Final Results

Clarity Commerce Solutions PLC 03 September 2007 Clarity Commerce Solutions plc Board Statement Clarity Commerce Solutions plc (AIM:CCS), a leading supplier of management software solutions for the entertainment, ticketing, hospitality, retail and leisure sectors, announces its preliminary results for the year ended 31 March 2007. • Turnover increased 10% to £20.8m (2006: £18.9m) • Recurring revenue increased by 10% to £9.1m (2006: £8.3m) • Gross margin increased slightly at 62% (2006: 61%) • Pre-tax loss of £458,000 (2006: profit £953,000) • Basic loss per share of 3.96p (2006: earnings per share 5.81p) • Acquisition of MATRA Systems (Holdings) Ltd in April 2006, expanding the Group's offering Enquiries: Clarity Commerce Solutions Ken Smith, Chief Financial Officer, 01932 778000 Grant Thornton (Nominated Adviser) Fiona Kindness, Director 020 7728 3414 SVS Securities plc (Broker) Jon Cable 020 7638 5600 A FORMATTED VERSION OF THIS ANNOUNCEMENT WILL BE AVAILABLE SHORTLY ON THE COMPANY'S WEBSITE: WWW.CLARITYCOMMERCE.COM Overview Clarity has a wide product portfolio covering a range of market sectors and geographies. The acquisition of MATRA (described below) in April 2006 created a stronger business that has brought considerable advantages to the combined Group. Clarity software is installed in many vertical markets, and consumers experience our products every day, whether they are buying tickets, visiting a health club or golf course, in a restaurant or bar, booking into a hotel or making a purchase from a retailer. However, Clarity has nevertheless suffered a difficult year as a result of contract slippage and cost over-runs in a number of subsidiaries, resulting in poorer performance across the second half of the year, despite a profitable first half. Shareholders will be aware that, shortly after the year-end, a number of shareholders requisitioned an EGM in order to effect certain key changes which they felt would improve the Group's performance. Although each of the resolutions voted on at the EGM held on 31 May 2007 was defeated, the publicity which the process generated served to dent customer confidence, with the result that several prospective contracts were lost or delayed in the process, and internal morale was also damaged. Furthermore, the process proved expensive in terms of advisor and other costs, as well as diverting management focus from the day to day operations of the business for several months, and all of these factors will continue to have a material effect on results in 2007/8. The Board does, however, recognise the validity of certain issues raised during the EGM process, and has actively been making moves to address these concerns. As a direct result of this process, a number of changes were made to strengthen the Clarity Board, with the appointment of a new Chairman, new Deputy Chairman and a Chief Financial Officer, each of whom has strong experience of improving under-performing businesses, thus increasing the Board to four members, inclusive of two non-Executives. Brief biographies of each appointee are shown below. John O'Hara, Chairman, brings with him a wealth of relevant experience. John led the negotiations for Total Hospitality Solutions Limited and Total Hospitality Solutions (UK) Limited, which were acquired by Clarity on 22 May 2007. He has had over 20 years experience across the technology sector in the UK, New Zealand and the US. During that time he has founded, grown and successfully exited three technology companies; one was sold privately, one listed in the US on NASDAQ and one was publicly listed in New Zealand. In 2005 John released a book titled Commercialising Innovation and he holds an honorary Master of Business Innovation and Entrepreneurship degree. Sir Colin Chandler, Deputy Chairman, has many years of valuable experience in the public company arena. He joined easyJet plc in April 2002 and was appointed Chairman in 2002. Until November 2004, he was Non-Executive Deputy Chairman of Smiths Group plc, having been a Non-Executive Director of TI Group since 1992. Sir Colin has been variously Managing Director, Chief Executive and then Chairman of Vickers plc. Earlier in his career, Sir Colin was seconded from British Aerospace to the role of Head of Defence Export Services, Ministry of Defence. He was Chairman of Racal Electronics plc. He is Chairman of TI Automotive Limited, Chairman of Automotive Technik Limited, and is Pro-Chancellor of Cranfield University. He was Knighted in June 1988 for services to export. Ken Smith, CFO, is a member of the Institute of Chartered Accountants of Scotland. Qualifying with Deloittes in Glasgow he spent four years with the firm's Nairobi practice as Senior Manager. Following his return to the UK in 1986, as Group Finance Director of Alphameric plc, he was instrumental in that company's turnaround and return to profitable growth. Since leaving Alphameric in 1996, he has been part-time financial director, or consultant, to a variety of companies in the IT sector, with particular emphasis on fundraising and turnarounds. He was closely involved in the acquisition of Cyntergy Services Limited, which Clarity acquired in 2003. Clarity intends to further strengthen the Board over the forthcoming months in order to reflect its wider portfolio and increased size since the MATRA acquisition. Since its formation on 26 June 2007, the newly-constituted Board has been reviewing the Group's structure, people and processes, as well as its product and marketing strategies. Although this strategic review is not formally complete at this time, it is the Board's intention to ensure the Company is on track for growth in the second half of the 2007/8 financial year. The Board has also begun to review strategy and focus on reducing costs and improving the accountability of individual business units within the Group. The Group is in the process of implementing the selection of suitable business unit managers who are strongly motivated and incentivised to achieve profit and cash generation in their respective market sectors. Financial Highlights After several years of improving financial performance the past financial year saw a dip in Clarity's fortunes, with a loss before tax of £458,000 (2006 profit - £953,000). The loss resulted from delays in the completion of new product development, a slippage of several anticipated contracts and increased costs in a number of divisions. Revenues increased from £18.9m to £20.8m, and gross margin improved slightly to 62% (2006 61%). Gross margins were adversely impacted as a direct result of low margin hardware supplied in terms of roll-out business to a key client; the adjusted gross margin for the Group, excluding this supply, would have been 63.5%. Operating costs increased from £10.4m to £13.0m which gave rise to an Operating Loss of £148,000 (2006 Operating Profit - £1.1m). This increase was almost exclusively due to the inclusion of MATRA within the Group from May 2006 onwards. MATRA added £3.55m to Operating Costs and the Group therefore, on a like for like basis, reduced costs by £950,000 across its continuing operations. However, primarily as a result of trading underperformance and revenue slippage, this meant there was no commensurate increase in turnover in tandem with the increased cost base, and hence the Group recorded a Loss before Tax of £458,000. MATRA acquisition MATRA, a global software and solutions provider was acquired on 29 April 2006 for an initial consideration of £2.5m, and a further £500,000 which has been satisfied by the issue of Clarity shares. In addition, a further £500,000 of Clarity shares were issued during the year in relation to the three year earn out arrangement. MATRA brings to the Group an up to date product range that spans many aspects of the retail sector. MATRA's FREEDOM products, which include point of sale (POS) and related software, have been successfully deployed in Europe, North America, Asia and South Africa. The acquisition therefore strengthens Clarity's international presence, and will help build Clarity's critical mass as a solutions provider in the POS market. MATRA clients operate in the grocery, department store, general merchandising and entertainment chains. Customers include Coop Denmark, Six Flags, Somerfield, Compagnie des Alpe, MoviePark, The John Lewis Partnership, The HMV and Waterstones Group, Focus and Woolworths in South Africa. Their software is a true 'multi-channel' offering, allowing transactions to take place through a variety of devices and technologies. The combination of Clarity and MATRA strengthens the Group's senior management and has added considerable technical expertise. Total Hospitality Solutions acquisition Shortly after the year end, Clarity acquired Total Hospitality Solutions (THS) for an initial consideration of £2.2m, satisfied by the issue of Clarity shares. In addition there is a two year earn out, and the total consideration will not exceed £4m. THS comprises an established New Zealand business, and relatively new UK business, both operating in the provision of property management systems to the hospitality, hotel and events management industry. The Board recognises obvious synergies between THS and its existing leisure and hospitality businesses. This has already been evidenced by a combined sale of the Group's Baron product offering with the THS product offering. It is the intention to fully investigate and exploit the opportunities that this represents. Products and Services Clarity's new .Net ticketing software has recently been accepted in live trading environments in the US, and interest from other outlets in the US is developing rapidly. The Group believes that its product is ideal for this market, and is currently building its sales strategy whilst in close discussion with a number of prospects. The integration of golf, spa, hotels and our food and beverage software into a single division will not only offer cross market sales, but a more integrated product range. This is evidenced by the recent combined Baron/THS sale referred to above. Although the hospitality market has recently been quiet, we are now seeing evidence of interest in replacement solutions. In the leisure sector, our customer base awaits our new leisure solution based on the Microsoft .Net platform. Elements of this software are now working in a live trading environment with a private sector customer, and we have received initial orders from public sector clients. In the retail arena, the integration of Clarity Central with MATRA's software is progressing according to plan with the imminent implementation of the first release with an existing customer. Feedback from our customer base is positive and is helping to prioritise our road map for the further integration work planned. Dividend Policy In view of the loss incurred during the year, no dividend is proposed. Once financial performance has improved it remains the Board's intention to pursue a progressive dividend policy. This is unlikely to occur in the 2007/8 financial year, but remains under constant review. Outlook Clarity has experienced a difficult year. The EGM was inevitably a distraction to the business, diverting management focus from operations for a number of months. It also had the effect of adding costs, and having an adverse impact on revenues and trading during the first half of the current year, mainly due to heightened uncertainty during and immediately after the process. Having due acknowledgement for the concerns raised by the requisitionists, and by implementing our own strategy, confidence is slowly returning and the Board anticipates that the cost-reduction programme commenced in July 2007, together with the revised strategy being introduced, will result in an enhanced Group performance in the medium term. Despite concerns as a result of the adverse publicity surrounding the EGM, discussions are currently under way with a number of key prospects. The Board expects to announce some successes in the near future. With the appointment of Grant Thornton as Nominated Advisor and SVS Securities as stockbroker, and the empowerment of some highly talented individuals within the Group, the Directors believe that a strong core team is in place, with the requisite skills and experience to achieve a significant improvement in the Group's financial performance and subsequent results. The Board would particularly like to take the opportunity to thank Clarity's staff for their patience and commitment during a difficult period. Clarity Commerce Solutions plc. Consolidated Profit and Loss Account FOr the Year Ended 31 March 2007 Year ended Year ended 31 March 2007 31 March 2006 £' 000 £' 000 Turnover - continuing operations 16,401 18,884 - acquisitions 4,402 - 20,803 18,884 Cost of sales (7,919) (7,361) Gross Profit 12,884 11,523 Operating costs (13,032) (10,414) Operating (loss)/profit (148) 1,109 Operating (loss)/profit analysed between: - continuing operations (581) 1,109 - acquisitions 433 - (148) 1,109 Operating (loss)/profit from continuing operations before (581) 1,358 impairment of goodwill Continuing operations - impairment of goodwill - (249) Operating profit from acquired operations 433 - Operating (loss)/profit after impairment of goodwill (148) 1,109 Interest receivable 560 506 Interest payable (870) (662) (310) (156) (Loss)/Profit on ordinary activities before taxation (458) 953 Taxation on profit on ordinary activities (332) (3) Retained (loss)/profit for the year (790) 950 (Loss)/Profit on ordinary activities before impairment of (458) 1,202 goodwill and taxation Impairment of goodwill - (249) (Loss)/Profit on ordinary activities before taxation (458) 953 (Loss)/Profit per ordinary share - basic (3.96)p 5.81p - diluted (3.96)p 5.80p Dividends per share - - Clarity Commerce Solutions plc. Consolidated Balance Sheet as at 31 March 2007 As at As at 31 March 2007 31 March 2006 £'000 £'000 Fixed assets Intangible assets 16,496 11,352 Tangible assets 583 563 17,079 11,915 Current Assets Stocks 711 600 Debtors 5,731 6,778 Cash at bank and in hand 351 852 6,793 8,230 Creditors: amounts falling due within one year (7,399) (8,100) Net current (liabilities)/assets (606) 130 Total assets less current liabilities 16,473 12,045 Creditors: amounts falling due after more than one year (4,177) (1,691) Provisions for liabilities and charges (41) (34) 12,255 10,320 Capital and reserves Called up share capital 5,271 4,084 Share premium account 7,742 5,974 Profit and loss account (758) 262 Equity shareholders' funds 12,255 10,320 Clarity Commerce Solutions plc. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2007 Year ended Year ended 31 March 2007 31 March 2006 £' 000 £' 000 Net cash inflow from operating activities 134 884 Returns on investments and servicing of finance Interest received 528 506 Interest paid (772) (595) Interest element of hire purchase and finance leases (4) (2) Net cash outflow from returns on investments and servicing of finance (248) (91) Taxation (51) (10) Capital expenditure and financial investment Purchase of tangible fixed assets (138) (200) Sale of tangible fixed assets 8 - Net cash outflow from capital expenditure and financial investment (130) (200) Acquisitions Purchase of subsidiary undertakings (3,151) (110) Cash at bank acquired with subsidiaries 374 - Net cash outflow from acquisitions (2,777) (110) Net cash (outflow)/inflow before management of liquid resources and financing (3,072) 473 Management of liquid resources Movement in blocked cash collateral account 582 75 Financing Issue of share capital (net of costs) 1,817 - New secured loan 2,425 - Repayment of loan notes (699) (646) Capital element of finance leases (7) (5) Bank loan repayments (1,339) (304) Net cash inflow/(outflow) from financing 2,197 (955) Decrease in cash (293) (407) Notes to the Financial Statements: 1. These preliminary results have been prepared in accordance with UK GAAP. 2. UK Corporation Tax has been provided on the results for the year at 30% and overseas tax at applicable rates. 3. The Directors do not recommend the payment of a dividend. 4. Earnings per ordinary share: Basic loss per share for the year ended 31 March 2007 is calculated by dviding the loss for the year of £790,000 (2006: profit £950,000) by 19,955,595 (2006: 16,338,086) being the weighted average number of shares in issue during the year. The weighted average number of ordinary shares in issue has been adjusted to assume conversion of those shares to be issued as well as all dilutive potential ordinary shares. Diluted earnings per share is calculated by dividing the loss for the year of £790,000 (2006: profit £950,000) by the weighted diluted average number of shares being 19,955,595 (2006: 16,381,088). 5. The Annual General Meeting will be held on 29 November 2007. 6. The Annual Report and Accounts will be posted to shareholders shortly. Further copies will be available on request from the Company's Registered Office: Clarity Commerce Solutions plc, Hooper House, Hatch Warren Farm, Hatch Warren Lane, Hatch Warren, Basingstoke RG22 4RA. 7. The financial information set out above does not comprise the Company's full statutory accounts within the meaning of Section 240 of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange
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