Final Results
Torex Retail PLC
21 February 2005
21 February 2005
Torex Retail plc
Maiden Preliminary Results for the period ended 31 December 2004
Torex Retail plc, the UK market leader in Retail IT Solutions, today announces
its maiden preliminary results.
Financial Highlights
• Pro forma* operating profit increased by 55% to £12.5 million (2003:
£8.1 million)
• Pro forma* profit before tax up 65% to £11.3 million (2003: £6.8
million)
• Pro forma* adjusted EPS up 72% to 5.0 pence
• Strong operating cashflow representing 128% of operating profit
• Recommended final dividend of 0.58 pence per ordinary share making a
total for the period of 0.68 pence
• New business model drives higher margins and profitability from
increased software sales
• Sales, profits, cash and EPS all ahead of expectations
Business Highlights
• Strong start to 2005
• Software and service revenues increased by 23%
• Management team strengthened
• Technological innovation at forefront of growth
• Integration of former Alphameric Retail Division well ahead of schedule
• Excellent visibility of revenues gives confidence for 2005
Since period end:
• £2.1 million acquisition of Flexiline Forecourt Services Limited
strengthens service offering within the UK petroleum and convenience market
Rob Loosemore, Chairman, said:
'Torex Retail has had an outstanding first year as a public company. We have
doubled in size to develop the business into the absolute U.K market leader for
retail systems. In addition, our commitment to lead with technology and
innovation will ensure we continue to maximise our unique position as market
leader.
The recent strengthening of the management team means that Torex Retail is well
placed to absorb and manage our growth expectations for 2005 and beyond.
The platform and momentum for growth is now firmly established and coupled with
strong current trading I look forward to 2005 with a very high level of
confidence.'
* Details of the basis of calculating the pro forma information are shown in
the Financial Review. The pro forma operating profit, profit before tax and
adjusted EPS are all before charging exceptional items and amortisation of
goodwill.
- ends -
For further information:
Torex Retail plc Citigate Dewe Rogerson
Rob Loosemore, Chairman Ginny Pulbrook / Seb Hoyle /
Richard Thompson, Finance Director Freida Moore
Telephone: +44 (0) 870 050 9900 Telephone: +44 (0) 20 7638 9571
Chairman's Statement
Trading results
I am delighted to present our first set of preliminary results since the
admission of the Company to AIM on 2 March 2004. The Group has made excellent
progress during the period to 31 December 2004, delivering outstanding financial
results and at the same time significantly advancing the strategic development
of your business. I am particularly pleased to report that following the
acquisition of Alphameric's Retail Division the Group is now the UK market
leader for retail IT systems.
In addition, we have established a strong management team and are now extremely
well positioned to achieve rapid growth and aggressively pursue our overall
objective of maximising shareholder value by establishing Torex Retail as the
leading independent solutions provider to the international retail IT market.
The reported results represent the trading of the Group for the eleven months
since the Company's incorporation on 4 February 2004. These show turnover of
£67.9 million and operating profit before amortisation of goodwill and
exceptional items of £12.7 million.
In order to provide a better understanding of our trading results we have
prepared pro forma information (a summary of which is set out below and a
complete statement is included in the Financial Review). This shows the results
for the Group as if it had been trading in its current form for a full twelve
month period, with the exception that the KPOS and Alphameric businesses
acquired during 2004 are included from their dates of acquisition.
Pro forma twelve months Pro forma twelve months
ended 31 December 2004* ended 31 December 2003*
(unaudited) (unaudited)
£'000 £'000
Turnover 71,760 67,559
Operating profit * 12,508 8,064
Profit on ordinary activities before taxation 7,530 3,873
Earnings per share basic 2.7p 1.0p
Earnings per share diluted 2.6p 1.0p
* Full details of the basis of calculating the pro forma information are shown
in the Financial Review. Operating profit is before charging exceptional items
and goodwill amortisation.
I am delighted to report that pro forma operating profit increased by 55% to
£12.5m. This excellent performance is due mainly to very strong operating
margins, which reflect the success of our business model to focus on software
and services revenues rather than lower margin hardware business, combined with
a very tight control over costs. It is a great credit to our business that our
operating margins are amongst the highest in our industry and give evidence of
the high operational efficiency of the Group.
Pro forma basic EPS increased by a very impressive 170% to 2.7 pence.
Operating cash inflow represented 128% of operating profit reflecting strong
working capital management. Net debt was only £18.8 million at 31 December
compared to £15.3 million at the interim stage not withstanding the additional
£7 million loan taken on in the second half to fund the acquisition of the
Alphameric Retail Division.
Management and staff
During the year we have successfully established an enviable team at plc board
level and, in depth, throughout the executive of the Company. Headed by myself,
the plc executive team of Chris Moore, Richard Thompson, Mark Pearman, Juergen
Heck and Nigel Horn represent a first rate team with a proven track record of
effectively managing profitable growth. Complimented by our non-executives
Geoffrey Forster and David Hallett they make up the full board, which I am proud
to be a member of. The wider executive team is rich in talent, dedicated and
immensely motivated to achieving our goals.
I would like to pay tribute to the staff of Torex Retail, who have all
contributed to this first set of excellent results. The Group employed over
1,100 people at 31 December and on behalf of the Board I would like to thank
them all for their valuable and much appreciated contribution.
Strategy
The Group's strategy is based around the continued development of modern and
innovative products, which can be sold to new customers and throughout the
Group's blue chip customer base. Our market leading LUCAS electronic point of
sale ('EPoS') product provides a platform for a suite of integrated store
management solutions including loss prevention, labour scheduling, time and
attendance and customer counting. In addition the recent Alphameric Retail
Division acquisition has enhanced our strong in-store product offering with best
of breed head office and business intelligence solutions. These act as good
entry points to new customers for our EPoS products, as well as cross selling
opportunities to our existing base.
The Group's focus on the sale of our own intellectual property rights ('IPR')
software, together with related services, continues to prove successful both in
terms of improved operating margins and also new contract wins. The Group's
leading IPR product portfolio and commitment to modern technologies is a key
differentiator in securing new business in the competitive retail systems
market. The Group is working with both the latest JAVA and Microsoft .NET
technologies and has nearly 300 people committed to product development
activity. This significant investment ensures that we remain at the forefront of
innovation in retail systems and so provide our customers with real business
benefits.
The strength of our product portfolio means that there are significant
opportunities for us to develop our business in new markets. This is reinforced
by the international activities of many of our customers, who are looking to
implement common systems across their multi-national estates. We are currently
rolling out systems to a number of customers on a global basis, such as Mont
Blanc, ESPRIT and Deichman and our work on these projects has identified a
number of very exciting new market opportunities. In 2005 we will focus on
increasing our penetration into the USA and South East Asia in particular.
Whilst we are confident of continued new business success, the sales cycle for
large scale retail systems can be lengthy. Therefore, in addition to our drive
for organic growth we will continue to look for suitable acquisitions to
accelerate the overall growth of the Group by expanding our customer base,
enhancing our product and service offering and entering new geographic markets.
Current trading and outlook
We are delighted with our preliminary results, which represent excellent
progress during the period both in terms of financial performance and strategic
development. We are pleased to report that trading in the current period to date
has continued to exceed our expectations as the integration of the Alphameric
Retail Division is well ahead of schedule. We will continue to integrate our
activities in the future as rapidly as possible, therefore maximising economies
of scale whilst providing a well established platform for continued growth both
organically and by acquisition. The combination of innovation, technology,
customer base, geographic coverage and market leadership places us in a unique
position to capitalise on the immense opportunities arising from the improving
market conditions.
Dividends
It is the Board's intention to ensure that shareholders benefit from the success
of the Group with a progressive dividend policy, whilst also balancing this with
the continuing investment needed to increase earnings. Consequently the Board
recommends a final dividend of 0.58 pence per ordinary share making a total for
the period of 0.68p. Subject to approval by the shareholders, the final dividend
will be paid on 20 May 2005 to shareholders on the register at the close of
business on 22 April 2005.
Rob Loosemore
Chairman
21 February 2005
Business Review
Operations
Our Store Management Solutions ('SMS') business has made excellent progress
during the period in both the UK and Germany. We have continued to experience
strong new sales success for LUCAS, the Group's market leading JAVA based EPoS
solution, with a number of significant contracts from major retailers including
Breuninger, Tedi ,Otto, ESPRIT, Sport Scheck, Heinrich Heine and Mont Blanc. In
addition work is underway with a major international lingerie chain to explore
the possibility of rolling LUCAS out across their worldwide estate in some 30
countries.
LUCAS, launched at the end of 2000, has approximately 8,000 till installations
across Europe and North America. This is a very impressive achievement for a new
product and demonstrates not only the strong market demand for this innovative
solution but also provides an unrivalled installed reference base for future
sales. In 2005 we will begin with rolling out LUCAS in the UK for Deichmann,
the international shoe retailer.
The UK business also achieved notable EPoS wins with our Visual software
product. Following a successful pilot of 30 stores, the Co-operative Group
Pharmacy have contracted to rollout the solution to their chain of 300 stores
nationwide.
The renewal of a £7 million contract with WH Smith Travel Retail to provide full
IT outsourcing services was a key contract for the business. The contract runs
until 2007 and represents a significant renewal for Torex Retail and follows the
successful provision of this service to WH Smith Travel Retail over the past
four years. This win demonstrates our continued ability to retain high profile
blue chip business customers.
Operationally, SMS was involved in large rollouts for Matalan, Kaufland, Ipswich
and Norwich Co-operative Society and Toom, a German DIY business. The Matalan
roll out featured the first implementation in the world of a new LINUX based IBM
operating system for retailers, and we are very proud to have received a
prestigious IBM Solution Provider Excellence award for our work on this account.
In North America LUCAS was successfully rolled out into 45 Montblanc stores and
fully integrated into the customer's Swiss head office SAP system. The second
half of the year also included a number of estate wide implementations for Chip
and PIN solutions. The relatively slow take-up by retailers of Chip and PIN is
well documented but we expect a significant increase in Chip and PIN business in
the first half of 2005.
SMS achieved notable success with Big Food Group, implementing our staff
scheduling software solution across their estate of 950 Booker and Iceland
stores throughout the UK. In addition, the recently acquired Business
Intelligence business signed a sizeable three year contract with a leading US
ladies fashion retailer to supply Smartdecision, our leading edge merchandise
planning and decision support product. This contract underlines the significant
potential for Smartdecision in the US market where, given the huge demographic
and climate variations, the requirement for range planning at the store level is
great and can provide a very attractive return on investment to retailers
through increased shelf availability and reduced mark downs.
Our Petroleum and Convenience ('P&C') division has continued to grow during 2004
enjoying a record year for both order intake for its Iridium and Prism EPoS
solution and for the number of installations, which increased by 25% to 842.
This reinforced our position as the leading supplier of systems to independent
petroleum retailers in the UK.
Product strategy
We believe that technological innovation is critical to our success as a leader
in the retail IT systems market. It is only through utilising modern technology
that we can provide retailers with scaleable systems that provide low total cost
of ownership and a quick demonstrable return on investment. To underpin our
commitment to modern technology and continued innovation we have nearly 25% of
staff involved in product development or related technical areas.
LUCAS is our strategic EPoS solution. It was designed with the vision of meeting
the requirements of international retailers who want to exploit the benefits of
running common systems across their multi-national estate. To achieve this it is
based on JAVA technology which provides a tremendously scaleable system which is
independent of the underlying hardware, operating systems and database.
Developed in 1999 and 2000 LUCAS has no legacy code and is designed to take full
advantage of the processing capabilities of modern hardware and databases. In
addition LUCAS has been designed using the internationally accepted ARTS data
model which greatly speeds up the development of new functionality and the
adoption of the product in new markets.
As a balance to our adoption of JAVA as our principal EPoS technology, our head
office systems have been developed using the latest Microsoft .NET technology.
This not only uses both technologies to exploit their respective strengths but
also allows us from a marketing and partner perspective to leverage
relationships with all the major IT companies throughout the world.
Major product development projects completed during the period include the
continued enhancement of LUCAS together with the localisation work required to
introduce LUCAS to the UK and North American markets. We are now working on
projects to integrate LUCAS seamlessly with our newly acquired merchandise
management products, Retail Star, NOVA and DARWIN. In addition we have
successfully developed a self scanning terminal to allow customers to serve
themselves in an international apparel retailer and this product is now being
run on an extended pilot in the retailers' stores. A new fully internet enabled
version of our successful LORD loss prevention product has also been released in
2004.
We are also undertaking a major expansion of the functionality of our best of
breed, merchandise planning product, Smartdecision. With this project we are
working very closely with a major US fashion and apparel retailer to ensure that
the product exactly meets a retailers requirements. In P&C we are implementing
petroleum functionality into LUCAS to provide a highly scaleable and centrally
managed EPoS solution to target the large multi-national petroleum retailers.
Sales and Marketing
2004 has seen a significant investment to refocus Torex Retail from a business
model which prioritised customer retention to one that in addition aggressively
seeks new business. A key part of the strategy of the newly independent Torex
Retail is to shed its image as 'one of the best kept secrets in retail IT' and
substantially raise the profile of the business as a supplier of a comprehensive
range of innovative and market leading retail management solutions.
As part of this process new corporate branding, including a new website
(www.torexretail.com), has been introduced and all of our activities across
Europe now trade under the Torex Retail brand. In addition, the Group has
appointed a number of experienced sales executives to drive new business,
particularly in the UK market. The benefit of this investment is evidenced by
the new contract wins in 2004 and a strong sales pipeline for 2005, supplemented
by an excellent prospect list.
A further route to market is via partners, and during 2004 much greater emphasis
has been placed upon building relationships with these third parties. In
particular Torex Retail has been appointed an IBM Premier Business Partner.
This is IBM's highest category of partner and there are only two other similar
status partners in the UK retail IT market. We are also in discussions with a
number of potential distributors and other third parties to help us introduce
our leading IPR software products into new geographic markets.
We are confident that working more closely with partners going forward will help
us win increased levels of business, particularly amongst larger retailers and
in new markets.
Business Development
During the period we enhanced the SMS business in the UK with two acquisitions.
In August we acquired KPOS Computer Systems Limited ('KPOS') a long standing
supplier of IT systems to the UK retail market with an outstanding reputation
for customer service. The acquisition of KPOS creates significant cross selling
opportunities to the expanded customer base and increases our channel to the UK
market. Integration benefits have been realised in 2004 and new areas of synergy
will be achieved during the coming year.
In November we acquired Pennine Retail Systems (Holdings) Limited ('Alphameric
Retail Division'), which established Torex Retail as the market leader in the UK
for retail IT systems. Going forward, the increased critical mass of our
business provides us with much greater leverage when negotiating contracts, and
the enlarged product portfolio, including merchandise management and business
intelligence systems strengthens our offering as a 'one stop shop' for
retailer's IT solutions. The acquisition also provides the opportunity for
strong organic growth by cross selling the enhanced product portfolio within the
combined customer base and gives customers the confidence that they are buying
from the marker leader.
The integration of the business is already well underway and ahead of schedule.
The management team is now in place and manning levels are currently being
assessed in other areas of the business. Annualised cost savings of £3.3 million
have been identified.
In September the remaining 30.2% of the German Logware business was acquired.
Logware produces LUCAS, which is the basis of the product offering that the
Group is successfully marketing and rolling out across Europe and North America.
Following the period end, the Group acquired Flexiline Forecourt Services
Limited ('Flexiline'). The acquisition will be integrated into the P&C business
and will give us the ability to provide a complete solution for all filling
station installation and maintenance services which we believe will be
particularly attractive to the major oil companies and large supermarket groups.
Chris Moore
Chief Executive
21 February 2005
Financial Review
Introduction
The Company was incorporated on 4 February 2004 as Lynxangel (Holdings) Plc and
on the 16 February acquired the Torex Retail Group of companies from iSOFT Group
Plc. On the 17 February the Company changed its name to Torex Retail plc and on
2 March the Company's ordinary shares were admitted to trading on AIM.
Operating Results
The reported results represent the trading of the Group for the eleven months
since the Company's incorporation on 4 February 2004. These show turnover of
£67.9 million and operating profit before amortisation of goodwill and
exceptional items of £12.7 million.
However, in order to provide a better understanding of our trading results we
have produced pro forma information, shown below. This information shows the
results for the Group as if it had been trading in its current form for a full
twelve month period. Comparative pro forma information has also been provided
for the 12 month period to 31 December 2003.
The pro forma information has been prepared on the following basis:
• The pro forma results for the twelve months ended 31 December 2004
comprise the actual results of the Group for the eleven month period
and the actual January 2004 operating loss of the original Torex
Retail Group, on the basis of current accounting policies. They have
an assumed tax rate of 30% (after allowing for goodwill amortisation),
the same goodwill amortisation charge as the eleven month period and
include the results of KPOS and Alphameric Retail Division from their
respective dates of acquisition.
• The pro forma results for the year ended 31 December 2003 comprise the
actual results for the period, on the basis of current accounting
policies. The results include the same plc board, interest and
goodwill amortisation charges as for the year ended 31 December 2004.
Tax has been calculated on the same basis as above.
• The pro forma EPS are based on the weighted average number of shares
for the period ended 31 December 2004.
Pro forma Profit and Loss account
Proforma 12 months Pro forma 12 months
ended ended
31 December 2004 31 December 2003
£'000 £'000
Turnover 71,760 67,559
Cost of Sales (23,321) (23,812)
Gross Profit 48,439 43,747
Gross margin 67.5% 64.8%
Overheads (35,931) (35,683)
Operating Profit* 12,508 8,064
Return on sales 17.4% 11.9%
Interest (1,253) (1,253)
Profit on ordinary activities before tax* 11,255 6,811
Exceptional items (787) -
Goodwill amortisation (2,938) (2,938)
Profit on ordinary activities before tax 7,530 3,873
Pro forma earnings per share
Basic 2.7p 1.0p
Diluted 2.6p 1.0p
Adjusted basic* 5.0p 2.9p
* Pre exceptional items and goodwill amortisation
The Group has achieved improved gross margins in all major areas of the
business. This has arisen primarily from an increase in sales of higher margin
software products which have increased to 20% of total sales (2003: 17%).
Similarly there has been a reduction in lower margin hardware sales from 38% in
2003 to 33% in 2004.
A tight control has been maintained on overheads throughout the year and in
addition, the full effect of cost saving exercises completed in 2003 has been
recognised in 2004. This is not fully visible in the above figures due to the
overhead costs of the acquired businesses. The total overhead cost for 2004,
excluding KPOS and Alphameric Retail Division, is £32.8 million.
Pro forma operating profit before tax, goodwill amortisation and exceptional
items was £12.5 million (2003: £8.1 million) an increase of 55%, driven by
strong growth in the SMS business. The former KPOS and Alphameric Retail
Division businesses contributed £1.2 million in the period.
Exceptional Items and Goodwill amortisation
An exceptional charge of £787,000 has been incurred in the period. Of this
£545,000 represents a charge required under UITF Abstract 17 to reflect the fair
value of share options vested in an Employee Share Scheme and £242,000 relates
to redundancy costs incurred as acquired businesses were restructured.
A £2.9 million charge for the amortisation of goodwill has been made during the
period, of which £0.2 million related to goodwill generated on the acquisitions
of KPOS and the Alphameric Retail Division.
Tax
The overall tax charge on ordinary activities was 36%. This is in excess of the
standard rate. This is principally due to goodwill amortisation which is not
allowed for UK tax purposes and higher overseas tax rates, which are partially
offset by a tax credit on the £2.4 million redemption premium on the loan notes
issued as part of the consideration for the acquisition of the Torex Retail
Group from iSOFT plc.
Earnings per share
Basic pro forma earnings per share was 2.7 pence up 170% on the prior period
(2003: 1.0 pence).
Balance sheet
The balance sheet as at 31 December 2004 shows net assets of £72.6 million,
including goodwill of £78.2 million, after the current period's charge for
amortisation. Goodwill is being written off over twenty years and arises from
the acquisitions detailed below.
During the 11 months to December 2004, the Group has experienced strong cash
inflows from operating activities, generating £11.5 million of cash (128% of
operating profit). Net debt at the year end was £18.8 million.
Acquisitions
The acquisition of the Torex Retail Group was completed on 16 February 2004 for
a total consideration of £62.9 million which comprised of £46.3 million in cash,
£14.2 million in loan notes and £2.4 million in redemption premium on the loan
notes.
Other acquisitions made during the period comprised:
• KPOS Computer Systems Limited ('KPOS') was acquired on 9 August 2004
for a consideration of £8.7 million comprising £4.9 million in cash
and £3.8 million in shares;
• On 6 September the remaining 30.2% stake in Logware Information
Systems Gmbh was acquired, making it a wholly owned subsidiary of the
Group. The consideration was fully satisfied by shares in the Company,
with a value of £3.8 million; and
• Pennine Retail Systems (Holdings) Limited (a company comprising the
Alphameric Retail Division) was acquired from Alphameric Plc on
29 November 2004 for an initial consideration of £15 million. A
further £15 million may be payable dependant upon the financial
performance of the acquired business during the period to 31 December
2005. The initial consideration comprised £10 million in cash and £5
million in shares
On 19 January 2005 Flexiline was acquired for a consideration of £2.1 million,
which was satisfied by the payment of £1.05 million in cash and the balance in
shares.
Richard Thompson
Group Finance Director
21 February 2005
Group profit and loss account
Note 11 months
ended
31 December
2004
£'000
Turnover
Continuing operations 67,935
Cost of sales (22,022)
Gross profit 45,913
Administrative expenses (33,224)
Operating profit before goodwill amortisation and exceptional items
Continuing operations 12,689
Exceptional items 2 (787)
Goodwill amortisation (2,938)
Operating profit
Continuing operations 8,964
Net interest payable 3 (1,253)
Profit on ordinary activities before taxation 7,711
Taxation on ordinary activities 4 (2,813)
Profit on ordinary activities after taxation 4,898
Minority interest (226)
Dividends 5 (1,226)
Retained profit 3,446
Earnings per 1p ordinary share before goodwill amortisation and exceptional items 5.3p
Basic earnings per 1p ordinary share 3.0p
Fully diluted earnings per 1p ordinary share 2.9p
Group balance sheet
Note 31 December
2004
£'000
Fixed assets
Intangible assets 7 78,218
Tangible assets 2,944
81,162
Current assets
Stocks 8,728
Debtors 8 31,785
Cash at bank and in hand 9,235
49,748
Creditors: amounts falling due within one year 9 (33,593)
Net current assets 16,155
Total assets less current liabilities 97,317
Creditors: amounts falling due after more than one year 10 (24,684)
Net assets 72,633
Capital and reserves
Called up share capital 1,785
Shares to be issued 5,055
Share premium account 61,586
Other reserve 545
Profit and loss account 3,662
Shareholders' funds - equity 72,633
Group statement of cashflows
11 months
ended
31 December
2004
£'000
Net cash inflow from operating activities 11,475
Return on investments and servicing of finance
Interest paid (1,179)
Interest received 91
Net cash outflow from returns on investments and servicing of finance (1,088)
Taxation (1,281)
Capital expenditure (477)
Acquisitions of businesses
Purchase of subsidiary undertakings (80,403)
Net cash acquired with subsidiary undertakings 4,374
Deferred consideration payment (724)
Net cash outflow from acquisitions of businesses (76,753)
Equity dividends paid (167)
Net cash outflow before financing (68,291)
Financing
Issue of ordinary share capital 52,553
Expenses of share issues (2,890)
Loan advances 30,100
Loan repayments (2,100)
Capital element of finance lease payments (267)
Net cash inflow from financing 77,396
Increase in cash 9,105
Reconciliation of net cash flow to movement in net debt
Increase in cash in the period 9,105
Cash inflow from increase in debt (28,000)
Exchange movement 130
Movement in net debt in the period (18,765)
Net debt at 4 February -
Net debt at 31 December (18,765)
Analysis of net debt
At 4 February 2004 Cash flows At 31 December 2004
£'000 £'000 £'000
Cash at bank and in hand - 9,235 9,235
Debt due within one year - (3,600) (3,600)
Debt due in more than one year - (24,400) (24,400)
- (18,765) (18,765)
Net cash inflow from operating activities
11 months
ended
31 December
2004
£'000
Operating profit 8,964
Depreciation charges 732
Goodwill amortisation 2,938
Increase in stocks (1,121)
Increase in debtors (2,282)
Increase in creditors 2,244
11,475
Statement of group total recognised gains and losses
11 months
ended
31 December
2004
£'000
Profit for the financial period 3,446
Exchange difference on retranslation of net assets of subsidiary undertakings 216
Total gains for the financial period 3,662
Notes to the financial statements
1. The financial information contained in this preliminary announcement does
not constitute statutory accounts as defined in Section 240 of the
Companies Act 1985. Copies of the directors' report and the audited
financial statements for the period ended 31 December 2004 will be posted
to shareholders in due course and may be obtained thereafter from the
Company's registered office at Telfer House, Range Road, Witney,
Oxfordshire OX29 0YN.
2. Exceptional items
11 months
ended
31 December
2004
£'000
Restructuring costs 242
Charge in respect of employee share schemes 545
787
3. Interest
11 months
ended
31 December
2004
£'000
Bank loan interest (1223)
Other interest payable (121)
(1,344)
Interest receivable 91
(1,253)
4. Tax on profit on ordinary activities
11 months
ended
31 December
2004
£'000
United Kingdom corporation tax 2,503
Overseas tax 1,607
United Kingdom deferred tax (1,297)
2,813
5. Dividends
11 months
ended
31 December
2004
£'000
Equity - Ordinary shares
Interim paid (0.10p per ordinary share) 167
Final proposed (0.58p per ordinary share) 1,059
1,226
6. Earnings per share
Earnings per share for the eleven month period ended 31 December 2004 is
based on the profit after taxation and minority interests of £4,672,000
divided by the weighted average number of shares during the period,
156,581,594 (basic) and 163,211,209 (diluted) 1p ordinary shares.
A reconciliation of the basic and fully diluted number of shares used in
the eleven month period ended 31 December 2004 is:
Basic weighted average number of shares 156,581,594
Dilutive share options 3,916,744
Shares to be issued 2,712,871
Diluted weighted average number of shares 163,211,209
7. Intangible assets
Goodwill 2004
£'000
Acquisition of the Torex Retail Group 58,623
Acquisition of KPOS Computer Systems Limited 7,286
Acquisition of 30.2% minority interest in Logware Information Systems Gmbh 3,655
Acquisition of the Pennine Retail Systems (Holdings) Limited (Alphameric Retail Division) 11,592
81,156
Amortisation (2,938)
78,218
Fair value adjustments have been made to the book value of the assets and
liabilities acquired to adjust, where applicable, the carrying value of certain
assets and liabilities. These fair values are preliminary and will be further
reviewed in 2005.
Goodwill is being amortised over twenty years.
8. Debtors
2004
£'000
Trade debtors 19,611
Prepayments and other debtors 8,897
Deferred tax 3,277
31,785
9. Creditors: amounts falling due within one year
2004
£'000
Trade creditors 10,183
Bank loans 3,600
Finance leases 307
Deferred income 7,995
Dividend 1,058
Corporation tax 980
Other taxes and social security 3,458
Other creditors and accruals 6,012
33,593
10. Creditors: amounts falling due after more than one year
2004
£'000
Bank loans 24,400
Finance lease obligations 284
24,684
This information is provided by RNS
The company news service from the London Stock Exchange
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