Final Results (17 months)

AIM: KBT

27 March 2018

This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

K3 BUSINESS TECHNOLOGY GROUP PLC

("K3" or "the Group" or "the Company")

 

Provider of mission-critical software (owned and third party), cloud solutions and managed services to the retail, manufacturing and distribution sectors

 

Final results for the 17 months to 30 November 2017

 

REPOSITIONED FOR PROFITABLE GROWTH

Summary
•	A period of significant change - Group's structure simplified to create more integrated and streamlined operations, cost base reduced, and IP strategy refocused
•	K3 is now significantly better positioned for long-term revenue growth, higher quality earnings and improved cash generation
•	Accounting reference date and year end changed to 30 November (from 30 June)

 

Operational Highlights
•	Enterprise-related activities suffered from high value contract tenders not closing; encouraging upturn in contract closures towards the period end and in Q1 through strategic alliance with System Integrators
•	Core SME-related activities performed well across supply chain markets
•	Global Accounts continued to benefit from expansion of the IKEA franchisee network
•	Good progress with own IP product, 'Imagine' (previously 'NextGen'), K3's cloud-native, system-agnostic offering
•	Cost base significantly reduced - savings of £5.0m p.a.

 

Financial Highlights
•	Revenue for the 17 months of £118.2m (12 months to 30 June 2016: £89.2m):
	-	recurring revenue at 48.7% of total (2016: 46.7%)
	-	own IP revenue at 19.8% of total (2016: 13.9%)
•	Gross margin of 51.6% (2016: 54.4%)
•	Exceptional costs of £8.9m (net) (2016: £1.0m) - £4.5m of which is non-cash.  Exceptional costs principally reflected organisational and management changes across the Group and an impairment of development costs (non-cash)
•	Adj. loss from operations*1 of £1.6m (2016: adj profit*1 of £9.5m) / Reported loss from operations of £14.8m (2016: profit of £5.2m)
•	Adj loss before tax*1 of £3.0m (2016: adj profit before tax*1 of £8.8m)/ Reported loss before tax of £16.1m (2016: profit of £4.5m)
•	Adj loss per share*2 of 7.7p (2016: adj earnings per share*2 23.5p)/ Reported loss per share of 35.3p (2016: earnings per share of 12.6p
•	Fund raising in July 2017 secured £7.75m net.  Net debt reduced to £4.3m at 30 November 2017 (30 June 2017: £15.6m and 30 June 2016: £8.9m)
•	Proposed final (and total) dividend for the period of 1.4p per share

 

Prospects
•	Current trading is encouraging, especially with own IP product sales
•	Board expects financial and operational progress to continue over FY2018

 

 

All comparative figures for 2016 refer to the 12 months to 30 June 2016

 

Adalsteinn Valdimarsson, Chief Executive Officer of K3, said:

 

"We have implemented significant changes at K3 over the last 18 months, aimed at placing the Group on a better footing for long-term revenue and profit growth and improved cash generation.  The Group's operations are now more streamlined and integrated, and we have refocused our IP development roadmap. While the process has involved cultural change and substantial one-off costs, we are seeing the benefits come through. 

 

"We have strong offerings in our chosen markets across the supply chain, including our new cloud-native IP.  Since the period end, trading has been encouraging, especially for own IP sales.  While there is still work to be done, we remain confident about prospects for continuing progress."

 

 

 

 

Enquiries:

 

K3 Business Technology Group plc	Adalsteinn  Valdimarsson (CEO)	T: 020 3178 6378 (today)
www.k3btg.com	Robert Price (CFO)	Thereafter 0161 876 4498
finnCap Limited	Julian Blunt/ James Thompson	T: 020 7220 0500
(NOMAD)
KTZ Communications	Katie Tzouliadis/ Emma Pearson	T: 020 3178 6378

 

Notes:

Note 1	Calculated before amortisation of acquired intangibles of £3.93m (2016: £2.73m), exceptional reorganisation costs of £4.73m (2016: £1.05m), exceptional impairment of development costs of £4.54m (2016: £nil), acquisition costs of £0.31m (2016: £0.49m) and release of contingent consideration of £0.39m (2016: £nil).
Note 2	Calculated before amortisation of acquired intangibles (net of tax) of £3.04m (2016: £2.19m), exceptional reorganisation costs (net of tax) of £3.83m (2016: £0.84m), exceptional impairment of development costs £3.68m (2016: £nil), acquisition costs (net of tax) of £0.31m (2016: £0.49m) and release of contingent consideration (net of tax) of £0.39m (2016: £nil).
Note 3	Net debt is gross debt net of cash and cash equivalents.
	The comparatives are for the year ended 30 June 2016.

 

 

CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT

 

Overview

 

K3 has undergone significant change over the last 18 months. We have reshaped the Group including the leadership team, creating a simpler, more integrated and streamlined structure, and have removed substantial costs. We have also redefined our growth strategy, IP development roadmap, and are improving our customer delivery capability. In addition, we completed a share placing and open offer to qualifying shareholders. While these initiatives have involved substantial one-off costs, as well as internal cultural change, we are encouraged by the progress made to date and the opportunities ahead.

 

We see scope for further operational improvements but believe that K3 is now substantially better positioned for long-term revenue growth, higher quality earnings and improved cash generation.    

 

Market Positioning

 

K3 is a leading provider of mission-critical Enterprise Resource Planning ("ERP") and other business solutions to customers across the supply chain, including retailers, manufacturers and distributors. We support c.3,700 customers predominantly based in the UK, but also in Europe, the Far East and the USA. We deploy our business solutions, which are mainly built on Microsoft, Sage and SYSPRO solutions, both directly to customers and through channel partners. Once installed, our solutions generate high levels of recurring revenues through annual software maintenance renewals, support contracts and hosting.

 

Strategic Refocusing and Organisational Changes

 

Building upon these foundations, during the period under review, we began to implement significant organisational changes to the business, and strategically refocused K3's growth plans. 

 

A core element of our growth strategy is to increase revenues from own intellectual property ("IP").  Our IP is embedded within specific third party ERP solutions, including Microsoft and SYSPRO's, to provide sector specific functionality. It differentiates our solutions, underpins stronger customer relationships, and generates higher margins and recurring revenues. While we will continue to build on this model, an important part of extending our software roadmap is the growth of our own stand-alone 'point' solutions, and in particular,  our cloud-native delivery platform, 'Imagine', and our cloud-native applications, which have been specifically developed to perform in the cloud. 

 

As we previously reported, 'Imagine' is an exciting 'next generation' delivery platform, which enables us to embrace fully the opportunities that the increasing shift to the cloud brings, and places us at the forefront of cloud-native development.  What is especially relevant is that it is system agnostic, capable of swift integration with any IT infrastructure a customer may already have.  Customers therefore do not need to replace core systems, unlike traditional models. We have developed a cloud-native suite of solutions that is built for our platform and provides highly advanced functionality. The whole offering therefore enables customers to adopt innovative solutions and applications rapidly and flexibly. It also offers them a faster return-on-investment and extends the life of their previous IT investments. We intend to develop additional applications for Imagine in order to broaden the scope and target market of our existing solutions set, and view its growth potential very positively.

 

In reviewing our market approach for our Enterprise-related software offering, ax l is fashion, (a K3 own IP add-on to a Microsoft core ERP product), we are renewing our focus on building strategic relationships with System Integrators ("SI"). These relationships enable us to capture more efficiently the sales potential of this market-leading product. SI's will provide implementation and support services while we retain IP-related income streams and provide industry specific expertise. Helped by this increased focus on SIs, we are pleased to report that we saw significantly improved sales momentum for ax I is fashion towards the end of the reporting period and an encouraging number of contracts have closed since then.

 

As previously reported, we undertook a review of the Group's resources as part of our process of simplifying and integrating the Group's operations. This review was completed in December 2017, and we have subsequently combined our Microsoft Dynamics businesses (AX, NAV and CRM) into a single practice. This should also enhance our customer service capability.

 

Other changes that resulted from our review included the integration of all software development and own IP management functions into a single Group-level IP unit.  We also created a single team to support sales of our Software-as-a-Service ("SaaS") offering, as well as a single support team for SaaS.    

 

We are confident that these initiatives will improve both the sales process and operational efficiencies.

 

We have materially reduced our cost base over the period, delivering savings in excess of £5.0m on an annualised basis. Over 2018, we plan to add resource selectively to support sales demand. 

 

Financial Results

These results cover the 17-month trading period to 30 November 2017. This extended period reflects the transition to the new accounting reference date of 30 November from 30 June. As we previously reported, given K3's key selling periods of December and June, the change of date will enable the Board to provide shareholders with a more informed view of the Company's trading outlook when reporting full year and half year results.

K3's results for the period are an adjusted loss from operations^*1 of £1.67m (2016: adjusted profit from operations^*1 of £9.50m).  We incurred significant charges in the period, which related to our comprehensive review and reorganisation programme, and they included: £4.73m of exceptional reorganisation costs (2016: £1.05m), £4.54m of exceptional impairment of development costs (2016: £nil), and £3.93m of amortisation of acquired intangibles (2016: £2.73m). After these and other charges, the loss from operations was £14.78m (2016: profit from operations of £5.23m). The exceptional reorganisation costs will deliver savings of £5.0m on an annualised basis and the impairment of development costs was taken against products that are no longer core to the Group's strategy.  The adjusted loss per share^*2 was 7.7p (2016: adjusted earnings per share^*2 of 23.5p), and the basic loss per share was 35.3p (2016: earnings per share of 12.6p).

The major factors influencing the outcome for the period are discussed in the Operational Review and include market disruption, caused by the industry's shift away from 'on-premise' technology to cloud-based delivery, and a softening in end-markets. Gross margins were adversely impacted by both the significant reduction in software licence sales, which are typically higher margin, and excess resource capacity in services and implementation.  

 

Balance Sheet and Focus on Cash Generation

 

Cash generation is a major focus and we are making good progress in improving working capital, primarily by reducing debtor days and accrued income.  Reflecting our initiatives to improve cash generation, as well as the July 2017 fund raising, net debt has been significantly reduced and stood at £4.3m at 30 November 2017. This compared to net debt of £15.6m at 30 June 2017 (30 June 2016: £8.9m). 

 

Our placing and open offer to qualifying shareholders, completed in July 2017, raised a total of £7.75m net, with an additional £0.66m invested in K3 through an exercise of warrants and a debt-to-equity conversion of £0.64m.

 

Dividend

 

The Board is pleased to propose a final (and total) dividend for the financial period of 1.4p per share. This dividend will become payable, subject to shareholder approval, on the 15 June 2018 to shareholders on the register on 18 May 2018.

 

K3's Annual General Meeting will be held on 30 May 2018 at 10.30am at the Group's offices at Baltimore House, 50 Kansas Avenue, Manchester, M50 2GL.

 

Board Changes

 

There have been a number of Board over the 17 months to 30 November 2017. In October 2016, Adalsteinn Valdimarsson assumed the role of Chief Executive Officer, having joined K3 as a Non-Executive Director in July 2016. Robert Price, who joined K3 as Chief Financial Officer in October 2016 (in a non-Board capacity), was appointed to the Board as Finance Director in July 2017.  David Bolton, previously Chairman, and Lars-Olof Norell, previously Non-Executive Director, both retired from the Company. I was appointed to the Board in April 2017 and became interim Chairman in July 2017, becoming permanent Chairman in December 2017. 

 

Staff

 

On behalf of the Board, I would like to thank all K3's employees for their hard work and commitment during this period of change.  It has been tremendous and our skilled teams remain the foundation on which the Company will continue to develop and grow.

 

Outlook

 

K3 has undergone significant change and is focused on continuing to improve its performance. While there is still work to be done in implementing our growth initiatives, we believe that the Group is now better positioned to drive own IP sales and recurring income, which currently stands at nearly half the Group's total revenues. 

 

The Group's revenue profile is changing as the move away from 'on-premise' solutions accelerates and customers increasingly adopt consumption-based models. In the short term, this will decrease the Group's rate of revenue growth but the long term effect is highly beneficial, with revenue flows becoming more predictable and the customer relationship expected to deepen and broaden.

 

Trading since the period end has been encouraging, especially with our own IP product sales. In particular, three ax I is deals were signed in the first quarter of the new financial year compared to seven in the 17 months to November 2017, and our cloud-native Imagine offering is seeing encouraging traction. More widely, we view prospects for our solutions offerings positively, underpinned by the steps we have taken to improve the Group's operational performance.

 

We remain confident about prospects for continuing progress over the year ahead. We also highlight the bias in the Group's earnings, which is now weighted to the second half of the financial year. This corresponds to the timing of annual software licence and support renewals in our SYSPRO operations.    

 

S Darling

Chairman

 

26 March 2018

 

Notes:

 

*1	Group adjusted loss from operations is calculated before amortisation of acquired intangibles of £3.93m (2016: £2.73m), exceptional reorganisation costs of £4.73m (2016: £1.05m), exceptional impairment of development costs of £4.54m (2016: £nil), acquisition costs of £0.31m (2016: £0.49m) and release of contingent consideration of £0.39m (2016: £nil).
*2	Group adjusted loss per share is calculated before amortisation of acquired intangibles (net of tax) of £3.04m (2016: £2.19m), exceptional reorganisation costs (net of tax) of £3.83m (2016: £0.84m), exceptional impairment of development costs £3.68m (2016: £nil), acquisition costs (net of tax) of £0.31m (2016: £0.49m) and release of contingent consideration (net of tax) of £0.39m (2016: £nil).
	Note: The comparatives for 2016 are for the year ended 30 June 2016.

 

 

 

Operational Review

 

Reflecting our decision to create a simpler, more integrated approach to sales and support, as well as our objective to drive own IP sales, K3's operational results are now presented under the following two segments:

 

	Revenue		Gross profit		Adjusted Profit
	2017	2016	2017	2016	2017	2016
	£m	£m	£m	£m	£m	£m
Own IP**3	23.4	12.4	15.0	8.4	0.2	2.7
Supply chain solutions & managed services*4	94.8	76.8	46.0	40.2	(0.1)	7.6
HQ					(1.7)	(0.8)
Total	118.2	89.2	61.0	48.6	(1.6)	9.5
	2017	2016
Gross margin	51.6%	54.4%
Recurring revenue: as a percentage of total revenue	48.7%	46.7%
Own IP revenues: as a percentage of total revenue	19.8%	13.9%
Own IP gross margin: as a percentage of total gross profit	24.6%	17.2%

 

 

*Own IP revenues includes initial and annual software licences and those additional revenues which flow directly from K3 IP.

 

Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

 

Recurring revenue as a percentage of the Group's total revenues over the 17 months to 30 November 2017 increased to 48.7% (2016: 46.7%).  Encouragingly, revenue from our own IP accounted for 19.8% of K3's total revenues and rose sharply from 13.9% in 2016. Own IP gross margin accounted for 24.6% of the Group's total gross margin, up by 7.4 percentage points from 17.2% in 2016.

 

Supply Chain Solutions & Managed Services 

 

K3's business solutions and managed services are tailored to the requirement of the supply chain industry, including retailers, manufacturers and distributors.  The Group's core offering is based on Microsoft, SYSPRO and Sage solutions.

 

	Revenue (£m)			Gross profit (£m)			Gross margin
	2017	2016		2017	2016		2017	2016
Software licences	10.4	13.3		5.6	8.3		54.0%	62.2%
Services	34.7	23.1		8.8	7.2		25.3%	31.0%
Recurring *	45.4	35.9		30.5	23.6		67.0%	65.8%
Hardware and other	4.3	4.5		1.1	1.1		26.7%	24.7%
Total	94.8	76.8		46.0	40.2		48.4%	52.3%
*Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

 

	2017	2016
Adjusted (loss)/profit from operations*4 (£m)	(0.1)	7.6
Recurring revenue as % of total revenues	47.9%	46.7%
Customer adds (like-for-like)	87	160

 

 

K3's financial performance over the period was adversely affected by a number of high value contract tenders in the Enterprise space not closing as expected.  Part of the reason for this was the disruption caused by the gear-shift in how technology is being delivered, with the model changing from 'on-premise' technology to cloud-based delivery.  Alongside this is the associated move to the consumption/subscription model, away from large up-front software licence payments. This disruption caused a significant lengthening in customers' decision-making processes for large deals. However, we also experienced a general softening in end-markets. The sharp drop in software licence revenues reflects the unexpected shortfall in sales. Gross margins were doubly hit, not only by the effect of a lower proportion of higher margin software licence sales in the mix, but also excess resource capacity in services and implementation. Recurring revenue was adversely impacted by the shortfall in sales.   However, recurring revenues as a proportion of total revenues, which provides core stability to the business, improved.

 

Our Global Accounts business, which includes our relationship with Inter IKEA Systems B.V. (the owner and franchisor of the IKEA concept) and the Inter IKEA Concept franchisees, performed well. With the continuing expansion of the IKEA franchisee network, we anticipate a high level of activity here.    

 

The SYSPRO business generates strong cash flows and delivered good results. Customer renewals of software licences continued to be high, at 98% (2016: 98%). Sage X3 continued to grow and we are now recruiting talent from abroad, given the shortage in the UK for delivery resource.  As we previously reported, we restructured Business Solutions to focus on the Microsoft Dynamics/Navision SME space and that unit is now seeing an improvement in its profitability, which will be accelerated with the creation of a single Microsoft Dynamics practice.

 

We previously highlighted that the move towards cloud-based consumption licensing has positive long-term implications for the Group. This is because the lifetime value of customer relationships under this new model has the potential to be significantly higher, compared to the traditional model of perpetual software licences (typically paid upfront, at the commencement of a relationship). However, this shift will affect the Group's rate of reported revenue growth since income from cloud/consumption-based contracts is recognised over longer periods. The pace of uptake of consumption-based contracts has increased over the period, especially in the Microsoft Dynamics space where we are now seeing the majority of new contracts signed on this basis.

 

Own IP

 

K3 has developed in-house, or acquired the IP rights to, software products, which the Company sells on a standalone basis or as part of its integrated suite of solutions. In addition K3's core ERP solutions are typically enhanced and enriched by our own IP for specific industry segments. This gives us our solutions a competitive advantage and differentiation.  

 

	Revenue (£m)			Gross profit (£m)			Gross margin
	2017	2016		2017	2016		2017	2016
Software licences	2.9	2.9		2.6	2.7		88.4%	92.9%
Services	3.4	2.6		1.3	1.0		38.2%	36.4%
Recurring *	12.1	5.8		9.2	4.4		76.0%	76.9%
Hardware and other	5.0	1.1		1.9	0.3		38.4%	25.2%
Total	23.4	12.4		15.0	8.4		64.1%	67.7%
*Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

 

	2017	2016
Adjusted profit from operations*3 (£m)	0.2	2.7
Recurring revenue as % of total revenues	52.0%	46.2%
Customer adds (like-for-like)	340	38

 

 

Total revenue from own IP over the 17 month period amounted to £23.4m (2016: £12.4m), with the period also benefiting from contributions from two acquisitions, Merac, acquired in July 2016 and DdD Retail, which was added in April 2016. These acquisitions contributed a combined £10.1m to own IP revenues over this period, including £5.2m of recurring revenues. As well as bringing additional valuable, wholly-owned IP, both acquisitions have added new customer bases. Recurring revenues from own IP as a proportion of total revenues increased by 5.7%.  Gross margins for own IP were slightly lower than last year due to the lower proportion of revenue coming from software sales on which the gross margin is highest.

 

Sales of Pebblestone, our leading business software for the mid-market fashion industry, which we also sell through channel partners, were particularly strong.  As previously highlighted, sales of ax l is fashion, which are typically large contracts, suffered from the softness in the Enterprise space and customers taking longer to deliberate between cloud or 'on-premise' technology. However ax I is fashion deal closure improved significantly towards the end of the reporting period and a number of large contracts were secured including with Jack Wolfskin, Lifestyle Sports and Eton Shirts. Two of these contracts were delivered through our channel partners.  We have continued to see good deal closure since the period end, with three ax|is contracts signed, including SanMar in the USA, and the pipeline for ax I is remains encouraging.

 

The development of Imagine, our cloud-native, ERP agnostic platform has been an important step for us. The platform enables us to integrate leading-edge 'module' solutions into customers' existing infrastructure swiftly and cost-effectively. In this way, we can bring product innovation and the full power of the cloud to customers in a commercially and operationally attractive way.  Our first suite of modules for Imagine are based around our retail offerings and we intend to develop further functionally-rich modules to broaden the scope of our offering.  We expect the Imagine platform to become a cornerstone of our IP strategy and, in total, we now have circa 13 customers live on Imagine.

 

 

Central Costs

 

Central costs include directors' costs, human resources, accounting and legal personnel, and the costs associated with running a PLC, including financing. Costs are stated net of recovery of elements recharged to operating units. Central costs^*5 for the 17 month period amounted to £1.7m (2016: £0.8m), with the significant rise reflecting our centralisation programme.

 

 

Outlook

 

We remain focused on improving the Group's performance and in particular driving own IP revenues and are confident of continuing progress. We are encouraged by the progress made by own IP business units and the recent deals closed in ax I is fashion. We are now seeing stronger migration by customers to cloud-based solutions from 'on-premise' systems, and, while this represents an adjustment for the business in the near term, it will enhance our customer relationships and contribute high quality revenue streams.

 

 

Adalsteinn Valdimarsson

Chief Executive Officer

 

 

Notes

*3	Own IP adjusted profit from operations is calculated before amortisation of acquired intangibles of £1.83m (2016: £0.44m), exceptional reorganisation costs of £0.25m (2016: £0.02m), exceptional impairment of development costs of £1.59m (2016: £nil), acquisition costs of £nil (2016: £0.29m), and release of contingent consideration of £0.39m (2016: £nil).
*4	Supply Chain Solutions & Managed Services adjusted loss from operations is calculated before amortisation of acquired intangibles of £2.10m (2016: £2.30m), exceptional reorganisation costs of £2.93m (2016: £0.92m), and exceptional impairment of development costs of £2.95m (2016: £nil).
*5	Head office costs are calculated before exceptional reorganisation costs of £1.56m (2016: £0.11m) and acquisition costs of £0.31m (2016: £0.20m)
	Note: The comparatives for 2016 are for the year ended 30 June 2016.

 

 

 

CONSOLIDATED INCOME STATEMENT For the period ended 30 November 2017   Notes 17 months ended 30 November 2017 Year ended 30 June 2016 £'000 £'000 Revenue 118,176 89,175 Cost of sales (57,197) (40,636) Gross profit   60,979 48,539 Administrative expenses (75,762) (43,310) Adjusted (loss)/profit from operations (1,666) 9,501 Amortisation of acquired intangibles (3,930) (2,734) Acquisition costs 1 (308) (492) Exceptional reorganisation costs 1 (4,731) (1,046) Exceptional impairment charge 1 (4,541) - Release of contingent consideration 1 393 - (Loss)/profit from operations (14,783) 5,229 Finance expense (1,360) (701) (Loss)/profit before taxation (16,143) 4,528 Tax credit/(expense) 2 2,773 (425) (Loss)/profit for the period (13,370) 4,103     All of the profit for the period is attributable to equity shareholders of the parent.   (Loss)/earnings per share   Basic 3 (35.3)p 12.6p Diluted 3 (35.3)p 12.3p     CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the period ended 30 November 2017   17 months ended 30 November 2017 Year ended 30 June 2016 £'000 £'000 (Loss)/profit for the period (13,370) 4,103 Other comprehensive income/(expense) Exchange differences on translation of foreign operations 1,110 3,073 Other comprehensive income/(expense) 1,110 3,073 Total comprehensive (expense)/income for the period (12,260) 7,176   All of the total comprehensive (expense)/income is attributable to equity holders of the parent.  All of the other comprehensive income will be reclassified subsequently to profit or loss when specific conditions are met. None of the items within other comprehensive (expense)/income had a tax impact.             CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 November 2017     Notes 30 November 2017 30 June 2016     £'000 £'000 ASSETS       Non-current assets       Property, plant and equipment   2,479 2,389 Goodwill   51,019 48,793 Other intangible assets   20,539 26,369 Deferred tax assets   1,281 423 Available-for-sale investments   98 98 Total non-current assets   75,416 78,072 Current assets       Trade and other receivables   30,429 40,923 Cash and cash equivalents   1,941 2,772 Total current assets   32,370 43,695 Total assets   107,786 121,767   LIABILITIES   Non-current liabilities Long-term borrowings 4 6,170 8,272 Deferred tax liabilities   2,524 3,753 Total non-current liabilities   8,694 12,025 Current liabilities       Trade and other payables 5 29,249 32,824 Current tax liabilities   127 132 Short-term borrowings 4 59 3,376 Total current liabilities   29,435 36,332 Total liabilities   38,129 48,357   EQUITY Share capital   10,737 9,000 Share premium account   28,897 21,586 Other reserves   10,448 10,448 Translation reserve   2,186 1,076 Retained earnings   17,389 31,300 Total equity attributable to equity holders of the parent   69,657 73,410 Total equity and liabilities   107,786 121,767                                         CONSOLIDATED STATEMENT OF CASHFLOWS For the period ended 30 November 2017       Notes     17 months ended 30 November 2017     Year ended 30 June 2016 £'000 £'000 Cash flows from operating activities (Loss)/profit for the period (13,370) 4,103 Adjustments for: Share-based payments charge 67 28 Depreciation of property, plant and equipment 1,373 971 Amortisation and impairment of intangible assets and development expenditure 13,481 5,077 Loss on sale of property, plant and equipment - 4 Finance expense 1,360 701 Tax (credit)/expense (2,773) 425 Decrease/(increase) in trade and other receivables 10,022 (5,977) (Decrease)/increase in trade and other payables (4,206) 170 Cash from operations 7 5,954 5,502 Finance expense paid (1,237) (783) Income taxes paid 356 (688) Net cash generated from operating activities 5,073 4,031 Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired (989) (7,401) Development expenditure capitalised (6,158) (4,642) Purchase of property, plant and equipment                          (1,307) (916) Net cash used in investing activities (8,454) (12,959) Cash flows from financing activities Net proceeds from issue of share capital 8,408 13,175 Proceeds from long-term borrowings 5,715 - Payment of long-term borrowings (10,885) (2,928) Payment of finance lease liabilities (77) (12) Dividends paid (630) (477) Net cash from financing activities 2,531 9,758 Net change in cash and cash equivalents (850) 830 Cash and cash equivalents at start of period 2,772 1,895 Exchange gains (losses) on cash and cash equivalents 19 47 Cash and cash equivalents at end of period 1,941 2,772                                   CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the period ended 30 November 2017   Share capital Share premium Other reserve Translation reserve Retained earnings Total equity £'000 £'000 £'000 £'000 £'000 £'000 At 30 June 2015 7,949 9,462 10,448 (1,997) 27,633 53,495 Changes in equity for year ended 30 June 2016 Profit for the year - - - - 4,103 4,103 Other comprehensive income for the year - - - 3,073 - 3,073 Total comprehensive income - - - 3,073 4,103 7,176 Share-based payment credit - - - - 28 28 Options exercised 28 107 - - - 135 Issue of new shares 1,023 12,017 - - - 13,040 Movement in own shares held - - - - 13 13 Dividends to equity holders - - - - (477) (477) At 30 June 2016 9,000 21,586 10,448 1,076 31,300 73,410 Changes in equity for period ended 30 November 2017 Loss for the period - - - - (13,370) (13,370) Other comprehensive income for the period - - - 1,110 - 1,110 Total comprehensive income - - - 1,110 (13,370) (12,260) Share-based payment credit - - - - 67 67 Warrants exercised 175 488 - - - 663 Conversion of shareholder loan to equity 114 526 - - - 640 Issue of new shares 1,448 6,297 - - - 7,745 Movement in own shares held - - - - 22 22 Dividends to equity holders - - - (630) (630) At 30 November 2017 10,737 28,897 10,448 2,186 17,389 69,657                                       NOTES   1.             (Loss)/profit from operations and exceptional costs   As previously reported, K3 has implemented a programme to simplify and more closely integrate the Group's operations.  In order to achieve this, significant changes were made which resulted in exceptional reorganisation costs of £4.73m, of which the majority were redundancy costs, but which will deliver cost savings of £5.0m on an annualised basis. The reorganisation costs in the prior year of £1.05m related to reorganisational and management changes particularly in the retail division (now part of supply chain solutions and managed services).  Following a review of development costs, the costs relating to certain products that are no longer core to the Group's strategy have been written down to nil at a cost of £4.54m (year ended 30 June 2016: £nil).  This impairment charge has no cash impact.  The Group incurred costs in relation to acquiring new businesses of £0.31m (year ended 30 June 2016: £0.49m).   Contingent consideration not required to be paid of £0.39m (year ended 30 June 2016: £nil) was released.      2.             Tax expense 17 months ended 30 November 2017 Year ended 30 June 2016 £'000 £'000 Current tax (credit)/expense UK corporation tax and income tax of overseas operations on profits for the period (388) 866 Adjustment in respect of prior periods (176) (25) Total current tax expense (564) 841 Deferred tax income Origination and reversal of temporary differences (2,046) (94) Effect of change in rate of deferred tax (163) (322) Total deferred tax income (2,209) (416) Total tax (credit)/expense in current period (2,773) 425   3.             (Loss)/earnings per share   The calculations of (loss)/earnings per share are based on the (loss)/profit for the period and the following numbers of shares:   30 November 2017 30 June 2016 Number of shares Number of shares Denominator Weighted average number of shares used in basic EPS 37,893,951 32,439,624 Effects of: Employee share options and warrants - 798,049 Weighted average number of shares used in diluted EPS 37,893,951 33,237,673     Certain employee options and warrants have not been included in the calculation of diluted EPS because their exercise is contingent on the satisfaction of certain criteria that had not been met at the end of the period.    The alternative earnings per share calculations have been computed because the directors consider that they are useful to shareholders and investors.  These are based on the following (losses)/profits and the above number of shares.           17 months ended 30 November 2017 Year ended 30 June 2016 Earnings Per share amount Basic Per share amount Diluted Earnings Per share amount Basic Per share amount Diluted £000 p p £000 p p Numerator (Loss)/earnings per share (13,370) (35.3) (35.3) 4,103 12.6 12.3 Add back: Amortisation of acquired intangibles (net of tax) 3,037 8.0 8.0 2,190 6.8 6.6 Acquisition costs (net of tax) 308 0.8 0.8 492 1.5 1.5 Exceptional reorganisation costs (net of tax) 3,832 10.1 10.1 837 2.6 2.5 Exceptional impairment charge (net of tax) 3,678 9.7 9.7 - - - Release of contingent consideration (net of tax) (393) (1.0) (1.0) - - - Adjusted EPS (2,908) (7.7) (7.7) 7,622 23.5 22.9     4.             Loans and borrowings        30 November 2017 30 June 2016 £'000 £'000 Non-current Bank loans (secured) 6,124 8,234 Finance lease creditors 46 38 6,170 8,272 Current Bank loans (secured) - 2,718 Finance lease creditors 59 18 Loans from related parties - 640 59 3,376 Total borrowings 6,229 11,648     5.             Trade and other payables - current 30 November 2017 30 June 2016 £'000 £'000 Trade payables 4,739 8,192 Other payables 594 713 Accruals 8,818 9,548 Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost 14,151 18,453 Contingent consideration - 912 Deferred consideration - 25 Other tax and social security taxes 3,961 4,266 Deferred revenue 11,137 9,168 29,249 32,824   6.             Acquisitions   Merac Limited.   On 1 July 2016, the company acquired the entire share capital of Merac Limited. The initial consideration was £1.70m satisfied on completion in cash. Contingent consideration of £0.18m which was dependent on profits generated in the year from 1 April 2016 was paid in full in April 2017.   The following table sets out the book values of the identifiable assets and liabilities acquired and their values to the group.  These have been updated from the provisional fair values included in events after the balance sheet date in the financial statements at 30 June 2016 as, during the measurement period of twelve months following the date of acquisition, the value of intangible assets has been reassessed (an increase of £0.55m), together with the consequent impact on the deferred tax liabilities (an increase of £0.11m).    Fair value £'000 Assets Property, plant and equipment 6 Other intangible assets 1,315 Trade receivables 133 Other current assets 25 Cash and cash equivalents 434 Liabilities Trade and other payables (259) Deferred tax liabilities (263) Net assets 1,391 Consideration Initial cash consideration 1,702 Contingent cash consideration 175 1,877 Goodwill 486 Acquisition costs to be charged to the income statement     41 Net cash outflow arising on acquisition   Cash consideration   1,702 Less cash and cash equivalent balances acquired   (434) 1,268   The intangible assets recognised in the adjustments relate to customer relationships and IP.  £0.26m of the deferred tax liability recognised relates to these intangible assets.  The goodwill is attributable to those intangibles such as the workforce which are not recognised separately.                         7.             Notes to the cash flow statement   Cash flows from operations include acquisition costs and exceptional reorganisation costs arising as a result of acquisitions during the period. The adjusted cash generated from operations has been computed because the directors consider it more useful to shareholders and investors in assessing the underlying operating cash flow of the Group. The adjusted cash generated from operations is calculated as follows: 17 months ended 30 November 2017 Year ended 30 June 2016 £'000 £'000 Cash generated from operating activities 5,954 5,502 Add: Exceptional reorganisation costs 4,731 1,046 Acquisition costs 308 300 Release of contingent consideration (393) - Adjusted cash generated from operations 10,600 6,848   Acquisition of subsidiaries and other business units, net of cash acquired comprises:   17 months ended 30 November 2017 Year ended 30 June 2016 £000 £000 Initial consideration (1,506) (6,802) Cash balances acquired 324 345 Contingent consideration repaid from/(paid into) escrow 393 (863) Contingent and deferred consideration (200) (81) (989) (7,401)   9.             The Board recommends the payment of a dividend of 1.4p per share (year ended 30 June 2016: 1.75p) payable on 15 June 2018 to shareholders on the register on 18 May 2018.   10.          The financial information set out above does not comprise the Company's statutory accounts. The Annual Report and Financial Statements for the year ended 30 June 2016 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for the year ended 30 June 2016 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.   The Independent Auditors' Report on the Annual Report and Financial Statement for the period ended 30 November 2017 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.  These will be delivered to the Registrar of Companies following the annual general meeting.   11.          The Group's full statutory financial statements for 30 November 2017 have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) as endorsed by the European Union ("endorsed IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under endorsed IFRS.  The Group continues to work through the IFRS 15 implications and will provide an update during the coming year.   12.          This preliminary announcement was approved by the Board of directors on [26] March 2018.   13.          The full financial statements will be posted to shareholders on or around [26] April 2018.  Further copies will also be available on its website (www.k3btg.com) and from the Company's registered office at Baltimore House, 50 Kansas Avenue, Manchester, M50 2GL from that date.