Interim Results

RTS NetWorks Group PLC 18 October 2001 RTS NetWorks Group PLC ('RTS NetWorks' or 'the Group') Interim Results for the Six Months Ended 30 June 2001 CHAIRMAN'S STATEMENT Our half-year results for the six months ended 30 June 2001 reflect the trends outlined in our Annual Report. Solutions and prospects Our Annual Report highlighted our solutions strategy. The first half of 2001 saw several key product launches, with upgrades to our Commerce Management suite, new versions of XML Site Kit and Synchronicity CMS. With the launch of 2.5G networks, we also anticipate a strengthening of customer interest in wireless extensions to existing products such as HDi and Mobile HDi. Most independent analysts still foresee high growth in the mobile data market, where the Group is well positioned. Financial review Turnover for the six months ended 30 June 2001 was £2.9 million (seven months to 30 June 2000 was £2.5 million). The operating loss before amortisation of goodwill was £2.5 million (30 June 2000: £4.4 million) and after amortisation £5.5 million (30 June 2000: £5.1 million). The amortisation of goodwill includes an additional write off of £2 million to reflect a further reassessment of estimated recoverable values, taking account of recent developments. Over the period the Group's cost base has been reduced by the disposal of some leased facilities, staff headcount reductions and the careful control of expenses. Costs were incurred on further product development, predominantly XML Site Kit, HDi and Synchronicity CMS. The market for e-commerce solutions was less buoyant than over the same period last year and the sales cycle continued to be drawn out. The Directors have been successful in raising sufficient funds to ensure that the business can continue in operational existence at the present time but they continue to actively pursue further funding opportunities in order to secure the Group's long-term future. Therefore the financial information in this statement has been prepared on the going concern basis. Post-balance sheet events To confirm our presence in that market, we acquired a Danish 'mobile enabling' technology company, Juize A/S, in July 2001. This company develops products and solutions that are highly complementary to our own, and enjoys privileged contacts with the telco operator community. Olicom A/S, the listed Danish technology investment company and the majority shareholder in Juize, subscribed £550,000 in cash for 6,179,775 new shares in RTS NetWorks at a price of 9.5p per share. Olicom now owns approximately 10% of the Company's equity. During July 2001, the Company finalised the further loan financing facility of £500,000 from Robotic Technology Systems PLC ('RTS PLC') which was announced on 13 June 2001. Also in July 2001, Peter Weil was appointed Chief Operating Officer for the Group. He has a strong track record in increasing sales and profitability. Both the UK and French operations have been restructured under his guidance and further measures are planned for the Nordic and US operations. I am pleased to report that, with effect from today, Peter has been promoted to the role of Group Chief Executive. Given the strengthening of the Company's senior management team through Peter Weil's appointment and following the reduction in the level of RTS PLC's shareholding in the Company earlier in the year, both Philip Johnson and David Timmins considered it an appropriate time to stand down as non-executive directors of the Company and resigned from the Board on 25 September 2001, as previously announced. On 17 October 2001, the Company secured further working capital funding totalling £430,000. 5,400,000 new ordinary shares have been placed at 5p with institutional and other investors, including management 'Placees'), to raise £270,000 and a subordinated loan facility of £160,000 has been provided by RTS PLC. In addition, subject to the Company obtaining the requisite shareholder authorities at an Extraordinary General Meeting to be convened in due course (' the EGM'), the loan will be convertible into a maximum of 3,200,000 new ordinary shares in the Company at the option of the Company or RTS PLC. Again, subject to the Company obtaining the requisite shareholder authorities at the EGM, the new ordinary shares to be issued to Placees, and to RTS PLC on conversion of the new loan, will have warrants attached on a one for two basis at an exercise price of 1 penny and exercisable, at the earliest, 12 months from today save in exceptional circumstances when exercise can be accelerated. Application has been made for the 5,400,000 new ordinary shares to be issued as a result of the placing to be admitted to AIM and it is expected that dealings will commence on 26 October 2001. A circular will be posted in the next few days to shareholders in order to convene the EGM at which resolutions enabling Directors to allot shares in the Company for cash will be proposed. Because of the size of its shareholding in the Company, RTS PLC is classified as a related party under the AIM Rules. It is the opinion of the Directors, after consulting with the Company's Nominated Adviser, Brown, Shipley & Co. Limited, that the terms of the loan are fair and reasonable so far as shareholders of the Company are concerned. Outlook In recent months, the Company has focused increasingly on more proactive sales and marketing-driven activities. As a result, the sales pipelines in the UK and France have increased which should lead to greater revenues. In parallel, the Company continues actively to engage in discussions on further strategic partnership arrangements for the future. Bernard R Fisher Non-executive Chairman 18 October 2001 For further information please contact: RTS NetWorks Group + 44 (0) 207 749 5000 Bernard Fisher, Chairman www.rtse.com Square Mile BSMG Worldwide + 44 (0) 207 601 1000 Nick Oborne/Sally Lewis ============================================================================== Group Profit and Loss Account for the six months ended 30 June 2001 6 month 7 month 16 month period period period ended ended ended 30/06/01 30/06/00 31/12/00 (Unaudited) (Unaudited) (Audited) Notes £'000 £'000 £'000 ------------------------------------------------------------------------------ Turnover 2,867 2,479 6,074 Cost of sales (1,961) (2,092) (4,746) ------------------------------------------------------------------------------ Gross profit 906 387 1,328 Administrative expenses (3,391) (4,774) (18,253) Amortisation of goodwill (3,050) (688) (2,936) ------------------------------------------------------------------------------ Operating loss (5,535) (5,075) (19,861) Net Interest (payable)/receivable (21) 94 175 ------------------------------------------------------------------------------ Loss on ordinary activities before taxation (5,556) (4,981) (19,686) Taxation - - - ------------------------------------------------------------------------------ Loss on ordinary activities for the period (5,556) (4,981) (19,686) ============================================================================== Loss per share - Basic and diluted 2 5.91p 6.23p 28.55p ============================================================================== ============================================================================== Statement of Total Recognised Gains & Losses for the six months ended 30 June 2001 6 month 7 month 16 month period period period ended ended ended 30/06/01 30/06/00 31/12/00 (Unaudited) (Unaudited) (Audited) Notes £'000 £'000 £'000 ------------------------------------------------------------------------------ Loss for the period (5,556) (4,981) (19,686) Exchange adjustments 10 (41) (189) ------------------------------------------------------------------------------ Total recognised gains and losses for the period 4 (5,546) (5,022) (19,875) ============================================================================== ============================================================================== Group Balance Sheet At At At 30/06/01 30/06/00 31/12/00 (Unaudited)(Unaudited) (Audited) Notes £'000 £'000 £'000 ------------------------------------------------------------------------------ Fixed assets Intangible assets 5,890 9,795 9,000 Tangible assets 918 1,156 1,159 Investments 156 - 162 ------------------------------------------------------------------------------ 6,964 10,951 10,321 Current assets Stocks 234 - 219 Debtors due within one year 1,836 1,435 1,399 Debtors due after more than one year 86 - 164 Cash at bank and in hand 495 1,913 1,444 ------------------------------------------------------------------------------ 2,651 3,348 3,226 Creditors: amounts falling due within one year (2,190) (1,140) (2,468) ------------------------------------------------------------------------------ Net current assets 461 2,208 758 ------------------------------------------------------------------------------ Total assets less current liabilities 7,425 13,159 11,079 Creditors: amounts falling due after more than one year (1,083) (94) (51) Provisions for liabilities and charges (162) - (788) ------------------------------------------------------------------------------ Net assets 6,180 13,065 10,240 ============================================================================== Capital and reserves Called up share capital 3 948 802 906 Share premium account 4 19,597 17,285 18,153 Shares to be issued 4 1,000 - 1,000 Merger reserve 4 10,056 - 10,056 Profit and loss account 4 (25,421) (5,022) (19,875) ------------------------------------------------------------------------------ Equity shareholders' funds 6,180 13,065 10,240 ============================================================================== Consolidated Cash Flow Statement for the six months ended 30 June 2001 6 month 7 month 16 month period period period ended ended ended 30/06/01 30/06/00 31/12/00 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 ------------------------------------------------------------------------------ Cash outflow from operating activities (2,420) (4,323) (9,773) Returns on investments and servicing of finance (21) 94 175 Capital expenditure and financial investment 7 (761) (1,436) Acquisitions - (889) (2,372) ------------------------------------------------------------------------------ Net cash outflow before financing (2,434) (5,879) (13,406) Financing 1,485 7,792 14,873 ------------------------------------------------------------------------------ (Decrease)/Increase in cash in the period (949) 1,913 1,467 ============================================================================== Reconciliation to net cash ------------------------------------------------------------------------------ Net cash at the start of the period 1,444 - - (Decrease)/Increase in net cash (949) 1,913 1,467 Borrowings acquired with subsidiaries - - (309) Movements in borrowings - - 85 Exchange adjustment - - (23) ------------------------------------------------------------------------------ Net cash at end of period 495 1,913 1,220 ============================================================================== ============================================================================== Notes to the Financial Information 1 Basis of preparation The interim financial information has been prepared using the accounting policies set out in the Group's 2000 Annual Report and Financial Statements. The figures for the period 31 December 2000 have been extracted from the Annual Report and Financial Statements that have been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified. The financial information set out in this document does not constitute statutory financial statements within the meaning of section 240 of the Companies Act 1985. The financial information has been prepared on the going concern basis as the Directors have secured adequate financing to enable the Company to continue in operational existence at the present time. Furthermore, the Directors are of the opinion that the Company is in a position to secure adequate further financing to enable the Company to continue in operational existence for the foreseeable future. In the above context, the Company has negotiated (see Note 5) and is currently in negotiation with regard to procuring future funding by way of equity investment and/or a fully subordinated long-term loan and the Directors are confident that such funding will be secured. Should further funding not be made available as expected by the Directors, the going concern basis of preparation of the financial information may not be appropriate and accordingly, adjustments would have to be made to reduce the value of assets to their recoverable amount, to provide for any further liabilities which might arise, and to reclassify fixed assets and long term liabilities as current assets and current liabilities respectively. 2 Loss per share Loss per ordinary share has been calculated using the weighted average number of shares in issue during the period. For basic earnings per share, the weighted average number of equity shares in issue is 94,061,650 and the earnings being losses after tax are £5,556,000. 3 Share capital No. £000's Authorised ordinary shares of 1p each 100,000,000 1,000 Allotted, called up and fully paid ordinary shares of 1p each 94,756,094 948 4 Shareholders' Funds Share Share Shares to Merger Profit and Total capital premium be issued reserve loss £'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------ At 1 January 2001 906 18,153 1,000 10,056 (19,875) 10,240 Shares issued in the period 42 1,458 0 0 0 1,500 Share issue expenses 0 (14) 0 0 0 (14) Exchange adjustment 0 0 0 0 0 0 Profit for the period 0 0 0 0 (5,546) (5,546) ------------------------------------------------------------------------------ At 30 June 2001 948 19,597 1,000 10,056 (25,421) 6,180 ============================================================================== 5 Events subsequent to balance sheet date Acquisition of Juize A/S The Company acquired Juize A/S, a Danish company specialising in Internet technology and solutions for telephone operators, Internet service providers and corporate enterprises. The consideration payable to the vendors of Juize was satisfied by the issue of 5,840,000 new ordinary shares in the Company at a price of 9.5p per share valuing Juize at approximately £0.55 million. Revenues in the 12 months ended 31 December 2000 were DKR42,000 (approximately £4,000), achieving a net loss of DKR7.675 million (approximately £600,000). As at 31 December 2000, Juize had net assets of DKR1.556 million (approximately £130,000). Fundraising On 17 October 2001, the Company secured further working capital funding totalling £430,000. 5,400,000 new ordinary shares have been placed at 5p with institutional and other investors, including management, to raise £270,000 and a subordinated loan facility of £160,000 has been provided by RTS PLC. In addition, subject to the Company obtaining the requisite shareholder authorities at an Extraordinary General Meeting to be convened in due course, the loan will be convertible into a maximum of 3,200,000 new ordinary shares in the Company at the option of the Company or RTS PLC. Again, subject to the Company obtaining the requisite shareholder authorities at the EGM, the new ordinary shares to be issued to placees and the loan will have warrants attached on a one for two basis at an exercise price of 1 penny and exercisable, at the earliest, 12 months from today save in exceptional circumstances when exercise is accelerated. Independent Review Report to RTS NetWorks Group PLC Introduction We have been instructed by the Company to review the financial information for the six months ended 30 June 2001 on pages 3 to 6. We have read the other information contained in the interim report and considered whether it contains any apparent misstatement or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the Directors. The Directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual financial statements except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Fundamental uncertainty In arriving at our review conclusion, we have considered the adequacy of the disclosure made in the financial information concerning the adoption of the going concern basis in the preparation of the financial information. The financial information has been prepared on the going concern basis, the validity of which depends upon further future funding being available. The financial information does not include any adjustments that would result from a failure to obtain funding. Details of the circumstances relating to this fundamental uncertainty are described in Note 1. Our review conclusion is not qualified in this respect. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2001. BDO Stoy Hayward Chartered Accountants Manchester 18 October 2001
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