Final Results

16 November 2009 Pipehawk plc ("Pipehawk" or the "Company") Final results for the year ended 30 June 2009 Chairman's Statement This year has been another challenging year. The UK recession has affected our operating subsidiaries in different ways; Adien and Sumo have experienced a slow down in activity whilst QM Systems has seen an increase in orders as companies seek to automate processes previously performed manually. I am grateful to the commitment that both the management and the Group's employees have shown in a period of change. I can report the turnover for the year ended 30 June 2009 was £3,241,000 (2008: £2,411,000) which is an increase of 34 per cent. on the previous year. The Company achieved a loss after taxation for the year of £398,000 (2008: loss £328,000). This result reflects the cost of restructuring QM Systems following the loss of its largest customer, GE Aviation. Sales at QM Systems have increased to £1,349,000 from £574,000 in 2008 but operating losses have remained broadly consistent with the previous year as the Board took the decision to incur costs in the period under review in order to reposition this business to take advantage of a changing market. The Company's GPR services provided by Adien and SUMO have been affected in the latter half of the year as a direct result of the slow down in the construction market. Accordingly, both entities have reduced employee headcount and, in anticipation of conditions improving in the construction market, remain well positioned as leaders in the GPR based surveying field. Nick Field, who was appointed managing director of QM Systems on 1 September 2008 has had an excellent first year in terms of re-aligning this business to be able to deal with the requirements of blue-chip customers. We have announced several large orders during the year and QM Systems's order book remains strong with orders in excess of £500,000 in hand as I write this report. PipeHawk, which forms the technology division, has developed several new products through to the prototype stage and beyond. These developments have been well received at trade shows and have been sold into a number of new markets, including Oman. The Group continues to contribute to Government sponsored initiatives (VISTA and Mapping the Underworld programmes), which are programmes focussed on issues surrounding the mapping and cataloguing of buried utility services as well as the European GPR trade association. The trading performances of the Company's four major business areas are summarised below. Adien Adien, PipeHawk's high definition underground mapping and planning service, had an excellent first half to the year under review but has since seen market conditions tighten and has adjusted the cost base of its operations accordingly. Turnover in the period was up 18 per cent. compared with 2008 but margins have reduced as the industry has suffered from excess capacity. A lack of funding has affected a large number of infrastructure projects such as those earmarked under the Government's Building Schools for the Future programme and several other initiatives. In response to the changing market place Adien have introduced a range of training programmes for their clients. These courses draw upon Adien's experience and are strengthening their relationship with their client base. Adien's Scottish office, situated in Livingston, has had a good first year with Adien becoming a preferred supplier to many of the Scottish arms of UK consulting or construction companies. Activity in this office is expected to increase in 2010 as certain infrastructure projects that were deferred in 2009 come on line.. Despite the slowdown in 2009 Adien remains confident that it will, by offering a high level of customer service, be able to maintain its key client relationships such that it will be well placed to service their needs in the future. Technology Division The Technology Division has continued the development of its third generation of GPR technology known as e-Spade. This was the first product to incorporate digital, modular technology. The Board believes that the new technology provides PipeHawk with a new and highly innovative technology platform that will allow a series of other products to be rapidly introduced. The second product, the e-Spect, was launched at the 'No-Dig' exhibition in Coventry on 23 September 2008. This is a GPR-based wall and floor scanner which detects features such as voids and reinforced steel in concrete. In 2009 PipeHawk has launched the e-Spott which uses GPR technology to test the quality of reinstated layered surfaces, commonly roads and footpaths. It has been well received at trade shows and is now also offered as a service option by Adien. QM Systems The opportunities presented by the current economic conditions are focused around clients who are seeking to reduce costs in their businesses through the reduction or removal of labour resources and through increased process automation. In response to this, QM Systems has restructured and re-skilled the business to expand its products and services to include complex mechanical developments and to become a turnkey provider of complete assembly, test and automation solutions. This strategic development of QM System's business has allowed it to move its activities into the automotive and rail sectors to complement its strong presence in aerospace. The Directors believe QM Systems is now positioned to capitalise on its newly acquired skills whilst continuing to grow business in its core areas of software and electronics development. It's order book now stands at its highest level for two years and the order intake over the last six months has brought in high calibre business opportunities. QM System's is hopeful of developing long term relationships with these companies. The Directors believe QM Systems now has a far more diverse range of clients and skills than it has had for several years which bodes well for the future. SUMO SUMO has continued to grow its turnover during 2009. Turnover was £4,382,000 (2008: £3,030,000) and its operating loss was £71,000 (2008: £177,000 profit). Sumo is accounted for in the group financial statements as a joint venture. The majority of the increase in turnover in the period under review is attributable to Team Surveys Limited which was acquired in March 2008 and contributed a full year's results in the year ended 30 June 2009. SUMO's acquisition programme, which is focused on surveying companies which are capable of generating additional revenue from services which complement SUMO's core business of utility mapping, has been put on hold, temporarily, during the current economic climate. Related party transactions In the period under review, as in previous years, I have undertaken to provide working capital to the Company. During the year ended 30 June 2009 I advanced loans to the Company of £500,000, in aggregate. In addition, since 30 June 2009 I have advanced further loans of £190,000 to the Company and on 8 October 2009 it was announced that I had agreed to convert £100,000 of these loans into new ordinary shares following the announcement of these results. A further announcement, regarding an application to be made by the Company for the shares arising on conversion of the loans to be admitted to trading on AIM, will be made in due course. The loans have been made in accordance with a letter of support dated 11 November 2007. The letter of support was renewed on 12 November 2009 for a further year. The loans are unsecured and accrue interest at an annual rate of base rate plus 2.15 per cent. The directors, other than myself, consider, having consulted with the Company's nominated adviser, that the terms of the loans are fair and reasonable insofar as the Company's shareholders are concerned. In addition to the loans I have provided to the Company during the period and in previous years, my fellow directors and I have deferred a certain proportion of our fees until the Company is in a suitably strong position to make the full payments. These deferred fees amount to approximately £106,000 in the year ended 30 June 2009 and approximately £383,000 in total, all of which have been accrued in the Company's accounts. Strategy & Outlook As indicated above it has been a very difficult year. The Board considers that the Company's working capital position is sufficient for its immediate requirements as the Company's directors continue to provide support in the form of unsecured loans on normal commercial terms and through the deferral of fees. Gordon Watt Chairman 13 November 2009 FURTHER ENQUIRIES +-------------------------------------------------------+ | PipeHawk Plc | 01420 590 990 | | Gordon Watt (Chairman) | | | | | |---------------------------------------+---------------| | Merchant John East Securities Limited | 020 7628 2200 | | David Worlidge | | | Simon Clements | | | | | +-------------------------------------------------------+ CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009 Year ended Year ended 30 June 2009 30 June 2008 Note £'000 £'000 Revenue 3,241 2,411 Staff costs (1,841) (1,436) Operating costs (1,900) (1,391) Operating loss (500) (416) Share of operating (loss)/profit in joint venture 4 (17) 66 Loss on ordinary activities before interest and taxation (517) (350) Finance costs (87) (88) Loss before taxation (604) (438) Taxation 2 206 111 Loss for the year attributable to equity holders of the Company (398) (327) Loss per share (pence) - basic 3 (1.48) (1.21) Loss per share (pence) - diluted 3 (0.92) (0.95) CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009 Assets Note 30 June 2009 30 June 2008 £'000 £'000 Non-current assets Property, plant and equipment 143 231 Goodwill 1,061 1,061 Intangible assets 1,426 1,025 Investment in joint venture 4 135 152 2,765 2,469 Current assets Inventories 299 268 Current tax assets 156 106 Trade and other receivables 674 742 1,129 1,116 Total Assets 3,894 3,585 Equity and liabilities Equity Share capital 269 269 Share premium 4,842 4,842 Other reserves (4,951) (4,553) 160 558 Non current liabilities Borrowings 517 705 517 705 Current liabilities Trade and other payables 2,744 1,959 Bank overdrafts 473 363 3,217 2,322 Total equity and liabilities 3,894 3,585 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2009 Note Year ended Year ended 30 June 30 June 2008 2009 £'000 £'000 Cash flows from operating activities Lossfrom operations (500) (416) Adjustments for: Depreciation 104 134 Amortisation of intangibles 34 - Profit on sale of fixed assets (23) - (385) (282) (Increase)/Decrease in inventories (31) 11 Decrease/(Increase) in receivables 18 (107) Increase in liabilities 332 265 Cash used in operations 5 (66) (113) Interest paid (87) (88) Corporation tax received 206 111 Net cash generated from/(used in) operating activities 53 (90) Cash flows from investing activities Development costs paid (435) (587) Purchase of plant and equipment (58) (78) Sale of plant and equipment 65 - Net cash used in investing activities (428) (665) Cash flows from financing activities New loans and finance leases 521 540 Repayment of bank loan (209) (40) Repayment of finance leases (47) (75) Net cash generated from financing activities 265 425 Net decrease in cash and cash equivalents (110) (330) Cash and cash equivalents at beginning of period (363) (33) Cash and cash equivalents at end of period (473) (363) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009 Share Share Retained Other Share options Total capital premium earnings reserves reserve account £'000 £'000 £'000 £'000 £'000 £'000 As at 1 269 4,842 (4,553) - - 558 July 2008 Loss for - - (398) - - (398) the period As at 30 269 4,842 (4,951) - - 160 June 2009 As at 1 July 269 4,842 (4,226) - - 885 2007 Loss for the - - (327) - - (327) period As at 30 June 269 4,842 (4,553) - - 558 2008 NOTES TO THE PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2009 1. BASIS OF PREPARATION These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by European Union ("adopted IFRSs"), and are in accordance with IFRS as issued by the IASB. The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 June 2008 and 2009, but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies and those for 2009 will be delivered following the Company's Annual General Meeting. The Auditors have reported on those accounts; their reports were unqualified and did not contain statements under the Companies Act 1985, sections 237(2) or (3). 2. TAXATION 2009 2008 £'000 £'000 United Kingdom Corporation Tax Current taxation (178) (110) Adjustments in respect of prior years (28) (1) (206) (111) Deferred taxation - - Tax on loss on ordinary activities (206) (111) Current tax reconciliation 2009 2008 £'000 £'000 Loss on ordinary activities before taxation (604) (438) Theoretical tax at UK corporation tax rate 28% (2008: 29.5%) (169) (129) Effects of: - rate change - 2 - timing differences - trade intangibles - (164) - R&D tax credit adjustments 10 (7) - other expenditure that is not tax deductible 3 (20) - adjustments in respect of prior years (28) (1) - accelerated capital allowances (115) 62 - losses carried forward 58 132 - short term timing differences 35 14 Actual current taxation charge (206) (111) The Group has tax losses amounting to approximately £1,069,000 (2008: £1,349,000), available for carry forward to set off against future trading profits. 3. LOSS PER SHARE Group This has been calculated on a loss of £398,000 (2008: loss £327,000) and the number of shares used was 26,937,181 (2008: 26,937,181 being the weighted average number of share in issue during the year. For the fully diluted calculations the number of shares used for the calculation was 43,001,176 (2008: 32,563,878). A reconciliation between shares used for calculating basic earnings per share and diluted earnings per share follows; 2009 2008 No. No. Weighted average number of ordinary shares in issue (thousands) 26,937 26,937 Adjustments for - Share options (thousands) 1,823 1,297 - Warrants (thousands) 14,241 6,121 Weighted average number of ordinary shares for diluted earnings per share (thousands) 43,001 34,355 4. INVESTMENT IN JOINT VENTURE Group Investment in shares £'000 Cost: At 1 July 2008 & 30 June 2009 198 Share of profit/losses At 1 July 2008 (46) Share of losses for the year (17) At 30 June 2009 (63) Net investment At 30 June 2009 135 At 30 June 2008 152 The investment in joint venture relates to a 30.3% shareholding in the ordinary share capital of SUMO Limited. SUMO Limited is engaged in the development of a GPR franchise operation and has a year end of 31 December. For the purpose of preparing this consolidation, financial information has been prepared for the year ended 30 June 2009. SUMO Limited's principal place of business is Havant, Hampshire. Summarised financial information in respect of the Group's joint venture is set out below: Year Year ended ended 30/06/09 30/06/08 £'000 £'000 Total assets 2,350 1,946 Total liabilities 1,906 1,443 Net assets 444 503 Group's share of net assets of joint venture 135 152 Year Year ended ended 30/6/09 30/6/08 Total revenue 4,382 2,814 Total profit for the period (56) 220 Group's share of profits of joint venture (17) 66 5. RECONCILLIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2009 2008 £'000 £'000 Operating (loss) (500) (416) Amortisation of intangible assets 34 - Depreciation of tangible fixed assets 104 134 Profit on sale of fixed assets (23) Working capital movements Inventories (31) 11 Receivables 18 (107) Payables 332 265 Net cash outflow from operating activities (66) (113) 6. CONTINGENCIES At the year end, the group has an outstanding legal action against GE Aviation with regard to intellectual property rights. 7. DIVIDEND The directors do not recommend the payment of a dividend for the year (2008: £nil). 8. COPIES OF THE REPORT & ACCOUNTS Copies of the Report and Accounts will be posted to shareholders shortly, and will be available from the Company's registered office, Systems House, Mill Lane, Alton, Hampshire GU34 2QG and from the Company's website www.pipehawk.com. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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