
(31
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(31
|
)
|
|
Utilized
|
|
(660
|
)
|
|
(435
|
)
|
|
-
|
|
|
(74
|
)
|
|
(1,169
|
)
|
|
Exchange differences
|
|
203
|
|
|
85
|
|
|
-
|
|
|
21
|
|
|
309
|
|
|
At Dec 31, 2010 (unaudited)
|
|
2,475
|
|
|
2,191
|
|
|
150
|
|
|
297
|
|
|
5,113
|
|
|
Arising during the year
|
|
287
|
|
|
454
|
|
|
4,698
|
|
|
161
|
|
|
5,600
|
|
|
Reversed against income statement
|
|
(28
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(28
|
)
|
|
Utilized
|
|
(1,132
|
)
|
|
(605
|
)
|
|
(130
|
)
|
|
(17
|
)
|
|
(1,884
|
)
|
|
Exchange differences
|
|
147
|
|
|
99
|
|
|
26
|
|
|
12
|
|
|
284
|
|
|
At June 30, 2011 (audited)
|
|
1,749
|
|
|
2,139
|
|
|
4,744
|
|
|
453
|
|
|
9,085
|
|
|
Arising during the year
|
|
3,944
|
|
|
1,361
|
|
|
3,603
|
|
|
826
|
|
|
9,734
|
|
|
Reversed against income statement
|
|
(135
|
)
|
|
(909
|
)
|
|
-
|
|
|
(119
|
)
|
|
(1,163
|
)
|
|
Utilized
|
|
(991
|
)
|
|
(721
|
)
|
|
(834
|
)
|
|
254
|
|
|
(2,292
|
)
|
|
Exchange differences
|
|
(345
|
)
|
|
(215
|
)
|
|
184
|
|
|
(43
|
)
|
|
(419
|
)
|
|
At Dec 31, 2011 (unaudited)
|
|
4,222
|
|
|
1,655
|
|
|
7,697
|
|
|
1,371
|
|
|
14,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 8 - RELATED PARTY TRANSACTIONS
Directors' interests in share options and LTIPs
Directors who are also executive officers of the Group held 895,000 LTIP
shares as of December 31, 2011, of which 50,000 LTIP shares were granted
during the period ended December 31, 2011. For the remaining LTIPs,
based upon performance criteria and other factors, shares become subject
to release three years after their issuance. Market prices of the shares
were between 146 pence and 300 pence at the grant dates.
Directors who are also executive officers of the Group held 1,950,000
share options as of December 31, 2010, and no options were granted
during the period nor did any share options lapse during the period. The
exercise periods are between calendar years 2011 and 2020 with exercise
prices of the shares between 146 pence and 240 pence.
NOTE 9 - CONTINGENT LIABILITIES
There were no material pending or threatened lawsuits against the Group.
NOTE 10 - EVENTS AFTER THE BALANCE SHEET DATE
Following the balance sheet date, the Group entered into a preliminary
contract to sell its Perugia, Italy property and buildings for $660,000,
which had a net book value of $414,000 at December 31, 2011. The sale is
expected to close by to June 30, 2012.
Responsibility Statement of the Executive Directors with Respect to the
Interim Financial Statements
We confirm that to the best of our knowledge:
The condensed set of financial statements has been prepared in
accordance with IAS 34, "Interim Financial Reporting" as adopted by the
EU;
The interim management report includes a fair review of the information
required by:
a) DTR 4.2.7 R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six
months of the financial year and their impact on the condensed set of
financial statements and a description of the principal risks and
uncertainties for the remaining six months of the year; and
b) DTR 4.2.8 R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period and any changes
in the related party transactions described in the last annual report
that could do so.
|
Reynolds C. Bish
|
|
|
|
|
|
J. R. "Jamie" Arnold, Jr.
|
|
Chief Executive Officer
|
|
|
|
|
|
Chief Financial Officer
|
|
February 13, 2012
|
|
|
|
|
|
February 13, 2012
|

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