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
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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)
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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
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Loss on ordinary activities before taxation (5,556) (4,981) (19,686)
Taxation - - -
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Loss on ordinary activities for the period (5,556) (4,981) (19,686)
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Loss per share
- Basic and diluted 2 5.91p 6.23p 28.55p
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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)
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Total recognised gains and
losses for the period 4 (5,546) (5,022) (19,875)
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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
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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
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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
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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)
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Equity shareholders' funds 6,180 13,065 10,240
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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)
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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
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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)
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Net cash at end of period 495 1,913 1,220
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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)
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At 30 June 2001 948 19,597 1,000 10,056 (25,421) 6,180
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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