Trakm8 Holdings PLC
REPORT AND FINANCIAL STATEMENTS
for the year ended 31 March 2012
Trakm8 Holdings PLC
Company Number 05452547
2
Company Number 05452547
Trakm8 Holdings PLC
Contents
2
3
4
5
9
14
15
17
8
9
20
21
45
46
Officers and Advisers
Highlights
Chairman’s Statement
CEO’s Statement
Directors’ Report
Statement of Directors’ Responsibilities
Independent Auditors’ Report to the members of Trakm8 Holdings PLC
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
Parent Company Balance Sheet
Notes to the Parent Company Financial Statements
Trakm8 Holdings PLC
Company Number 05452547
OFFICERS AND ADVISERS
AUDITOR
Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton
TA1 2UH
NOMAD and BROKER
finnCap Limited
60 New Broad Street
London
EC2M 1JJ
FINANCIAL PUBLIC RELATIONS
MHP Communications
60 Great Portland Street
London
W1W 7RT
DIRECTORS
C D Buck
M Cowley
T Cowley
J Hedges
J Watkins
P Wilson
SECRETARY
J Hedges
REGISTERED OFFICE
Lydden House
Wincombe Business Park
Shaftesbury
Dorset
SP7 9QJ
BANKERS
HSBC Bank plc
HSBC House
Mitchell Way
Southampton
SO18 2XU
2
Company Number 05452547
Trakm8 Holdings PLC
HIGHLIGHTS
Revenue
Gross profi t
Gross profi t margin %
Other income
Operati ng profi t
EBITDA (Earnings before interest, tax, depreciati on & amorti sati on)
Adjusted EBITDA (excluding Government grants)
Profi t before taxati on
Cash and cash equivalents
Net assets
•
•
•
•
•
•
Revenues up 25%
Adjusted EBITDA (excluding Government grants) up £120K
Growth in annualised recurring revenues to £1,956K (2011: £1,500K)
Robust fi nancial positi on with good cash balances
T8 Mini and Driver feedback devices launched
Contract win since year end with Motorola Soluti ons
Year ended
31 March 2012
Year ended
31 March 2011
£000’s
5,215
3,326
63.7%
5
88
359
354
84
1,087
2,380
£000’s
4,186
2,787
66.6%
362
329
593
234
323
1,119
2,236
Trakm8 Holdings PLC
Company Number 05452547
3
CHAIRMAN’S STATEMENT
I am pleased to report that the results for the Group have continued to progress well and in line with market
expectations. Revenues have increased by 25% to £5,215,565 (2011: £4,186,264) and we have realised a profit
before tax of £83,884 (2011: £323,133). Excluding the Government funding of R&D our operating profits have
improved by £114,355 over the previous year. Our adjusted EBITDA (excluding government grants) was £354,297
and this is a better guide to Trakm8’s underlying performance.
Trakm8 has successfully introduced a number of new products and software solutions that have been well
received by the market. Our recurring revenues continue to grow, which provides good visibility of our earnings.
Despite the working capital requirement of the considerable growth and the pre-product launch build of inventory,
the cash balances remain strong at £1,087,474. This robust financial position means that we can continue to invest
to keep our products at the forefront of their markets and it gives our customers confidence that we are a well
established business.
The prospects for the Group continue to be positive. Trakm8 has achieved progressive gross profit expansion over
the period, supported by the increased value-added nature of the Group’s activities. The Group has also seen a
positive impact on revenue streams from the service offering, which now accounts for a significant proportion of
Group revenues.
The market is growing and the Trakm8 solutions are increasingly capable. The Board is therefore confident that the
Group will continue to grow revenues and the Trakm8 Swift installed base. I am pleased to report that the new
financial year has started ahead of the same period last year and we have a good pipeline of sales prospects.
Dawson Buck
Chairman
4
Company Number 05452547
Trakm8 Holdings PLC
CEO’S STATEMENT
I am pleased with the progress outlined in the Chairman’s statement. Trakm8 has enjoyed a significant
improvement in sales of units and complete solutions, which has resulted in strong growth in revenues.
Telematics revenues £2,226,230 (2011: £1,394,998)
Trakm8 supplies other Telematics Service Providers with hardware solutions. In most cases this also includes our
market leading configuration firmware for the hardware unit. These sales have been the core of Trakm8 revenue
over the past 10 years and in excess of 150,000 have been supplied. During the year unit sales increased by 30%
following contract wins in the UK and the Middle East.
In the UK we have launched two in vehicle display devices that feed back to the driver vehicle performance
and driver behaviour data. Over 6,000 of these devices were supplied during the year. Trakm8 has also launched
a derivative of the A1091 telematics unit that was acquired from Vincotech in 2010. The new T8 Mini device
combines a compact, waterproof design with exceptionally low power consumption. The T8, which is fitted
onboard vehicles, can access a vast amount of data through the CANbus (Controller Area Network bus). This
has recently been put into production and almost 2,000 units have already been supplied of the two variants.
In addition, a range of tags for driver ID and temperature measurement have also been introduced.
Since the year end we announced in June 2012 a major contract win with Motorola Solutions for 2,300 T8
telematics units to be used in South America. New firmware has been developed to allow data to be transmitted
over private mobile radio networks providing a telematics solution in areas of poor or no GSM coverage.
Trakm8 Holdings PLC
Company Number 05452547
5
CEO’S STATEMENT (continued)
Trakm8 swift revenues £2,776,872 (2011: £2,553,876)
Trakm8 supplies customers with a fully integrated telematics service provision via Trakm8 Swift, an internet based
service which is flexible, low cost and easy to use. Customers include the Automobile Association (“AA”), EO.N and
Jewsons. This solution is also provided through a partner in South Africa. In total nearly 30,000 units are now
using Swift, a net increase of 20% in the past twelve months. We now have five customers with over 1,000
vehicles operating Trakm8 Swift solutions.
This has increased our base of recurring monthly revenues, which provides the improved security and predictability
to future income. By the end of the financial year under review, the monthly recurring revenue had increased by
30% on the previous year. This also amounted to 70% of our operational costs up from 62% at the end of the
previous year.
During the past 12 months we have developed a number of variants of Swift. These include EcoN, which combines
the Driver feedback device with server side analysis to improve the fuel economy of the vehicle. A security product,
primarily for asset management, has also been launched with positive feedback.
The server side solutions have had extensive development so that management reports are easier to use and can
provide the higher levels of data now available from the driver feedback devices, the telematics unit and the CANbus
connectivity. It is this provision and management use of the data available that enables vehicle operators to achieve
significant reductions in fuel use. Trakm8’s knowledge of the vehicle electronic systems continues to be market
leading following continuous development. Trakm8 has notified in previous statements that it is committed to
owning the Intellectual Property throughout the value chain and the extensions of the server side applications
continues this trend. The Trakm8 Swift product range is the core value enhancing segment of the Group. Hosting
multiple applications on a single unit broadens its potential addressable markets including insurance, environmental
services, Government and general consultancy.
6
Company Number 05452547
Trakm8 Holdings PLC
CEO’S STATEMENT (continued)
Professional services revenues £212,463 (2011: £237,390)
Trakm8 undertakes bespoke software development for customers. The customer specific application engineering
has been a major feature of the product development team as larger customers have demanded their particular
requirements. This has also helped improve the core products.
These engineering projects provide profitable consultancy activities in themselves, helping to integrate the
customer with Trakm8 solutions, and provide on-going support and maintenance revenues. Whilst this activity
remains a small percentage of the Group revenues it is considered a key skill and value added capability.
We have recently renamed our subsidiary PJSoft to Trakm8 sro and this year they moved into new offices in Prague.
This development team is an important element of the enhancement of our systems and the Professional Services
revenues.
Government grants £5,039 (2011: £361,542)
The two Government funded projects, the Trusted Road Usage & Emissions Profiling Project and the Future
Intelligent Transport Systems - Project Freeflow Initiative, were successfully completed early last year. We have
been very pleased with the outcomes and much of the development work has been incorporated into our core
products. Trakm8’s leading roles in government-sponsored projects ensures the Group is well positioned to
capitalise on the regulatory and legislative drivers impacting the field of telematics.
It is pleasing to see that we have realised a profit before tax excluding any Government Grant income and the table
below demonstrates how important these projects have been to the continued development of our products.
Trakm8 Holdings PLC
Company Number 05452547
7
CEO’S STATEMENT (continued)
Outlook
The Group is confident that revenues will continue to improve over the next twelve months with results in line with
market expectations. Trakm8 solutions are expected to increase market penetration both in the large fleet market
and the SME space. The installed base for Trakm8 Swift and its’ consequent recurring revenues are expected to
continue to increase.
Hardware only solutions are expected to grow on the back of new customers and new products. To protect the
technical superiority of the products and services and to ensure the lowest possible cost base, Trakm8 will continue
to expand the engineering and professional services teams.
The cost of fuel continues to rise and the capability of Trakm8 telematics based fleet management solutions to
reduce fuel usage continues to become more sophisticated and beneficial to customers. We expect to benefit from
these trends.
Cost reduction initiatives and innovative product launches undertaken during the downturn, have left us well
positioned for future growth. We have a strong balance sheet with substantial cash reserves and minimal debt. The
market for vehicle telematics in the UK is still very fragmented and should opportunities emerge for us to grow by
making acquisitions then we will seriously consider them.
Finally, I would like to thank all the Trakm8 staff for their tremendous hard work over the past twelve months.
John Watkins
CEO
8
Company Number 05452547
Trakm8 Holdings PLC
DIRECTORS’ REPORT
The Directors submit their report and financial statements of Trakm8 Holdings PLC for the year ended 31 March
2012.
Trakm8 Holdings PLC is a public listed company incorporated and domiciled in England (Company Number 05452547)
whose shares are quoted on AIM, a market operated by the London Stock Exchange plc.
PRINCIPAL ACTIVITIES
The principal activities of the Trakm8 Group are the manufacture, marketing and distribution of vehicle telematics
equipment and services. Trakm8 Holdings PLC is the holding company for the Trakm8 Group.
REVIEW OF THE BUSINESS
The review of the business is contained in the Chairman’s and CEO’s Statement on pages 4 to 8.
RESULTS AND DIVIDENDS
The Group results for the year ended 31 March 2012 are shown in the Consolidated Statement of Comprehensive
Income on page 17. The Directors do not recommend the payment of a dividend.
FUTURE DEVELOPMENTS
Future developments of the business is contained in the Chairman’s and CEO’s Statement on pages 4 to 8.
RESEARCH AND DEVELOPMENT
The Board considers that the Group’s research and development activity plays an important role in the operational
and financial success of the business.
The Group continues to develop new products and during the year launched the T8 Mini and a T8 RFID solution.
In addition further enhancements were rolled out for Trakm8 Swift. The Group believes this product strategy will
enable the continued delivery of new and enhanced products and services during the coming year.
Trakm8 Holdings PLC
Company Number 05452547
9
DIRECTORS’ REPORT (conti nued)
KEY PERFORMANCE INDICATORS
The key performance indicators used to assess the performance and positi on of the Group are as follows:-
1. Operati ng profi t. The Group produced an operati ng profi t of £88,345 compared to last year’s operati ng
profi t of £328,711.
2. Borrowings. The Group monitors its cash and borrowings positi on and updates cash fl ow forecasts for the
following twelve months on a daily basis. During the year total borrowings increased from £186,491 to
£219,191 at the year end.
3. Customer services. A weekly analysis is undertaken of outstanding customer service cases to ensure
compliance with our service level agreements.
4. Credit control. All overdue accounts are reviewed and where necessary contacted on a weekly basis.
GOING CONCERN
The Directors confi rm that they are sati sfi ed that the Group has adequate resources and faciliti es to conti nue in
business for the foreseeable future. For this reason they conti nue to adopt the going concern basis in preparing
the fi nancial statements.
DIRECTORS
The following Directors have held offi ce during the year:
C D Buck
M Cowley
T Cowley
J Hedges
J Watkins
P Wilson
DIRECTORS AND THEIR INTERESTS
The present members of the Board are as listed on page 2. The Directors’ interests in the shares of the Company
are detailed below:-
1p ordinary shares
At 31 March 2012
% of issued
ordinary share capital
(18,864,731 ordinary
shares)
1p ordinary shares
At 1 Apr 2011
or on subsequent
date of appointment
% of issued
ordinary share capital
(18,764,731 ordinary
shares)
C D Buck
M Cowley
T Cowley
J Hedges
J Watkins
P Wilson
541,994
1,194,203
1,459,002
1,171,025
3,852,738
420,512
2.87%
6.33%
7.73%
6.21%
20.42%
2.23%
511,994
1,164,203
1,429,002
891,025
3,822,738
320,512
2.73%
6.20%
7.62%
4.75%
20.37%
1.71%
The Directors had no interest in the share capital of the Company’s subsidiary undertakings at 31 March 2012 or
on the date on which these fi nancial statements were approved.
10
Company Number 05452547
Trakm8 Holdings PLC
DIRECTORS’ REPORT (conti nued)
DIRECTORS’ REMUNERATION
The Directors’ remunerati on for the year ended 31 March 2012 was:
AUDITED
D Buck
M Cowley
T Cowley
J Hedges
J Watkins
P Wilson
Total
Salaries & Fees
Bonuses
Benefi ts
£
35,000
77,000
80,104
80,104
75,000
73,500
420,708
£
-
957
995
995
9,769
93
13,629
£
-
3,755
3,699
3,624
-
8,681
19,759
Total
31 March 2012
£
Total
31 March 2011
£
35,000
81,712
84,798
84,723
84,769
83,094
35,000
76,861
79,920
79,920
81,789
57,589
454,096
411,079
DIRECTORS’ SHARE OPTIONS
At 31 March 2012 the following opti ons had been granted to the Company’s Directors and remain current and
unexercised:
Opti on
exercise price
Balance as
at 31 March
2011
Granted
during year
Exercised
during year
Expired/
forfeited
during year
Balance as
at 31 March
2012
Expiry date
D Buck
M Cowley
T Cowley
J Hedges
J Watkins
P Wilson
£0.06
£0.06
£0.06
£0.05
£0.06
£0.06
100,000
75,000
75,000
100,000
200,000
100,000
-
-
-
-
-
-
-
-
-
(100,000)
-
-
-
-
-
-
-
-
100,000
30/07/12
75,000
75,000
-
200,000
100,000
30/07/12
30/07/12
-
30/07/12
30/07/12
The Group provides indemnity cover for the Directors.
Trakm8 Holdings PLC
Company Number 05452547
DIRECTORS’ REPORT (continued)
SUPPLIERS PAYMENT POLICY
It is the Group’s policy to establish payment terms with suppliers and to adhere to those terms, provided that the
goods and services are in accordance with the agreed terms and conditions. Trade payables for the parent company
at the year end represented 45 days of purchases (2011: 49 days).
EMPLOYMENT POLICY
During the year, the Group has consulted with employees in matters likely to affect their interests and is committed
to involving them in the performance and development of the Group.
DISABLED EMPLOYEES
The Group gives full consideration to applications for employment from disabled persons where the requirements
of the job can be adequately fulfilled by a disabled person.
Should existing employees become disabled, it is the Group’s policy wherever practicable to provide continuing
employment under normal terms and conditions and to provide training, career development and promotion to
such employees as appropriate.
PRINCIPAL RISKS AND UNCERTAINTIES
The following are identified as the principle risks and uncertainties facing the Group:-
Technology risk - The Group invests in research and development to enable the delivery of new and enhanced
products and services.
Liquidity risk - The Group operates a long-term business, and its policy is to finance it primarily with equity and short
to medium-term borrowings. Short-term flexibility is achieved by cash balances and overdraft facilities.
Credit risk - The Group aims to minimise its exposure to credit risk through a mixture of credit insurance, credit limits
and credit checks on new customers.
Foreign currency risk - Historically the Group has not used hedging instruments to minimise currency risk as the
exposure is limited. If foreign currency exposure increases, the use of foreign currency hedging instruments will be
reviewed as necessary.
EVENTS SINCE THE REPORTING DATE
On 30 April 2012 five of the Directors exercised options totalling 550,000 ordinary shares of 1p each at a price of
6 pence per share under the Company’s Executive Management Incentive Scheme. The new shares were admitted
to trading on AIM on 4 May 2012.
12
Company Number 05452547
Trakm8 Holdings PLC
DIRECTORS’ REPORT (continued)
STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR
The Directors who were in office on the date of approval of these financial statements have confirmed, as far
as they are aware, that there is no relevant audit information of which the auditor is unaware. Each of the
Directors has confirmed that they have taken all the steps that they ought to have taken as Directors in order
to make themselves aware of any relevant audit information and to establish that it has been communicated to
the auditor.
AUDITOR
A resolution to appoint Milsted Langdon LLP, Chartered Accountants, as auditor, will be put to the members at the
annual general meeting.
By approval of the Board on 27 June 2012.
J Hedges
Secretary
Trakm8 Holdings PLC
Company Number 05452547
3
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN THE
PREPARATION OF FINANCIAL STATEMENTS
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial year.
The Directors are required by the AIM Rules of the London Stock Exchange to prepare group financial statements in
accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and
have elected under company law to prepare the Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and IFRS adopted by the EU to present fairly the financial
position and performance of the Group; the Companies Act 2006 provides in relation to such financial statements
that references in the relevant part of that Act to financial statements giving a true and fair view are references to
their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for
that period.
In preparing each of the Group and Company financial statements, the Directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. for the Group financial statements, state whether they have been prepared in accordance with IFRS
adopted by the EU and for the Company financial statements state whether applicable UK accounting
standards have been followed, subject to any material departures disclosed and explained in the Group
and Company financial statements; and
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of
the Group and the Company and enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Trakm8 Holdings PLC website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
14
Company Number 05452547
Trakm8 Holdings PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TRAKM8 HOLDINGS PLC
We have audited the financial statements of Trakm8 Holdings PLC which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated Statement of
Financial Position, the Consolidated Cash Flow Statement, the Parent Company Balance Sheet and the related
Notes. The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and International Financial Reporting Standards (IFRS) as adopted by the
European Union. The financial reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As more fully explained in the Directors’ Responsibilities Statement set out on page 14, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing
Practices Board’s (APB’s) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/private.cfm.
OPINION ON THE FINANCIAL STATEMENTS
In our opinion
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 31 March 2012 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRS as adopted by the
European Union;
• the Parent Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements
are prepared is consistent with the financial statements.
Trakm8 Holdings PLC
Company Number 05452547
15
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TRAKM8 HOLDINGS PLC (continued)
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Nigel Fry (Senior Statutory Auditor)
For and behalf of Milsted Langdon LLP
Chartered Accountants and Statutory Auditors
Winchester House
Deane Gate Avenue
Taunton
TA1 2UH
27 June 2012
16
Company Number 05452547
Trakm8 Holdings PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2012
REVENUE
Cost of sales
Gross profi t
Other income
Administrati ve expenses
OPERATING PROFIT
Finance income
Finance costs
PROFIT BEFORE TAXATION
Income tax credit / (charge)
Notes
2012
£
2011
£
6
5,215,565
4,186,264
(1,889,499)
(1,399,046)
3,326,06
2,787,218
7
7
8
9
5,039
361,542
3,331,105
3,148,760
(3,242,760)
(2,820,049)
88,345
328,711
788
979
89,133
329,690
(5,249)
(6,557)
83,884
323,133
50,666
(117,094)
PROFIT FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT
134,550
206,039
OTHER COMPREHENSIVE INCOME
Currency translati on diff erences
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO
OWNERS OF THE PARENT
EARNINGS PER ORDINARY SHARE (PENCE) ATTRIBUTABLE TO OWNERS OF
THE PARENT
Basic
Diluted
1,493
1,008
136,043
207,047
0.71p
0.70p
1.10p
1.07p
There were no disconti nued operati ons in 2012 or 2011. Accordingly the results relate to conti nuing operati ons.
Trakm8 Holdings PLC
Company Number 05452547
17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2012
Share
Capital
Share
premium
Merger
Reserve
Translati on
reserve
Retained
Earnings
Share
based
payment
reserve
Total equity
att ributable
to owners of
the
parent
Balance as at 1 April 2010
187,647
1,719,402
509,837
63,152
205,313 (666,330)
2,019,021
£
£
£
£
£
£
£
Comprehensive income
Profi t for the year
Other comprehensive income
Exchange diff erences on
translati on of overseas
operati ons
Total comprehensive
income
Transacti ons with owners
Transfer share based
payment reserve to
Retained earnings
IFRS2 Share based
payments
Transacti ons with owners
Balance as at 1 April 2011
Comprehensive income
Profi t for the year
Other comprehensive income
Exchange diff erences on
translati on of overseas
operati ons
Total comprehensive income
Transacti ons with owners
Shares issued
IFRS2 Share based payments
Transacti ons with owners
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
187,647
1,719,402
509,837
-
-
-
-
-
-
1,000
4,250
-
-
1,000
4,250
-
-
-
-
-
-
Balance as at 31 March 2012
188,647
1,723,652
509,837
-
-
-
-
206,039
206,039
1,008
-
1,008
1,008
206,039
207,047
(63,152)
-
(63,152)
-
-
-
-
-
-
-
-
-
-
-
63,152
-
9,921
9,921
73,073
9,921
206,321 (387,218)
2,235,989
-
134,550
134,550
(1,493)
-
(1,493)
(1,493)
134,550
133,057
-
-
-
-
5,537
5,537
5,250
5,537
10,787
204,828 (247,131)
2,379,833
8
Company Number 05452547
Trakm8 Holdings PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2012
NON CURRENT ASSETS
Intangible assets
Property and equipment
Deferred income tax asset
CURRENT ASSETS
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
CURRENT LIABILITIES
Trade and other payables
Borrowings
CURRENT ASSETS LESS CURRENT LIABILITIES
TOTAL ASSETS LESS CURRENT LIABILITIES
NON CURRENT LIABILITIES
Borrowings
Provisions
NET ASSETS
EQUITY
Share capital
Share premium account
Merger reserve account
Translati on reserve
Retained earnings
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Notes
2012
£
2011
£
12
3
16
14
15
9
17
8
1,005,107
1,150,235
517,118
98,421
463,007
63,243
1,620,646
1,676,485
410,016
782,375
15,488
1,087,474
2,295,353
259,042
893,172
17,828
1,119,027
2,289,069
(1,250,672)
(1,473,074)
(56,223)
(27,305)
(1,306,895)
(1,500,379)
988,458
788,690
2,609,104
2,465,175
8
9
(163,093)
(66,178)
(159,186)
(70,000)
2,379,833
2,235,989
21
188,647
187,647
1,723,652
1,719,402
509,837
204,828
509,837
206,321
(247,131)
(387,218)
2,379,833
2,235,989
These fi nancial statements were approved by the Directors and authorised for issue on 27 June 2012 and are signed on their
behalf by:
D Buck
Director
J Hedges
Director
Trakm8 Holdings PLC
Company Number 05452547
9
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 March 2012
NET CASH INFLOW FROM OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment
Purchases of intangible assets
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of new shares
New / (repayment of) obligati ons under hire purchase agreements
Repayment of loans
NET CASH (USED IN) /FROM FINANCING ACTIVITIES
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
Notes
2012
£
2011
£
23
110,845
609,832
(91,232)
(89,241)
(49,758)
(96,411)
(180,473)
(146,169)
5,250
53,296
(20,471)
-
(16,894)
(19,880)
38,075
(36,774)
(31,553)
426,889
1,119,027
692,138
1,087,474
1,119,027
20
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2012
1.
GENERAL INFORMATION
Trakm8 Holdings PLC (“Company”) is a public limited company incorporated in the United Kingdom
(registration number 05452547). The Company is domiciled in the United Kingdom and its registered address
is Lydden House, Wincombe Business Park, Shaftesbury, Dorset, SP7 9QJ. The Company’s Ordinary Shares are
traded on the AIM market of the London Stock Exchange.
The Group’s principal activity is the manufacture, marketing and distribution of vehicle telematics equipment
and services. The Company’s principal activity is to act as a holding company for its subsidiaries.
2.
AUTHORISATION OF FINANCIAL STATEMENTS AND STATEMENT OF COMPLIANCE WITH IFRS
The Group’s financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations
as endorsed by the European Union, and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
3.
BASIS OF PREPARATION
The accounting policies set out in note 4 have been applied consistently to all periods presented in these
consolidated financial statements.
These financial statements are presented in sterling as that is considered to be the currency of the primary
economic environment in which the Group operates. This decision was based on the Group’s workforce
being based in the UK and that sterling is the currency in which management reporting and decision making
is based.
4.
ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The preparation of the financial statements requires management to make estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent
liabilities at the date of the financial statements. If in the future such estimates and assumptions which are
based on management’s best judgement at the date of the financial statements, deviate from the actual
circumstances, the original estimates and assumptions will be modified as appropriate in the year in which
the circumstances change. Where necessary, the comparatives have been reclassified or extended from the
previously reported results to take into account presentational changes.
Trakm8 Holdings PLC
Company Number 05452547
21
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 March each year. Control is achieved where the
Company has the power to govern the financial and operating policies of an investee entity so as to obtain
benefits from its activities.
The trading results of subsidiaries acquired or disposed of during the year are included in the consolidated
Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of
disposal, as appropriate.
All intra-group transactions, balances, income and expenditure are eliminated on consolidation.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition
date irrespective of the extent of any minority interest. The excess of cost of acquisition over the fair values of
the Group’s share of identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair value of identifiable net assets acquired (i.e. discount on acquisition) is recognised
directly in the Statement of Comprehensive Income.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by other members of the Group.
SHARE-BASED PAYMENTS
The Group has applied the requirements of IFRS 2 Share-based Payment. In accordance with the
transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002
that were unvested as of 1 April 2006.
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based
payments are measured at fair value at the date of grant. The fair value determined at the grant date of
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based
on the Group’s estimate of shares that will eventually vest.
The fair value is measured by use of the Black-Scholes option pricing model. The expected life used in
the model has been adjusted, based on management’s best estimate, for the effect of non-transferability,
exercise restrictions, and behavioural considerations. No expense is recognised for awards that do not
ultimately vest.
22
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group
becomes a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables are initially recognised at fair value and subsequently measured at their amortised cost
using the effective interest method less any provision for impairment. A provision for impairment is made
where there is objective evidence, (including customers with financial difficulties or in default on payments),
that amounts will not be recovered in accordance with original terms of the agreement. A provision for
impairment is established when the carrying value of the receivable exceeds the present value of the future
cash flow discounted using the original effective interest rate. The carrying value of the receivable is reduced
through the use of an allowance account and any impairment loss is recognised in the Statement of
Comprehensive Income.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk
of change in value. For the purposes of the Cash Flow Statement, cash and cash equivalents includes bank
overdrafts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs.
Finance charges, including premiums payable on settlement or redemption, are accounted for on an accruals
basis and are added to the carrying amount of the instrument to the extent that they are not settled in the
period in which they arise.
Trade payables
Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective
interest method.
GOODWILL
Goodwill arising on consolidation is recorded as an intangible asset and is the surplus of the cost of
acquisition over the Group’s interest in the fair value of identifiable net assets acquired. Goodwill is reviewed
annually for impairment. Any impairment identified as a result of the review is charged in the Statement of
Comprehensive Income. Negative goodwill is written off in the year in which it arises.
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
Trakm8 Holdings PLC
Company Number 05452547
23
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
INTANGIBLE ASSETS OTHER THAN GOODWILL
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised
to the extent that it is probable that the expected future economic benefits attributable to the asset will flow
to the Group and that its cost can be measured reliably. Such intangible assets are carried at cost less
amortisation. Amortisation is charged to ‘Administrative expenses’ in the Statement of Comprehensive
Income on a straight line basis over the intangible assets’ useful economic life (1-10 years).
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure is capitalised as an intangible asset only if the following conditions are met:
•
•
•
•
•
an asset is created that can be identified;
it is probable that the asset created will generate future economic benefit;
the development cost of the asset can be measured reliably;
it meets the Group’s criteria for technical and commercial feasibility; and
sufficient resources are available to meet the development to either sell or use as an asset.
Development expenditure thus capitalised is amortised on a straight-line basis over its useful life. Where the
criteria are not met, development expenditure is recognised as an expense in the ‘Administrative expenses’
line of the Statement of Comprehensive Income.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less any subsequent accumulated depreciation or
impairment losses. With the exception of freehold buildings held at 31 March 2006 (the date of transition to
IFRS), cost represents purchase price together with any incidental costs to acquisition. As permitted by IFRS
1, the cost of freehold buildings at 31 March 2006 represents deemed cost, being the market value of the
property for existing use at that date.
Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated
to write each asset down to its estimated residual value over its expected useful life, as follows:
Buildings 2%
Furniture, fixtures and equipment 25%
33%
Computer equipment
straight line
reducing balance
straight line
Assets held under finance leases or hire purchase arrangements are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, over the term of the relevant agreement.
The assets’ residual values and useful lives are reviewed at each balance sheet date and adjusted if
appropriate. The carrying values of property, plant and equipment are reviewed for impairment when events
or changes in circumstances indicate that the carrying value may not be recoverable.
24
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
INVENTORIES
Inventories are valued at the lower of cost and net realisable value. In general cost is determined on a first
in first out basis and includes all direct expenditure and production overheads based on a normal level of
activity. Net realisable value is the price at which the stocks can be sold in the normal course of business after
allowing for the costs of realisation and where appropriate for the costs of conversion from its existing state
to a finished condition. Provision is made for obsolete, slow moving and defective stocks.
LEASES
Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership
of the asset have been transferred to the Group, are capitalised in the balance sheet and depreciated over
the shorter of the lease term or their useful lives. The asset is recorded at the lower of its fair value and the
present value of the minimum lease payments at the inception of the lease. The capital elements of future
obligations under finance leases are included in liabilities in the balance sheet and analysed between current
and non-current amounts. The interest elements of future obligations under finance leases are charged to
the Statement of Comprehensive Income over the periods of the leases and represent a constant proportion
of the balance of capital repayments outstanding in accordance with the effective interest rate method.
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating
leases. The cost of operating leases (net of any incentives received from the lessor) is charged to the
Statement of Comprehensive Income on a straight line basis over the periods of the leases.
FOREIGN CURRENCIES
Foreign currency assets and liabilities are converted to sterling at the rates of exchange ruling at the end of
the financial year. Transactions in foreign currencies are converted to sterling at the rates of exchange ruling
at the transaction date. All of the resulting exchange differences are recognised in the Statement of
Comprehensive Income as they arise.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense
items are translated at the average exchange rates for the period. Exchange differences arising are classified
as equity and transferred to the Group’s reserves. Such translation differences are recognised as income or
expense in the period in which the operation is disposed of.
Trakm8 Holdings PLC
Company Number 05452547
25
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
TAXATION
The tax expense represents the sum of the current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the Statement of Comprehensive Income because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
The Group’s liability for current tax is calculated by using tax rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised
or the liability is settled based upon tax rates that have been enacted or substantively enacted.
REVENUE RECOGNITION
Revenue represents the total of amounts receivable for goods and services provided excluding value added
tax. Revenue is recognised on the delivery of the goods to the customer. Where a service is provided covering
a future period the applicable revenue is shown as Deferred Income under Current Liabilities.
WARRANTY CLAIMS
Provision is made for liabilities arising in respect of expected warranty claims.
GOVERNMENT GRANTS
Government grants towards research and development projects are recognised as income over the periods
necessary to match them with the related costs and are included within Other Income.
26
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
4.
ACCOUNTING POLICIES (continued)
SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors.
EQUITY
Equity comprises the following:
Share capital represents the nominal value of equity shares.
Share premium represents the excess over nominal value of the fair value of consideration received
-
-
for equity shares, net of expenses of the share issue.
- Merger reserve represents the excess over nominal value of the fair value of consideration received
for equity shares issued on reverse acquisition of subsidiaries, net of expenses of the share issue
prior to the date of transition to IFRS.
- Translation reserve represents cumulative foreign exchange gains and losses on retranslation of
overseas operations.
- Retained earnings represents retained losses.
CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES
a) The Group has adopted the following new interpretations and amendments to existing standards in
the year ended 31 March 2012:-
-
IAS 24 (Amendment)
‘Related Party Disclosures’ effective 1 January 2011
The adoption of this amendment to the existing standard has not led to any changes in the Group’s
accounting policies.
b) The following standards and interpretations have been issued by the IASB. They become effective after
the current year and have not been early adopted by the Group:
-
-
IFRS 9
IFRS 13
‘Financial Instruments’ effective 1 January 2013
‘Fair value measurement’ effective 1 January 2013
The impact on the Group’s financial statements is not expected to be material.
Trakm8 Holdings PLC
Company Number 05452547
27
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
5.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
CRITICAL JUDGEMENTS IN APPLYING THE GROUP’S ACCOUNTING POLICIES
In the process of applying the Group’s accounting policies, which are described in note 4, management has
made the following judgements that have the most significant effect on the amounts recognised in the
financial statements (apart from those involving estimations, which are dealt with below).
Valuation of intellectual property
In assessing the fair value of the intellectual property, management have considered the underlying value of
the income streams. Attention has been paid to the potential introduction of new products and services and
the return anticipated from these and existing product sales. The Directors believe that the fair value of the
intellectual property is both appropriate and a realistic assessment of its long term value to the Group.
KEY SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Recoverability of internally-generated intangible asset
During the year, management reconsidered the recoverability of its internally generated intangible asset
which is included in the balance sheet at £177,885. The costs relate to the development of the Group’s
portfolio of hardware and software products and management continue to believe that the anticipated
revenues will enable the carrying amount to be recovered in full. Assumptions have been made on the
number of years over which the costs will be recovered based on management’s best expectations and these
could turn out to be longer or shorter although any subsequent adjustment is not expected to be material.
Recoverability of trade debtors
The withdrawal or reduction of credit facilities from Banks and leasing companies is affecting a wide range
of businesses. Management are particularly conscious of the financial weakness of some companies and is
closely monitoring its outstanding debtor book in order to minimise the risk associated with future bad debts.
Weekly cash receipts are analysed and future supplies are stopped if accounts remain overdue. An increasing
number of customers taking the Group’s services pay by direct debit and this is reducing the Group’s
exposure to the non-recoverability of trade debtors in the future.
28
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
6.
SEGMENTAL ANALYSIS
The format of segmental reporti ng is based on the Group’s management and internal reporti ng of the
segments below which carry diff erent risks and rewards and are used to make strategic decisions. Telemati cs
is the sale of hardware through the Group’s distributors. Trakm8 SWIFT represents the sale of the Group’s full
vehicle telemati cs service direct to customers. Development and other services comprises bespoke
professional services and mapping soluti ons.
The Board review the revenue results by segment and the gross margin. Cost of sales comprise hardware
costs and have been allocated to the segments based on the number of units sold. Administrati on costs and
assets and liabiliti es are not separated out by segment.
Year ended 31 March
2012
Telemati cs
Trakm8
SWIFT
Development
& other
services
Unallocated
Total
£
£
Segment revenue
2,226,230
2,776,872
Gross profi t
Other income
789,858
2,323,746
-
-
£
212,463
212,462
5,039
Depreciati on & amorti sati on
(124,058)
(53,703)
(93,230)
£
-
-
-
-
Finance income
Finance costs
Income tax
-
-
-
-
-
-
-
-
-
788
(5,249)
50,666
£
5,215,565
3,326,066
5,039
(270,991)
788
(5,249)
50,666
Trakm8 Holdings PLC
Company Number 05452547
29
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
6.
SEGMENTAL ANALYSIS (conti nued)
Year ended 31 March
2011
Telemati cs
Trakm8
SWIFT
Development
& other
services
Unallocated
Total
£
£
Segment revenue
1,394,998
2,553,876
Gross profi t
Other income
489,081
2,060,747
-
-
£
237,390
237,390
361,542
Depreciati on & amorti sati on
(127,182)
(41,668)
(95,714)
£
-
-
-
-
£
4,186,264
2,787,218
361,542
(264,564)
Finance income
Finance costs
Income tax
-
-
-
-
-
-
-
-
-
979
979
(6,557)
(6,557)
(117,094)
(117,094)
The Group’s operati ons are located in the UK and the Czech Republic. The following table provides an
analysis of the Group’s revenue by geography based upon locati on of the Group’s customers.
Year ended 31 March 2012
United Kingdom
Europe
Africa
Rest of the World
Telemati cs
Trakm8 SWIFT Development &
other services
£
£
1,291,621
2,767,583
171,772
214,928
547,909
9,289
-
-
£
98,205
24,258
90,000
-
Total
£
4,157,409
205,319
304,928
547,909
2,226,230
2,866,872
122,463
5,215,565
The Group had one customer who accounted for more than 10% of the Group revenue (2011: two).
Year ended 31 March 2011
Telemati cs
Trakm8 SWIFT Development &
other services
United Kingdom
Europe
Africa
Rest of the World
£
502,235
193,874
278,361
420,528
£
2,543,862
10,014
-
-
Total
£
£
114,983
3,161,080
58,450
47,000
16,957
262,338
325,361
437,485
1,394,998
2,553,876
237,390
4,186,264
30
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
7.
PROFIT FROM OPERATIONS
Profi t from operati ons is stated aft er (crediti ng)/charging:
Other income - Government grant
Depreciati on - owned fi xed assets
- assets on hire purchase
Amorti sati on of intangible assets
Operati ng lease rentals
Land and buildings
Other
Loss/(profi t) on foreign exchange transacti ons
Staff costs (note 10)
Auditor’s remunerati on
- audit services
Parent Company and consolidati on
Subsidiary audits
- tax advisory services
8.
FINANCE COSTS
Bank interest payable
Interest on fi nance leases
Interest on other loans
2012
£
2011
£
(5,039)
(359,760)
30,205
6,417
18,955
11,684
234,369
233,925
14,251
31,123
11,180
14,222
11,587
(3,987)
1,714,323
1,517,374
2012
£
2011
£
4,680
10,920
2,285
4,500
10,500
2,200
2012
£
-
54
5,195
5,249
2011
£
62
790
5,705
6,557
Trakm8 Holdings PLC
Company Number 05452547
3
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
9.
INCOME TAX
R&D tax credit
Recogniti on of deferred tax
Current year movement
Income tax (credit) / charge
Factors aff ecti ng the tax charge
2012
£
(15,488)
(112,689)
2011
£
(17,828)
-
77,511
134,922
(50,666)
117,094
The tax assessed for the year is lower (2011: higher) than the applicable rate of corporati on tax in the UK.
The diff erence is explained below:
Profi t before tax
Profi t on ordinary acti viti es multi plied by the standard rate of
corporati on tax in the UK of 26% (2011: 28%)
Eff ects of:
Expenses not deducti ble/income not taxable
Share opti on adjustment
Temporary diff erences
Change in deferred tax rates
Deferred tax brought forward recognised
R&D tax credit
Total tax
10.
EMPLOYEES
The average monthly number of persons (including Directors)
employed by the Group was:
Research and development
Selling and distributi on
Producti on
Administrati on
2012
£
2011
£
83,884
323,133
21,810
90,477
23,167
(706)
16,979
16,261
(112,689)
(15,488)
(50,666)
61,593
2,778
(2,988)
3,015
(19,953)
(17,828)
117,094
2012
No.
2011
No.
15
9
10
45
3
14
3
41
32
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
10. EMPLOYEES (conti nued)
Staff costs for the employees and Directors (included under Administrati ve expenses):
Wages and salaries
Social Security costs
Share Based Payments
Costs relati ng to the Directors who are the key management of the Group:
Wages and salaries
Benefi ts
Social Security costs
Share Based Payments
2012
£
2011
£
1,509,854
1,336,898
198,931
5,537
170,555
9,921
1,714,322
1,517,374
2012
£
2011
£
434,337
404,594
19,759
49,659
1,103
6,485
41,840
3,236
504,858
456,155
Further details of Directors’ fees and salaries, bonuses and pensions are given in the Directors’ Report on
page 11.
11. EARNINGS PER ORDINARY SHARE
Staff costs for the employees and Directors (included under Administrati ve expenses):
The earnings per ordinary share has been calculated using the profi t for the year and the weighted average
number of ordinary shares in issue during the year as follows:
Earnings for the year aft er taxati on
Number of ordinary shares of 1p each
Basic weighted average number of ordinary shares of 1p each
Basic weighted average number of ordinary shares of 1p each (diluted)
Basic profi t pence per share
Diluted profi t pence per share
2012
£
2011
£
134,550
206,039
18,864,731
18,764,731
18,820,621
18,764,731
19,159,446
19,180,873
0.71p
1.10p
0.70p
1.07p
Trakm8 Holdings PLC
Company Number 05452547
33
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
12. INTANGIBLE ASSETS
COST
As at 1 April 2010
Additi ons
As at 31 March 2011
Additi ons
As at 31 March 2012
AMORTISATION
As at 1 April 2010
Charge for year
As at 31 March 2011
Charge for year
As at 31 March 2012
NET BOOK VALUE
As at 31 March 2012
As at 31 March 2011
As at 1 April 2010
Intellectual
property
Development
costs
£
£
Total
£
1,546,007
127,856
1,673,863
344,514
141,996
1,890,521
269,852
486,510
2,160,373
-
89,241
89,241
1,673,863
575,751
2,249,614
Intellectual
property
Development
costs
£
£
Total
£
501,594
165,787
667,381
179,260
274,619
68,138
342,757
55,109
776,213
233,925
1,010,138
234,369
846,641
397,866
1,244,507
827,222
177,885
1,005,107
1,006,482
143,753
1,150,235
1,044,413
69,895
1,114,308
The intellectual property has been purchased from third parti es. Development costs have been internally
generated.
Amorti sati on expenses of £234,369 (2011: £233,925) have been charged to Administrati ve expenses in the
Consolidated Statement of Comprehensive Income. Development costs will be fully amorti sed within the
next three years and Intellectual Property will be fully amorti sed within the next fi ve years.
34
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
13. PROPERTY & EQUIPMENT
COST
As at 1 April 2010
Additi ons
Exchange diff erences
Disposals
As at 31 March 2011
Additi ons
Exchange diff erences
Disposals
As at 31 March 2012
DEPRECIATION
As at 1 April 2010
Charge for year
Exchange diff erences
Disposals
As at 31 March 2011
Charge for year
Exchange diff erences
Disposals
As at 31 March 2012
NET BOOK VALUE
As at 31 March 2012
As at 31 March 2011
As at 1 April 2010
Freehold
property
Furniture,
fi xtures and
equipment
Computer
equipment
Total
£
£
£
£
420,000
-
-
-
420,000
-
-
-
62,097
37,469
-
(15,297)
84,269
10,498
(504)
-
202,603
12,289
215
(33,942)
181,165
80,734
-
-
684,700
49,758
215
(49,239)
685,434
91,232
(504)
-
420,000
94,263
261,899
776,162
17,632
4,408
-
-
22,040
4,408
-
-
51,338
5,150
-
(15,297)
41,191
11,332
(5)
-
171,852
21,081
205
(33,942)
159,196
20,882
-
-
240,822
30,639
205
(49,239)
222,427
36,622
(5)
-
26,448
52,518
180,078
259,044
393,552
41,745
81,821
517,118
397,960
402,368
43,078
10,759
21,969
30,751
463,007
443,878
Included within freehold property is £199,585 (2011: £199,585) relati ng to land which is not depreciated.
The net book value of plant and computer equipment includes £51,750 (2011: £8,167) in respect of assets
held under fi nance leases and hire purchase contracts. The depreciati on charge in respect of these assets
was £6,417 (2011: £11,684).
Total depreciati on expenses of £36,622 (2011: £30,639) have been charged to administrati ve expenses in
the Consolidated Statement of Comprehensive Income.
Trakm8 Holdings PLC
Company Number 05452547
35
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
14. INVENTORIES
Finished goods and goods for resale
2012
£
2011
£
410,016
259,042
The cost of inventories recognised as an expense and included in cost of sales amounted to £1,889,499 (2011:
£1,399,046). During the year old inventory lines totalling £40,947 (2011: nil) were writt en down and charged
to cost of sales in the Consolidated Statement of Comprehensive income.
15. TRADE AND OTHER RECEIVABLES
Trade receivables
Other receivables
Prepayments
The analysis of trade receivables by currency is as follows:
Pound sterling
Euro
Other
2012
£
2011
£
690,354
757,160
-
92,021
782,375
63,237
72,775
893,172
2012
£
570,532
54,147
65,675
690,354
2011
£
638,604
111,188
7,368
757,160
An allowance for impairment is made where there is an identi fi ed event which, based on previous experience,
is evidence of a reducti on in the recoverability of the outstanding amount. An allowance has been made for
esti mated irrecoverable trade receivables of £20,500 (2011: £6,000).
As at 31 March 2012 trade receivables of £374,132 were past due but not impaired. The ageing analysis of
these trade receivables is as follows:-
Up to 3 months
3 to 6 months
2012
£
359,411
14,721
374,132
2011
£
295,477
59,047
354,524
The Directors consider that the carrying amount of trade and other receivables approximates to their fair
values. The maximum exposure to credit risk at the reporti ng date is the carrying value of each class of
receivable menti oned above.
36
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
16. DEFERRED TAX
The analysis of deferred tax assets and deferred tax liabiliti es is as follows:
2012
£
2011
£
Deferred tax asset
Deferred tax asset to be recovered aft er more than 12 months
116,443
81,428
Deferred tax liability
£
£
Deferred tax liability to be recovered aft er more than 12 months
(18,022)
(18,185)
Deferred tax asset net
98,421
63,243
The movement in the deferred income tax assets and liabiliti es during the year is as follows:-
Deferred tax assets
As at 1 April 2011
Charged to the income statement
At 31 March 2012
Deferred tax liabiliti es
As at 1 April 2010
Credited to the income statement
At 31 March 2011
Credited to the income statement
At 31 March 2012
Accelerated
tax depreciati on
Uti lisati on of
unrecognised
losses
£
(1,689)
(15,050)
(16,739)
£
83,117
50,065
Total
£
81,428
35,015
133,182
116,443
Building
revaluati on
£
(18,348)
163
(18,185)
163
(18,022)
Trakm8 Holdings PLC
Company Number 05452547
37
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
17. TRADE AND OTHER PAYABLES
Trade payables
Taxati on and social security
Other payables
Accruals and deferred income
2012
£
429,574
136,333
14,801
669,964
2011
£
481,688
224,093
43,588
723,705
1,250,672
1,473,074
The Directors consider that the carrying amount of trade payables approximates to their fair value.
18. BORROWINGS
Bank loan
Obligati ons under fi nance leases and hire purchase arrangements (see note 20)
On demand or within one year
Aft er one and within two years
Aft er two and within fi ve years
Aft er fi ve years
Less: Amount due for sett lement within one year (shown as current liabiliti es)
Amount due for sett lement aft er more than one year
2012
£
159,191
60,125
219,316
56,223
46,740
69,269
47,084
219,316
(56,223)
163,093
2011
£
179,661
6,830
186,491
27,305
21,099
67,225
70,862
186,491
(27,305)
159,186
The bank loan is secured by a fi xed and fl oati ng charge on all the assets of the Group. It is repayable by
monthly instalments unti l 2019 and bears interest at a fl oati ng rate of 2.50% over base rate.
19. PROVISIONS
As at 1 April
(Decrease) / increase during the year
At 31 March
2012
£
70,000
(3,822)
66,178
2011
£
-
70,000
70,000
The provision relates to the esti mated additi onal costs payable under the terms of the contract for the
acquisiti on of the telemati cs assets from Vincotech Gmbh. The costs relate to commission payable and have
been esti mated based on the anti cipated numbers of units that will be sold.
38
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
17. TRADE AND OTHER PAYABLES
20. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS
The Directors consider that the carrying amount of trade payables approximates to their fair value.
18. BORROWINGS
The present value of minimum hire purchase payments is analysed as follows:
Bank loan
Obligati ons under fi nance leases and hire purchase arrangements (see note 20)
No later than 1 year
Later than 1 year and no later than 5 years
Gross hire purchase liabiliti es – minimum payments:
No later than 1 year
Later than 1 year and no later than 5 years
Less future fi nance charges
Present value
2012
£
35,125
25,000
60,125
-
60,125
2012
£
35,125
25,000
60,125
2011
£
6,884
-
6,884
(54)
6,830
2011
£
6,830
-
6,830
All contracts are denominated in sterling and are secured on the assets. The fair value of the hire purchase
obligati ons approximates to their carrying amount.
21. SHARE CAPITAL
Authorised
Ordinary shares of 1p each
Allott ed, issued and fully paid
Ordinary shares of 1p each
Movement in share capital:
As at 1 April
New shares issued
As at 31 March
2012
No’s
‘000’s
2011
No’s
‘000’s
£
£
200,000
2,000,000
200,000
2,000,000
18,864
188,647
18,764
187,647
2012
£
2011
£
187,647
187,647
1,000
-
188,647
187,647
Trakm8 Holdings PLC
Company Number 05452547
39
Trade payables
Taxati on and social security
Other payables
Accruals and deferred income
On demand or within one year
Aft er one and within two years
Aft er two and within fi ve years
Aft er fi ve years
19. PROVISIONS
As at 1 April
At 31 March
(Decrease) / increase during the year
Less: Amount due for sett lement within one year (shown as current liabiliti es)
Amount due for sett lement aft er more than one year
The bank loan is secured by a fi xed and fl oati ng charge on all the assets of the Group. It is repayable by
monthly instalments unti l 2019 and bears interest at a fl oati ng rate of 2.50% over base rate.
The provision relates to the esti mated additi onal costs payable under the terms of the contract for the
acquisiti on of the telemati cs assets from Vincotech Gmbh. The costs relate to commission payable and have
been esti mated based on the anti cipated numbers of units that will be sold.
2012
£
429,574
136,333
14,801
669,964
2011
£
481,688
224,093
43,588
723,705
1,250,672
1,473,074
2012
£
159,191
60,125
219,316
56,223
46,740
69,269
47,084
219,316
(56,223)
163,093
2011
£
179,661
6,830
186,491
27,305
21,099
67,225
70,862
186,491
(27,305)
159,186
2012
£
70,000
(3,822)
66,178
2011
£
-
70,000
70,000
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
22. SHARE-BASED PAYMENTS
Trakm8 Holdings PLC has issued opti ons (under the Trakm8 Approved Opti on Scheme) to subscribe for
ordinary shares of 1p in the Company. The purpose of the Opti on Scheme is to retain and moti vate
eligible employees.
The exercise price and number of shares to which the opti ons relate are as follows:
Opti on
Exercise
Price
5.25p
6.0p
15.5p
12.5p
Total
Balance as
at 31
March
2011
100,000
550,000
300,000
Granted
during
year
Exercised
during
year
Expired/
forfeited
during the
year
Balance
as at 31
March
2012
Grant
date
Opti on &
expected
Life (years)
Risk free
rate of
return
Volati lity
-
-
(100,000)
-
-
-
-
-
- 30/11/08
550,000 30/07/09
300,000 30/04/10
(100,000)
100,000 31/07/11
3.0
3.0
3.0
3.0
3.02%
3.02%
3.02%
3.02%
54%
54%
60%
54%
-
200,000
950,000
200,000 (100,000)
(100,000)
950,000
The share price was 13.5 pence on 9 September 2011 being the date of exercise of the above 100,000
opti ons. The weighted average exercise price of share opti ons outstanding as at 31 March 2012 was
9.5 pence.
The exercise price of all share opti ons is the closing market price on the day of grant. A vesti ng period of 1 or
2 years is applicable according to the terms of each scheme.
The fair value of the equity sett led share opti ons granted is esti mated as at the date of grant using the Black
Scholes opti on pricing model taking into account the terms and conditi ons upon which the opti ons were
granted. The volati lity has been based on historic share prices and the dividend yield has been assumed to
be 0% for all schemes.
The Group charged £5,537 to the Statement of Comprehensive Income in respect of Share-Based Payments
for the fi nancial year ended 31 March 2012 (2011: £9,921).
40
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
22. SHARE-BASED PAYMENTS
23. CASH FLOWS
Trakm8 Holdings PLC has issued opti ons (under the Trakm8 Approved Opti on Scheme) to subscribe for
ordinary shares of 1p in the Company. The purpose of the Opti on Scheme is to retain and moti vate
eligible employees.
The exercise price and number of shares to which the opti ons relate are as follows:
Opti on
Exercise
Price
Balance as
Granted
Exercised
during
year
during
Expired/
forfeited
year
during the
Balance
as at 31
March
2012
Grant
date
Opti on &
expected
Life (years)
Risk free
Volati lity
at 31
March
2011
100,000
550,000
300,000
(100,000)
- 30/11/08
year
-
-
550,000 30/07/09
300,000 30/04/10
-
-
-
-
-
-
200,000
(100,000)
100,000 31/07/11
950,000
200,000 (100,000)
(100,000)
950,000
rate of
return
3.02%
3.02%
3.02%
3.02%
3.0
3.0
3.0
3.0
54%
54%
60%
54%
The share price was 13.5 pence on 9 September 2011 being the date of exercise of the above 100,000
opti ons. The weighted average exercise price of share opti ons outstanding as at 31 March 2012 was
5.25p
6.0p
15.5p
12.5p
Total
9.5 pence.
The exercise price of all share opti ons is the closing market price on the day of grant. A vesti ng period of 1 or
2 years is applicable according to the terms of each scheme.
The fair value of the equity sett led share opti ons granted is esti mated as at the date of grant using the Black
Scholes opti on pricing model taking into account the terms and conditi ons upon which the opti ons were
granted. The volati lity has been based on historic share prices and the dividend yield has been assumed to
be 0% for all schemes.
The Group charged £5,537 to the Statement of Comprehensive Income in respect of Share-Based Payments
for the fi nancial year ended 31 March 2012 (2011: £9,921).
Reconciliati on of profi t before tax to net cash fl ow from operati ng acti viti es:
Profi t before tax
Depreciati on
Bank and other interest charges
Amorti sati on of intangible assets
Capitalised development costs
Share based payments
Operati ng cash fl ows before movement in working capital
Movement on retranslati on of overseas operati ons
Movement in inventories
Movement in trade and other receivables
Movement in trade and other payables
Cash generated from operati ons
Interest paid
Interest received
Income taxes received
2012
£
83,884
36,622
4,461
2011
£
323,133
30,639
5,578
234,369
233,925
-
(103,441)
5,537
9,922
364,873
499,756
(994)
(150,974)
110,797
(226,224)
998
(152,406)
(191,843)
375,401
97,478
531,906
(5,249)
788
17,828
(6,557)
979
83,504
Net cash infl ow from operati ng acti viti es
110,845
609,832
Cash and cash equivalents comprise cash at bank, other short-term highly liquid investments with a
maturity of three months or less (together presented as ‘Cash and cash equivalents’ on the face of the
balance sheet).
Trakm8 Holdings PLC
Company Number 05452547
41
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
24. FINANCIAL COMMITMENTS
At the balance sheet date, the Group had outstanding commitments for future minimum operati ng lease
payments under non-cancellable operati ng leases, which fall due as follows:
Operati ng Leases
Land and buildings
Within one year
In the second to fi ft h years inclusive
Other
Within one year
In the second to fi ft h years inclusive
2012
£
2011
£
17,522
70,086
34,112
36,646
14,222
-
12,078
19,131
Land and buildings under operati ng leases represents one lease payable by the Group which has an expiry
date in March 2017.
25. RELATED PARTY TRANSACTIONS
Details of the remunerati on of the Directors, who are the key management personnel of the Group, are
disclosed in the Directors’ report.
J Watkins is a Director and shareholder of Omitec Group Limited. Omitec Limited is a wholly owned subsidiary
of Omitec Group Limited.
During the year ended 31 March 2012 a total of £1,678,110 was invoiced to Trakm8 Limited by Omitec
Limited (2011: £579,339) and Trakm8 Limited invoiced Omitec Limited £20,056 (2011: £10,668). The net
balance due on 31 March 2012 from Trakm8 Limited to Omitec Limited was £129,717 (2011: £68,817).
The value of outstanding commitments with Omitec as at 31 March 2012 was £1,563,346 (2011: £939,381)
42
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
for the year ended 31 March 2012
26. FINANCIAL INSTRUMENTS
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest
rate risk), credit risk and liquidity risk. Where appropriate, the Group seeks to mitigate potential adverse
effects on its financial performance.
Liquidity risk
The Group’s objective is to maintain a balance between continuity and flexibility of funding through the use
of borrowings and financial assets with a range of maturities. Borrowing facilities are monitored against the
Group’s forecast requirements and it is the Group’s policy to mitigate the risk by maintaining undrawn
overdraft facilities and cash reserves. The bank overdraft facility is £250,000 and as at 31 March 2012 this
facility was not being utilised.
Credit risk
The Group’s principal financial assets are bank balances, cash and trade and other receivables. The Group’s
credit risk is primarily attributable to its trade receivables and the Group attaches considerable importance to
the collection and management of trade receivables. The Group minimises its credit risk through the
application of appropriate credit limits to customers based on an assessment of net worth and trading history
with the Group. Standard credit terms are net 30 days from date of invoice. Overdue trade receivables are
managed through a phased escalation culminating in legal action.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings
assigned by international credit-rating agencies.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expense are recognised, in respect of each class of
financial asset, liability and equity instrument are disclosed in note 4 to the financial statements.
Trakm8 Holdings PLC
Company Number 05452547
43
NOTES TO THE FINANCIAL STATEMENTS (conti nued)
for the year ended 31 March 2012
26. FINANCIAL INSTRUMENTS (conti nued)
Capital risk management
The Group’s objecti ves when managing capital are to safeguard the Group’s ability to conti nue as a going
concern in order to provide returns for shareholders and benefi ts for other stakeholders and to maintain an
opti mal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing rati o. This rati o
is calculated as debt divided by total capital. Debt is calculated as total borrowings including “current and
non-current borrowings” as shown in the consolidated balance sheet. Total capital is calculated as “equity”
as shown in the consolidated balance sheet plus debt.
The Group’s strategy has been to reduce gearing and to increase cash and cash equivalents. This has been
successfully achieved through the profi ts generated during the year.
Total borrowings (note 18)
Total equity
Total capital
Gearing rati o
2012
£
2011
£
219,316
186,491
2,379,833
2,235,989
2,599,149
2,422,480
8%
7%
Financial instruments by category
Assets as per balance sheet Loans and receivables
Trade and other receivables excluding prepayments
Cash and cash equivalents
2012
£
2011
£
705,842
820,397
1,087,474
1,119,207
1,793,316
1,939,604
Liabiliti es as per balance sheet Financial liabiliti es at amorti sed cost
Borrowings (excluding fi nance lease liabiliti es)
Hire purchase
Trade and other payables excluding statutory liabiliti es
2012
£
159,191
60,125
2011
£
179,661
6,830
1,114,339
1,248,981
1,333,655
1,435,472
44
Company Number 05452547
Trakm8 Holdings PLC
26. FINANCIAL INSTRUMENTS (conti nued)
Capital risk management
The Group’s objecti ves when managing capital are to safeguard the Group’s ability to conti nue as a going
concern in order to provide returns for shareholders and benefi ts for other stakeholders and to maintain an
opti mal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing rati o. This rati o
is calculated as debt divided by total capital. Debt is calculated as total borrowings including “current and
non-current borrowings” as shown in the consolidated balance sheet. Total capital is calculated as “equity”
as shown in the consolidated balance sheet plus debt.
The Group’s strategy has been to reduce gearing and to increase cash and cash equivalents. This has been
successfully achieved through the profi ts generated during the year.
Total borrowings (note 18)
Total equity
Total capital
Gearing rati o
Financial instruments by category
Trade and other receivables excluding prepayments
Cash and cash equivalents
Borrowings (excluding fi nance lease liabiliti es)
Hire purchase
Trade and other payables excluding statutory liabiliti es
Assets as per balance sheet Loans and receivables
Liabiliti es as per balance sheet Financial liabiliti es at amorti sed cost
2012
£
2011
£
219,316
186,491
2,379,833
2,235,989
2,599,149
2,422,480
8%
7%
2012
£
2011
£
705,842
820,397
1,087,474
1,119,207
1,793,316
1,939,604
2012
£
159,191
60,125
2011
£
179,661
6,830
1,114,339
1,248,981
1,333,655
1,435,472
PARENT COMPANY BALANCE SHEET
as at 31 March 2012
FIXED ASSETS
Investments
CURRENT ASSETS
Debtors
Cash at bank
CREDITORS: Amounts falling due within one year
NET CURRENT ASSETS
NET ASSETS
CAPITAL AND RESERVES
Called up share capital
Share premium
Profi t and loss account
SHAREHOLDERS’ FUNDS
Notes
2012
£
2011
£
3
4
5
6
7
7
801,782
801,782
894,364
312,375
564,804
626,229
1,206,739
1,191,033
(34,134)
(32,168)
1,172,605
1,158,865
1,974,387
1,960,647
188,647
187,647
1,723,652
62,088
1,719,402
53,598
1,974,387
1,960,647
These fi nancial statements were approved by the Directors and authorised for issue on 27 June 2012 and are signed
on their behalf by:
D Buck J Hedges
Director Director
Trakm8 Holdings PLC
Company Number 05452547
45
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
for the year ended 31 March 2012
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention in accordance with the
applicable accounting standards.
SHARE-BASED PAYMENTS
The company has applied the requirements of FRS 20 Share-based Payments. In accordance with the
transitional provisions, FRS 20 has been applied to all grants of equity instruments after 7 November 2002
that were unvested as of 1 April 2006.
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based
payments are measured at fair value at the date of grant. The fair value determined at the grant date of
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on
the Company’s estimate of shares that will eventually vest.
The fair value is measured by use of the Black-Scholes option pricing model. The expected life used in the
model has been adjusted, based on management’s best estimate, for the effect of non-transferability,
exercise restrictions, and behavioural considerations. No expense is recognised for awards that do not
ultimately vest.
FINANCIAL INSTRUMENTS
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. Instruments issued by the Company are recorded at the proceeds received, net
of direct issue costs.
INVESTMENTS
Fixed asset investments are stated at cost less impairment against the cost of investments. The carrying
values of investments in subsidiaries are reviewed for impairment if events or changes in circumstances
indicate the carrying value may not be recoverable.
FOREIGN CURRENCIES
Foreign currency assets and liabilities are converted to sterling at the rates of exchange ruling at the end of
the financial year. Transactions in foreign currencies are converted to sterling at the rates of exchange ruling
at the transaction date. All of the resulting exchange differences are recognised in the profit and loss account
as they arise.
DEFERRED TAXATION
Provision is made for deferred taxation in respect of all material timing differences that have originated but
not reversed by the balance sheet date. Timing differences represent differences between gains and losses
recognised for tax purposes in periods different from those in which they are recognised in the financial
statements. No deferred tax is recognised on permanent differences between the Company’s taxable gains
and losses and its results as stated in the financial statements. Deferred tax assets and liabilities are included
without discounting.
46
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
(conti nued) for the year ended 31 March 2012
2. PROFIT AND LOSS ACCOUNT
As permitt ed by Secti on 408 of the Companies Act 2006, the profi t and loss account of the Company is not
presented as part of these fi nancial statements.
The profi t aft er tax for the year in the Company is £2,953 (2011: loss £10,528).
3. INVESTMENTS
Cost
At 1 April 2011 and 31 March 2012
Name of subsidiary
Country of
incorporati on
Class of
holding
Proporti on
held and
voti ng rights
Trakm8 Limited
England and Wales
Ordinary
100%
PJSoft s.r.o.
Czech Republic
Interacti ve Projects Limited
England and Wales
Purple Reality Limited
England and Wales
Ordinary
Ordinary
Ordinary
100%
100%
100%
4. DEBTORS
Amounts due from subsidiary undertakings
Prepayments
5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade creditors
Accruals and other creditors
Trakm8 Holdings PLC
Company Number 05452547
Subsidiaries
£
801,782
Nature of business
Marketi ng and
distributi on of vehicle
telemati cs
Mapping services
Dormant
Dormant
2012
£
2011
£
887,619
558,971
6,745
5,833
894,364
564,804
2012
£
14,649
19,485
34,134
2011
£
14,627
17,541
32,168
47
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
(conti nued) for the year ended 31 March 2012
6. SHARE CAPITAL
Details of share capital and share opti ons are shown in notes 21 and 22 to the consolidated accounts above.
7. RESERVES
At 1 April 2010
Prior year adjustment
Transfer share based payment reserve to
profi t and loss reserve
FRS20 Share based payments
Loss for the year
At 1 April 2011
Shares issued
FRS20 Share based payments
Profi t for the year
As at 31 March 2012
8. RELATED PARTIES
Share
Capital
Share
premium
Share based
payment
reserve
Profi t and
loss reserve
Total
£
£
£
£
£
187,647
1,719,402
63,152
(69,146)
1,901,055
-
-
-
-
-
-
-
-
187,647
1,719,402
1,000
4,250
-
-
-
-
188,647
1,723,652
-
(63,152)
60,199
63,152
60,199
-
-
-
-
-
-
-
-
9,921
9,921
(10,528)
(10,528)
53,598
1,960,647
-
5,537
2,953
5,250
5,537
2,953
62,088
1,974,387
The Company has taken advantage of the exempti ons conferred by FRS 8 from the requirement to disclose
transacti ons between wholly owned subsidiary undertakings.
48
Company Number 05452547
Trakm8 Holdings PLC
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
(continued) for the year ended 31 March 2012
Details of share capital and share options are shown in notes 21 and 22 to the consolidated accounts above.
6. SHARE CAPITAL
7. RESERVES
At 1 April 2010
Prior year adjustment
Transfer share based payment reserve to
profit and loss reserve
FRS20 Share based payments
Loss for the year
At 1 April 2011
Shares issued
FRS20 Share based payments
Profit for the year
As at 31 March 2012
8. RELATED PARTIES
Share
Capital
Share
Share based
Profit and
Total
premium
payment
loss reserve
187,647
1,719,402
63,152
(69,146)
1,901,055
£
-
-
-
-
-
-
reserve
£
(63,152)
-
-
-
-
-
-
-
-
£
60,199
63,152
£
-
60,199
9,921
9,921
(10,528)
(10,528)
-
5,537
2,953
5,250
5,537
2,953
187,647
1,719,402
53,598
1,960,647
1,000
4,250
188,647
1,723,652
62,088
1,974,387
£
-
-
-
-
-
-
The Company has taken advantage of the exemptions conferred by FRS 8 from the requirement to disclose
transactions between wholly owned subsidiary undertakings.
Trakm8 Holdings PLC
Company Number 05452547
49
Lydden House, Wincombe Business Park, Shaftesbury, Dorset, SP7 9QJ
Tel: 01747 858444
www.trakm8.com
50
Company Number 05452547
Trakm8 Holdings PLC