Interim Results

GETECH Group plc 31 March 2008 GETECH GROUP PLC INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 JANUARY 2008 Corporate statement Founded in 1986, GETECH Group plc is a leading geoscience service company providing gravity and magnetic data and petroleum systems interpretation services to the oil and mining exploration industries. By making use of our data products and services early in their programmes, exploration companies can be more cost effective and focused in their decision making. HIGHLIGHTS • Turnover for six months: £2,235,000 (six months ended 31 January 2007: £826,000). • Profit before tax: £603,000 (six months ended 31 January 2007: loss £21,000). • Interim dividend of 0.6p per share (2007: interim 0.4p, final 0.8p). • Further licence of Arctic Shelf aeromagnetic data at a price close to £900,000. • Board strengthened by the appointment of R Wolfson as CEO and P Markwick as Geological Director. For further information, please contact: GETECH Group plc Derek Fairhead, Executive Chairman 0113 322 2200 Raymond Wolfson, Chief Executive 0113 322 2200 WH Ireland Limited Richard Lindley 0113 394 6628 CHAIRMAN'S STATEMENT I report the interim accounts of GETECH Group plc and its subsidiary company (collectively 'GETECH'), the oil services business specialising in the provision of data, studies and services to the oil and mining exploration sectors, for the six month period to 31 January 2008. Results GETECH is pleased to report a group profit before tax of £603,630 (six months ended 31 January 2007: loss of £21,214) after interest receivable of £32,267 (six months ended 31 January 2007: £91,940) on turnover of £2,235,275 (six months ended 31 January 2007: £825,811). The post-tax profit was £413,897 (six months ended 31 January 2007: profit of £23,786). The accounts have been prepared under IFRS, and I am pleased to report that no significant adjustments to the results were required. Dividend Your Board remains confident for the future and recommends an increased interim dividend of 0.6p per share, costing £166,153, on 8 May 2008 to shareholders on the register at 11 April 2008. Business review In line with our expectations, GETECH obtained a further order (total of two orders to date) for the Russian Arctic Shelf Aeromagnetic data and this was delivered and invoiced in December at a price close to £900,000. Three major petroleum systems ('PSEG') studies will be completed in the current financial year. Advance marketing of these and other new studies has resulted in substantial pre-commitment orders from major oil companies, and we are confident that this demonstrates the high regard in which our first set of completed studies was held. Overall, demand for the GETECH studies, services and data remains strong but we continue to be dependent on the combination of a stream of modest sized orders and the occasional very substantial order. Outlook Our reputation in the field of gravity and magnetic data and interpretation studies continues to be excellent. The substantial level of pre-commitments to our new studies gives us confidence that we have also established our credibility in the field of petroleum systems studies. We regard this as the first major step in broadening our presence in the market. We now believe we are in a strong position to take forward various strands of our strategy for medium term growth. We continue to nurture our international relationships, particularly in Russia and China, and anticipate further opportunities crystallising in the near future. We are enhancing our portfolio of petroleum systems studies and we are actively examining various forms of acquisition. Whilst we are very pleased with the result to January 2008, the outcome for the full financial year remains dependent on a number of significant contracts coming to fruition. The background of the strong oil price, the imperative to discover new reserves and the pattern of purchases of GETECH's new and existing datasets and studies, leads GETECH to view the coming months and years with confidence. Peter Stephens Chairman 28 March 2008 CONDENSED CONSOLIDATED INCOME STATEMENT for the six months ended 31 January 2008 Six months Six months Year ended ended ended 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Revenue 2,235 826 3,561 Cost of sales (578) (124) (971) Gross profit 1,657 702 2,590 Administrative costs (1,086) (815) (1,944 ) Operating profit/(loss) 571 (113) 646 Finance income 32 92 159 Profit/(loss) before tax 603 (21) 805 Income tax expense (189) 45 (183) Profit for the period attributable to equity holders of the parent 414 24 622 Earnings per share: p p p Basic earnings per share 1.50 0.09 2.25 Diluted earnings per share 1.38 0.09 2.13 CONDENSED CONSOLIDATED STATEMENT OF TOTAL RECOGNISED INCOME AND EXPENSE for the six months ended 31 January 2008 Six months Six months Year ended ended ended 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Currency translation differences 1 - (22) Net expense recognised directly in equity 1 - (22) Profit for the period 414 24 622 Total recognised income and expense for the period attributable to equity holders of the parent 415 24 600 All activities relate to continuing operations. CONDENSED CONSOLIDATED INTERIM BALANCE SHEET as at 31 January 2008 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Assets Non-current assets Property, plant and equipment 2,805 46 2,800 Goodwill 1 1 1 Deferred tax assets - 60 60 2,806 107 2,861 Current assets Inventories 344 300 193 Trade and other receivables 1,852 1,930 2,038 Other current assets 22 24 22 Cash and cash equivalents 1,589 3,806 921 3,807 6,060 3,174 Total assets 6,613 6,167 6,035 Liabilities Current liabilities Trade and other payables 1,906 2,001 1,422 Current tax payable 125 290 250 2,031 2,291 1,672 Total liabilities 2,031 2,291 1,672 Net assets 4,582 3,876 4,363 Equity Equity attributable to shareholders of the parent Share capital 69 69 69 Share premium account 2,461 2,461 2,461 Share option reserve 105 58 79 Currency translation reserve (21) - (22) Retained earnings 1,968 1,288 1,776 Total equity 4,582 3,876 4,363 CONDENSED CONSOLIDATED INTERIM BALANCE SHEET for the six months ended 31 January 2008 Six months Six months Year ended ended ended 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Cash flows from operating activities Operating profit/(loss) 571 (113) 646 Adjustments for: Cost of share option schemes 26 20 41 Depreciation charges 36 11 33 Exchange adjustments 1 - (20) (Increase) in inventories (151) (133) (26) Decrease/(increase) in debtors 186 (1,122) (1,230) Decrease in investments - - 2 Increase in creditors 484 919 340 Cash generated from/(used in) operations 1,153 (418) (214) Income taxes paid (254) - (268) Net cash generated from/(used in) operating activities 899 (418) (482) Cash flows from investing activities Purchase of property, plant and equipment (41) (20) (2,797) Interest received 32 92 159 Net cash (used in)/generated from investing activities (9) 72 (2,638) Cash flows from financing activities Dividends paid (222) (166) (277) Net cash (used in)/generated from financing activities (222) (166) (277) Net increase/(decrease) in cash and cash equivalents 668 (512) (3,397) Cash and cash equivalents at beginning of period 921 4,318 4,318 Cash and cash equivalents at end of period 1,589 3,806 921 NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 JANUARY 2008 1 Nature of operations The principal activity of GETECH Group plc and its subsidiary company Geophysical Exploration Technology Inc (collectively 'GETECH' or 'the Group') is the provision of exploration data and services, including gravity and magnetic data and petroleum systems evaluations, to the oil and mineral industry. 2 General information GETECH Group plc, a limited liability company, is the Group's ultimate parent company. It is incorporated in England and Wales and domiciled in England (CRN: 2891368). The address of its registered office is Convention House, St. Mary's Street, Leeds LS9 7DP. Its principal place of business is Kitson House, Elmete Hall, Elmete Lane, Leeds LS8 2LJ. GETECH Group plc shares are admitted to trading on the London Stock Exchange's AIM. The financial information set out in this interim report does not constitute statutory financial statements as defined in S240 of the Companies Act 1985. The interim financial statements, which have been neither audited nor reviewed by the Group's auditors, have been approved by the Board. The Group's statutory financial statements for the year ended 31 July 2007, prepared under UK GAAP, have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under S237(2) of the Companies Act 1985. 3 Basis of preparation These condensed consolidated interim financial statements are for the six months ended 31 January 2008. They have been prepared in accordance with the requirements of IFRS 1 'First-time Adoption of International Financial Reporting Standards' relevant to interim reports, because they are part of the period covered by the Group's first IFRS financial statements for the year ended 31 July 2008. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 July 2007. These condensed consolidated interim financial statements have been prepared under the historical cost convention. These condensed consolidated interim financial statements (the interim financial statements) have been prepared in accordance with the accounting policies set out below. They are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU) and which are, or are expected to be, effective at 31 July 2008, the first annual reporting date at which the Group is required to use IFRS accounting standards as adopted by the EU. GETECH's consolidated financial statements were prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) until 31 July 2007. The date of transition to IFRS was 1 August 2006 and the comparative figures in respect of 2007 have been restated to reflect changes in accounting policies as a result of adoption of IFRS. The disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS are given in the reconciliation schedules and are presented and explained in note 6. The accounting policies have been applied consistently throughout the Group for the purpose of preparation of these condensed consolidated interim financial statements. 4 Summary of accounting policies 4.1 Overall considerations The Group has taken advantage of certain exemptions available under IFRS 1 'First-time Adoption of International Financial Reporting Standards'. The exemptions are explained in Note 6.1. The accounting policies that have been applied in the transitional balance sheet at 1 August 2006 have also been applied throughout all periods presented in these financial statements. 4.2 Basis of consolidation The Group financial statements consolidate those of the Company and of its subsidiary undertaking drawn up to 31 January 2008. A subsidiary is an entity controlled by the Group. Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. 4.3 Revenue Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied and services provided, excluding VAT and comparable overseas taxes. For sales of data and completed projects revenue is recognised on dispatch. 4.4 Long-term contracts and inventories In respect of long-term contracts and contracts for on-going services, when the outcome of the contract can be estimated reliably, revenue is recognised according to the value of work done in the period, including estimates of amounts not invoiced. Revenue in respect of long-term contracts and contracts for on-going services is calculated on the basis of time spent on the project and estimated work to completion. The outcome of a contract is deemed capable of being estimated reliably when the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the economic benefit associated with the transaction will flow to the entity; • the stage of completion of the transaction at the balance sheet date can be measured reliably and is estimated by reference to estimated time-cost to completion; and • the costs incurred for the transaction and the costs to completion can be measured reliably. Costs associated with long-term contracts are included in inventories to the extent that they cannot be matched with contract work accounted for as revenue. Long-term contract balances included in work in progress are stated at cost after provision has been made for any foreseeable losses and the deduction of applicable payments on account. Full provision is made for losses on all contracts in the year in which the loss is first foreseen. In assessing the costs associated with projects that are long-term in nature, to the extent these costs cannot be matched with signed agreements, the following assumptions and estimates are made: • at the commencement of each project an assumption is made concerning the likely revenue from potential sales of that project. Regular impairment reviews reconsider whether that revenue remains achievable; and • costs are carried forward only to the extent that they do not exceed 90% of expected revenue relevant to the stage of completion. 4.5 Foreign currency translation The Group's financial statements are presented in Sterling (£) which is also the functional currency of the parent company. Where supplies are obtained or sales made on terms denominated in foreign currency, such transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Any liability or asset is reflected in the financial information at the rate of exchange ruling at the balance sheet date or at the amount to be paid where currency purchase arrangements have been made by the balance sheet date. Disparities between the amount reflected in the financial information and the amount of Sterling required to settle the liability are reflected in the reported results of the subsequent period. The assets and liabilities of the Group's foreign operations are translated using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as equity and recognised in the Group's foreign currency translation reserve. Such exchange differences are recognised in the profit or loss of the period in which the foreign operation is disposed of. The treatment of translation differences arising on consolidation of subsidiaries following the transition to reporting under IFRS is set out in Note 6.1. 4.6 Employee benefits Pension schemes The Group operates defined contribution pension schemes. The assets of the schemes are held separately from the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the schemes. Share options Where share options are granted to employees a charge is made to the Group income statement and a reserve created to record the fair value of the awards in accordance with FRS 20 'Share-based Payment'. A charge is recognised in the income statement in relation to share options granted based on the fair value (the economic value) of the grant, measured at the grant date. The charge is spread over the vesting period. The valuation methodology takes into account future share price volatility, future risk-free interest rate, an estimate of the earnings per share and exercise behaviour and is based on the Black-Scholes method. 4.7 Research Research expenditure is charged to the profit of the period in which it is incurred. 4.8 Lease contracts Operating leases exist where the lessee of a leased asset does not substantially bear all the risks and rewards relating to the ownership of the asset. Economic ownership of the leased asset is not transferred to the lessee. Payments made under operating leases are charged to the income statement on a straight line basis over the lease term. 4.9 Goodwill Goodwill representing the excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill is recognised immediately after acquisition in the income statement. Goodwill written off to reserves prior to the date of transition to IFRS remains in reserves. There is no reinstatement of goodwill that was amortised prior to transition to IFRS. 4.10 Property, plant and equipment Property, plant and equipment are carried at acquisition cost, net of depreciation and any provision for impairment. Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by equal instalments over their estimated useful economic lives: Freehold property - 50 years Plant and equipment - 3 years and 4 years Material residual value and useful life estimates are updated as required, but at least annually, whether or not the asset is revalued. Freehold land is carried at acquisition cost. As no finite useful life for land can be determined, related carrying amounts are not depreciated. 4.11 Accounting for financial assets Financial assets are divided into the following categories: • loans and receivables; and • held to maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which they were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available. All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade and other receivables are classified as loans and receivables. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest rate method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement. Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying value and the present value of estimated future cash flows. Held to maturity investments are non-derivative financial assets with fixed or determinable payments and a fixed date of maturity where it is the intention of the Directors to hold them until maturity. Held to maturity investments are measured subsequent to initial recognition at amortised cost using the effective interest method. If there is objective evidence that the investment has been impaired, the financial asset is measured at the present value of estimated cash flows. Any changes to the carrying value of the investment are recognised in the income statement. 4.12 Income taxes Current tax is the tax currently payable based on the taxable profit for the year. Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits are assessed for recognition as deferred tax assets. Deferred tax assets and liabilities are calculated in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary timing differences could be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity (such as the revaluation of land) in which case the related deferred tax is also charged or credited directly to equity. 4.13 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 4.14 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; • 'Capital redemption reserve' represents the nominal value of equity shares redeemed; • 'Share option reserve' represents the fair value of share options in accordance with IFRS 2 'Share-based Payment'; • 'Currency translation reserve' represents the value of exchange differences in translating the assets and liabilities of the foreign subsidiary; and • 'Retained earnings' represents retained profits. 4.15 Dividends Dividend distributions payable to equity shareholders are included in 'other short-term financial liabilities' when dividends are approved in general meetings prior to the balance sheet date. 4.16 Financial liabilities Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual agreements of the instrument. The Group's financial liabilities comprise trade and other payables which are measured at amortised cost using the effective interest rate method. A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged, cancelled or expires. 5 Capital management policies and procedures The Group's capital management objectives are: • to ensure the Group's ability to continue as a going concern; and • to provide an adequate return to shareholders. These objectives are maintained by pricing products and services commensurately with the level of risk. The Group's goal in capital management is to maintain capital with no borrowing. There are no externally imposed capital requirements. 6 Effect of First-time Adoption of IFRS 6.1 Overall considerations IFRS 1 'First-time Adoption of International Financial Reporting Standards' sets out the procedures to be followed when IFRS is adopted for the first time. The Group is required to determine its IFRS accounting policies and apply these retrospectively to determine its transitional balance sheet under IFRS. The Standard allows a number of exemptions to this general principle to assist companies with their transition to reporting under IFRS. The Group has chosen the following options: • business combinations: business combinations prior to the transitional balance sheet date, 1 August 2006, have not been restated; and • translation differences arising on consolidation of subsidiaries: IAS 21 requires such differences to be held in a separate reserve, rather than included in the profit and loss reserve as was the case under UK GAAP. This reserve has been deemed to be £nil on 1 August 2006. IFRS 7 'Financial Instruments: Disclosures', IAS 12 'Income Taxes' and IAS 21 ' The Effects of Changes in Foreign Exchange Rates' have been applied retrospectively i.e. with amendments to the 2007 accounts and their presentation. The 2007 comparatives contained in these financial statements therefore differ from those published in the financial statements for the year ended 31 July 2007 and the six months ended 31 January 2007. IAS 39 'Financial Instruments: Recognition and Measurement' has been applied retrospectively but there is no material effect on the comparative figures for the year ended 31 July 2007 or the six months ended 31 January 2007 and these have not been restated. Other Standards or Interpretations relevant for IFRS financial statements did not become effective during the current year. Significant effects on current, prior and future periods arising from the first-time application of the Standards listed above in respect of presentation, recognition and measurement of the accounts are described in the following notes. An overview of Standards and Interpretations that will become mandatory for the Group in future periods is given in note 6.5. 6.2 Amendment of IAS 1 'Presentation of Financial Statements' In accordance with the amendment of IAS 1 'Presentation of Financial Statements', GETECH now reports on its capital management objectives, policies and procedures in each annual financial report. The new disclosures that become necessary due to this change in IAS 1 are set out in note 5. 6.3 Adoption of IAS 12 'Income tax' In accordance with IAS 12 'Income Tax' the Group financial statements recognise a deferred tax asset in respect of the losses of the US subsidiary company to the extent they constitute a temporary timing difference. 6.4 Adoption of IAS 21 'The Effects of Changes in Foreign Exchange Rates'. In accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates' the financial statements account for translation differences in respect of the assets and liabilities of the foreign subsidiary in a separate reserve within equity. 6.5 Standards and Interpretations not yet applied by GETECH The following Standards and Interpretations, which are yet to become mandatory, have not been applied in the 2008 consolidated financial statements. Effective for reporting Standard or Interpretation periods starting on or after IFRIC 13 Customer loyalty programmes 1 July 2008 No impact IAS 23 Borrowing Costs (revised 2007) 1 January 2009 No impact 6.6 Effect on comparative figures The effect of changes on profit, on equity and on other elements of the Group's balance sheet at the opening balance sheet date for comparative figures, 1 August 2006, 31 January 2007 and 31 July 2007 are as follows: Six months Year ended ended 31 January 31 July 2007 2007 £'000 £'000 (Loss)/profit after taxation under UK GAAP (36) 562 IAS 12 60 60 Profit after taxation under IFRS 24 622 At 31 January At 31 July At 1 August 2007 2007 2006 £'000 £'000 £'000 Shareholders' funds under UK GAAP 3,816 4,303 3,998 IAS 12 60 60 60 Shareholders' funds under IFRS 3,876 4,363 4,058 Profit and loss account under UK GAAP 1,228 1,694 1,430 IAS 12 60 60 60 IAS 21 - 22 - Retained earnings under IFRS 1,288 1,776 1,490 Deferred tax asset under UK GAAP - - - IAS 12 60 60 60 Deferred tax asset under IFRS 60 60 60 Currency translation reserve under UK GAAP - - - IAS 21 - (22) - Currency translation reserve under IFRS - (22) - Long-term financial assets under UK GAAP - - - IFRS 7 - - 22 Long-term financial assets under IFRS - - 22 7 Taxation Taxation has been provided at the estimated effective rate of 30% for the year as a whole (2007: 30%) for UK operations. No taxation charge has been provided for the US subsidiary as it has unused losses available for relief against future profits. Deferred taxation in the foreign subsidiary has been calculated at 40% (2007: 40%). 8 Dividends Six months Six months Year ended ended ended 31 January 31 January 31 July 2008 2007 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Paid during the period Final at 0.8p per share (2007: 0.6p) 222 166 166 Interim at 0.4p per share - - 111 222 166 277 Proposed after the period end (not recognised as a liability): Final at 0.8p per share - - 222 Interim at 0.6p per share (2007:0.4p) 166 111 - The proposed dividend is payable on 8 May 2008 to members on the register at 11 April 2008. 9 Earnings per share Basic earnings per share is calculated on the basis of the profit for the period after tax, divided by the weighted average of ordinary shares in issue in the period of 27,692,307 (2007: 27,692,307). Diluted earnings per share is calculated on the basis of the profit for the year after tax, divided by the weighted average number of shares in issue plus the weighted average number of shares which would be issued if all options granted were exercised. The addition to the weighted average number of ordinary shares used in the calculation of diluted earnings per share for the six months ended 31 January 2008 is 2,372,346, six months ended 31 January 2007: nil, and year ended 31 July 2007: 1,472,346. 10 Interim report Copies of the interim report are being sent to shareholders and will be available at GETECH's principal place of business at: Kitson House, Elmete Hall, Elmete Lane, Leeds LS8 2LJ. This information is provided by RNS The company news service from the London Stock Exchange

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