Final Results
Anite Group PLC
13 July 2004
For immediate release Tuesday, 13 July 2004
ANITE GROUP PLC
Audited Preliminary results for the year ended 30 April 2004
Anite Group plc ('Anite' or 'the Group'), the worldwide IT solutions and
services company, today announces its audited preliminary results for the year
ended 30 April 2004, key features of which are:
•Underlying profit before tax* of £15.7m (2003: £18.2m) on revenues* of
£188.8m (2003: £199.1m), in line with expectations
•Underlying second half trading* ahead of same period in 2002/3 and first
half of 2003/4; Public Sector returned to profit in the second half
•Underlying basic earnings per share* 3.2p (2003: 4.3p)
•Operating margin before utilisation of provisions fell to 9.2% (2003:
10.3%)
•Total reported losses before tax of £28.8m (2003: loss £112.5m) includes
impairment and goodwill amortisation, contract provisions and net
exceptional items totalling £48.7m (2003: £131.1m) on revenues of £196.3m
(2003: £216.3m)
•Total loss per share 8.6p (2003: loss per share 34.2p)
•Net funds of £5.0m (30 April 2003: net debt £16.3m), after £11.0m of cash
earnout payments and £3.0m of one off cash receipts; strong cash generation
and conversion of ongoing operating profits* to Group net cash inflow
•Order intake* of £206m up 4% compared to last year giving book to bill
ratio of 1.1
*ongoing businesses (before exceptional items and restructuring costs,
amortisation and impairment of goodwill and closed businesses and before
utilisation of provisions). See attached tables - Segmental Analysis and Loss
per ordinary share.
Commenting on today's results, Steve Rowley, Anite's Chief Executive, stated:
'Considerable progress has been made during the year in resolving legacy issues
and setting the Group in motion for an improvement in its performance. This is
as evidenced today by a growing order book and an evolving strategy on the back
of a lower cost base, strong cash flow, reduced debt and a business that is in
much better shape.
'Most of Anite's businesses are now performing satisfactorily and the recovery
in Public Sector continues in line with plan. The current financial year has
started well with trading ahead of the same period last year. As a result the
Board remains cautiously optimistic about Anite's future prospects.'
For further information, please contact: www.anite.com
Anite Group plc 01753 804000
Steve Rowley, Chief Executive
Christopher Humphrey, Group Finance Director
Smithfield 020 7360 4900/07831 406117
Reg Hoare/Tehsin Nayani
Print resolution images are available for the media to view and download from
www.vismedia.co.uk
Preliminary results for the year ended 30 April 2004
Chairman's Statement
Introduction
Anite is an international IT company that provides software, systems
integration, consultancy and managed services across the travel, telecoms and
public sector markets. Headquartered in the UK, the Group employs around 1800
staff in 12 countries across Europe, America and Asia. Anite solutions are
recognised as market leaders in their fields:
• the top 10 global mobile phone handset manufacturers all use Anite
testing technology
• 3 out of 4 UK Local Authorities use Anite applications
• around 40% of UK package holiday bookings were made using Anite systems
last year
A year of consolidation
Following the significant period of transition undergone in 2003, the year under
review was one of major consolidation. Following the appointment of Steve Rowley
as Chief Executive with effect from 3 November 2003, the Board set him three
principal tasks:
• to continue the consolidation, integration and cost cutting initiatives;
• to focus on invigorating Anite's sales and marketing activities; and
• to conduct a review of the opportunities and potential of the businesses
that constitute Anite
Considerable progress has been made during the year in resolving legacy issues
and setting the Group in motion for an improvement in its performance. This is
evidenced today by a growing order book and an evolving strategy on the back of
a lower cost base, strong cash flow, reduced debt and a business that is in much
better shape. Most of Anite's businesses are now performing satisfactorily and
the recovery in Public Sector continues in line with plan, excluding the State
of Victoria contract.
In line with the Board's expectations at the time of the Group's interim results
in December 2003, underlying second half performance improved compared with the
first half and the same period last year. Cash management was well ahead of
expectations after making earnout payments, in part having benefited from one
off credits and working capital improvements. Restructuring and other one off
costs however were substantially higher than expected principally due to
provisions made against both Pericles and the State of Victoria contract. The
benefits of cost cutting came through strongly as anticipated and order intake
began to improve in parts of the Group.
Results
Underlying profits before tax (of ongoing businesses, before exceptional items
and restructuring costs, amortisation and impairment of goodwill and before
utilisation of contract provisions) fell to £15.7m (2003: £18.2m). Profits
benefited from lower interest charges and corporate costs but reflected mixed
performances in Anite's businesses. Public Sector's performance was turned round
from first half losses to a second half profit, but International's profits
declined significantly and Travel's profits also fell. However, both Travel and
Telecoms improved their margins on lower sales. Operating profits for the
ongoing businesses (before goodwill and exceptional items and before utilisation
of provisions) fell to £17.3m (2003: £20.6m) and operating margins were 9.2%
(2003: 10.3%).
The reduced reported pre-tax loss (after amortisation and exceptional items) of
£28.8m (2003: £112.5m) benefited from much lower impairment charges than last
year (when a major review of goodwill relating to past acquisitions was
undertaken). This year's review of goodwill relating to past acquisitions
resulted in a total impairment charge of £18.5m (2003: £74.7m) being included in
these results, whilst goodwill amortisation was £16.6m (2003: £24.3m). £8.8m of
the impairment charge was reported at the half year (relating to International)
and a full year review resulted in a further addition of £3.8m relating to the
acquisition of Pericles from ICL in 2001 and further impairment of £5.9m
relating to International. Exceptional items totalling £20.0m related to
provisions against onerous contracts, redundancy costs and other write offs.
These costs included additional provisions for onerous loss making contracts,
made up of a new provision of £4.0m, which was booked against Pericles'
development to be utilised over next 18 months, and an additional provision of
£10.2m against the State of Victoria development contract, making a total of
£12.7m, of which £4.3m has been utilised, with the remainder to be utilised over
the next 4 years. We are confident that we have identified all material legacy
issues and have provided adequately for their resolution.
Adjusted underlying basic earnings per share (ongoing businesses, before
goodwill amortisation, exceptional items and before utilisation of contract
provision) were 3.2p (2003: 4.3p). Total loss per share after goodwill
amortisation and exceptional items was 8.6p (2003: loss per share 34.2p).
Turnover (of ongoing businesses) having fallen 10% in the first half, largely
due to tough trading conditions in the Travel and International, was flat in the
second half compared to last year. Public Sector and Telecoms broadly held their
revenues for the year as a whole. The Group's order intake totalled £206m, up 4%
compared with last year giving a book to bill ratio of 1.1, which has resulted
in our annualised managed services and support revenues increasing from 20.4% to
24.4% of total ongoing revenues.
Strong cash generation, a characteristic of Anite's business, has enabled the
Group to pay out £11.0m of acquisition and earnout commitments whilst keeping
well within its total banking facilities, which were renegotiated on
satisfactory terms during the year. Including the benefit of £3.0m of one off
cash receipts and reflecting good conversion of underlying operating profits
into cash, year-end net debt of £16.3m at 30 April 2003 was transformed into
year end net funds of £5.0m at 30 April 2004 (31 Oct 2003: net debt £10.8m). Net
interest payable, before exceptional foreign exchange gain, fell from £2.4m to
£1.6m and was over 13 times covered by underlying operating profits before
goodwill amortisation and exceptionals.
During the year there was a net headcount reduction in the UK of around 160
(ongoing businesses), at a cost of £4.3m included in the exceptional items,
which delivered significant annualised cost savings during the year.
Disposals
During the current year, we reviewed certain peripheral, non-material
businesses, either by geography or vertical market, and have considered
disposing of some of these. We will continue to review the fit of the Group's
businesses in the current year as part of the Board's strategic review.
Following the interim results, we announced in December 2003 the disposal of
Anite Benelux, a Netherlands based IT consultancy, in line with this strategy
for a total consideration of £1.05m (€1.5m), following payment of a dividend to
Anite of £1.2m (€1.7m). Benelux's results are shown as a disposed activity in
these results. It employed 164 staff out of a total of over 700 in Anite's
International consultancy division.
Earnouts
We paid out £11.0m of cash earnouts and £8.2m of share earnout settlements for
the year as a whole. Remaining earnout payments total £8.2m in cash/loan notes
and £0.8m in shares, of which £1.0m is dependent on earnout targets being
achieved. Thus we have largely resolved this long running concern during the
year, paying out less than expected in the process. These earnouts resulted from
the Group's rapid expansion by acquisition between 1998-2002.
The Board
As previously announced, major board changes during the year have strengthened
the Group's management. Steve Rowley joined as our new Chief Executive on 3
November 2003. Steve had most recently served as a Senior Vice President and
General Manager at PeopleSoft Europe. He offers the right skill-set for Anite's
future development and is bringing his extensive international management
experience to bear on the Group.
Progress is being made in terms of the Group's succession planning, with the
appointment of new non-executive directors a priority. We therefore announced on
28 May 2004 the appointment of Peter Bertram as a non-executive Director. He was
formerly Chief Executive of Azlan Group plc between 1998-2003. We also announced
on that day that David Thorpe is standing down on 1st August 2004, due to a
significant new commitment. We are very grateful to David Thorpe for his
important contribution to Anite's transition and consolidation during the last
two years and for his excellent stewardship during the interim period prior to
Steve Rowley's appointment, and wish him well in his new venture. Equally, we
welcome Peter Bertram who brings significant public company experience in our
sector, having successfully turned around Azlan and delivered shareholder value.
We also announced at the AGM in September 2003 that following the new Chief
Executive's appointment, and assuming that continuing progress is made by the
Group in 2004, that I will stand down and my successor will be identified in due
course. To that end the Board will be further strengthened during the Group's
current financial year and succession plans announced around the time of the
2004 AGM.
People
On behalf of the board I would like to thank all employees for their
contribution, hard work and support during this year of significant change.
Dividend policy
Following resolution of the earnout commitments and reflecting the Group's
strong cash flow and the considerable reduction in the Group's debt, it will be
appropriate to review our dividend policy in the current financial year in light
of future prospects.
Summary
The year under review has been one of consolidation. Considerable progress has
been made in resolving legacy issues and setting the Group in motion for an
improvement in its performance. This is evidenced today with a growing order
book and an evolving strategy on the back of a lower cost base, strong cash
flow, reduced debt and a business that is in much better shape.
Indeed, most of Anite's businesses are now performing satisfactorily and the
recovery in Public Sector continues in line with plan. The current financial
year has started well with trading ahead of the same period last year. As a
result the Board remains cautiously optimistic about Anite's future prospects.
A further update on the Group's progress will be provided at the Annual General
Meeting on 28 September 2004.
Alec Daly
Chairman
Chief Executive's Operating Review
Introduction
I am glad to report that we have made considerable progress on the tasks set me
by the Board following my appointment. Indeed we are beginning to deliver
improvements with a growing order book and an evolving strategy. Management
changes have been made at divisional level, integration activities continue and
additional cost savings have been implemented, whilst a range of legacy issues,
from onerous contracts to surplus property space, are being resolved.
In more recent months and in conjunction with the Board, I have been undertaking
a strategic review of the Group. We have identified that the long term prospects
for our three core vertical markets of public sector, telecoms and travel are
excellent and that we are well positioned with businesses that are market
leaders. Our aim will be to build on those leadership positions by identifying
growth opportunities, whilst continuing to review the potential of our
individual businesses.
Strategy
Anite's primary business is the provision of business critical solutions based
on its deep sector knowledge of the public sector, travel and telecoms markets.
These solutions almost always include the supply of Anite owned software
products. The Group provides a comprehensive service to its customers including
implementation, systems integration, maintenance and managed services, thus
enabling it to maximise customer satisfaction and its financial returns.
Our aim is to be number one or number two in each of the markets we serve with
our vertical software applications, thus also enabling us to make attractive
returns. In market segments that have a highly fragmented supplier base or where
there is no clear leadership position, it is difficult to achieve similar
returns. Over time we aim only to operate where we can establish such market
leading positions.
One Company Initiatives
During the second half of the year a number of integration initiatives were
launched to make the best practice and capabilities of each division available
to the Company as a whole. These included, amongst others, making our managed
services and system integration resources available to all businesses;
consolidating our internal IT; operating a consistent sales forecasting process;
and introducing a tighter, well defined contract bid approval process.
These activities provide new revenue streams, reduce costs, improve control and
enable us to present a more consistent face to our customers. Further progress
is anticipated over the coming months with these initiatives.
Divisional performance* before unallocated Group central costs and interest was:
• Public Sector: turnover £73.9m, operating losses £0.5m, margin (0.7%)
• Travel: turnover £28.3m, operating profits £6.2m, margin 21.9%
• Telecoms: turnover £36.8m, operating profits £8.9m, margin 24.2%
• International: turnover £49.7m, operating profits £5.0m, margin 10.1%
*ongoing businesses before goodwill amortisation and impairment, exceptional
items and before utilisation of contract provisions.
Divisional Review
Public Sector
Anite is a market leader in applications for key parts of local government -
such as local tax collection, benefits payments, housing management and social
care solutions - as well as an important supplier into the central government
and police markets.
After reporting an underlying loss in the first half, Public Sector's
performance improved and it was profitable in the second half (before and after
utilisation of onerous contract provisions) although it made a small loss for
the year as a whole before utilisation of contract provisions. On the same
basis, its second half performance was also ahead of the second half least year.
Public Sector has been a key area of management focus. In January, Simon
Tyrrell, then Managing Director of Travel, was appointed Interim Managing
Director of Public Sector, to strengthen divisional management and performance,
since when a number of changes have been implemented. First, more stringent
processes and controls were introduced, including contract bid reviews and
approvals and sales forecasting. Secondly, the business was streamlined into
three market focused lines of business, Health & Social Care, Regional & Local
Government, and Enforcement & Security, to take advantage of the faster growing
areas of public spending. With effect from the current financial year, Public
Sector's performance will be reported on this basis.
Thirdly, following a headcount reduction of 140 in the first half, a further
headcount reduction of 20 was implemented in April 2004. Fourthly, the
relocation of our Bracknell based staff to our Slough offices has already led to
operational improvements, and subsequent to the year end two further operations
totalling 60 staff were moved to Slough to generate further cost savings.
Finally, we have focused on resolving with two legacy issues in Public Sector
which have led to significant new provisions being made. Pericles, our revenues
and benefits product, has gone live at three major customer sites. However, as
announced in May 2004, we have incurred additional costs relating to schedule
delays and additional development costs which led to the provision. In addition,
given delays and significant unforeseen additional development costs following a
review, in May we also booked a provision against the State of Victoria
development contract, adding to an existing provision, to be utilised over the
next four years.
Although much work remains to be done, the underlying Public Sector business is
now performing much better and order intake on a like for like basis is ahead of
last year. Some public sector markets are still strong with government spending
on modernising public services continuing to increase. We are working hard to
ensure that Anite gains its share of these opportunities.
Travel
Anite is one of the leading reservation systems and e-commerce providers to
tour, cruise, ferry and rail operators worldwide, providing mission critical
managed services and solutions.
Travel continues to perform very well in a difficult trading environment, with
strong cost control sustaining good profitability. Although profit for the year
fell on reduced turnover, margins rose slightly. After a difficult first half,
the market has stabilised, reflecting a modest increase in confidence amongst
our customers. A notable contract win just prior to the year end was signed with
Irish Ferries, Ireland's leading ferry company, for €4m, and only this week we
announced a £2m contract wih Center Parcs.
The development of a new Oracle based technology platform for the tour & ferry
market enables us to offer a clear migration path for customers using legacy
systems and we expect to cement our future market position on the back of this
development. Managed Services continues to be a major component of the Travel
business, and enabled us to secure a large Managed Services contract with
Lifetime, a financial services start up, towards the end of the financial year.
As a result of the improving industry outlook, Travel has entered the new
financial year with a stronger order book, although it should be cautioned that
the industry is still vulnerable to unexpected global events.
Telecoms
Anite provides specialist systems and software for mobile phone network
simulation and handset testing around the globe for a growing, global Tier 1
client base. In addition we operate a small business providing wholesale billing
software to telecom operators.
Telecoms performed strongly during the year despite the tough operating
environment for the network operators and equipment manufacturers, with higher
profits on the back of strong margins being achieved due to rigorous cost
control on marginally lower sales. Revenues in the core wireless testing
business
were static, but profits rose, due to reduced maintenance and development costs
through use of an offshore development centre in Bangalore, India, and new
worldwide hardware support arrangements with Agilent. Towards the end of the
year we also began to benefit from lower costs from the successful adoption of
Agilent hardware platforms. Telecoms' regional expansion continued with new
sales and support offices in San Diego, serving local customers, and a new Anite
office in Korea, taking over from a distributor, directly serving local
customers and assisting our improving penetration in the Asia Pacific region.
Our 3G business developed steadily, making good progress with European Operators
as they move closer to launch. We also launched our 3.5G HSDPA testing solution
and concluded a significant early contract with a leading Asian Mobile Operator.
Telecoms' prospects for the current financial year are improving as tough market
conditions ease somewhat, with customers' budgetary constraints starting to
relax a little and with encouraging new licence wins. As a result we have
recently committed to additional development spend to take advantage of this
modestly improving outlook and potential opportunities.
Calculus, our billing business, had another tough year, with both revenues and
profits falling.
International
International brings together Anite's European consultancy businesses, focusing
on IT consultancy and systems integration in a range of vertical markets
including finance, telecoms and public sector.
As expected, market conditions remained tough throughout the year, especially in
Germany and in verticals such as Finance, resulting in revenues, margins and
profits falling as expected.
Following the interim results, we announced in December the disposal of Anite
Benelux, a Dutch based IT consultancy and part of the division, reflecting
Anite's intention to dispose of certain small peripheral businesses. It employed
164 staff out of over 700 in Anite's International division.
In the current financial year, International's trading outlook remains tough,
although France is now performing better compared with last year largely
offsetting the continued weakness in Germany.
Order Book
The Group has seen satisfactory order intake of £206m, up 4% compared with last
year on a like for like basis, with strong order backlog of £111m, ahead of last
year, and an overall Group book to bill ratio of 1.1 (2003: 1.0).
Divisional order intake was:
•Public Sector - an order intake to revenue ratio of 1.2, an increase of
6% giving the business a strong opening order book of £65.5m, up 33%
•Travel - an order intake to revenue ratio of 1.2, up 21% with an opening
order book up 43%.
•Telecoms - an order intake to revenue ratio of 1.0
•International - an order intake to revenue ratio of 0.9, showing a
reduced opening order book than last year
Outlook
We expect the current financial year to be one of further progress in Anite's
recovery. The year has started with an improved order book and a lower cost base
(and lower development spending), supported by strong cash flow, debt reduction
and a business that is in much better shape. Most of our businesses are now
performing satisfactorily and the recovery in Public Sector continues in line
with plan.
Market conditions in our core vertical markets are also improving with the
public sector spending still strong and initial signs of a more benign sales
environment evident in telecoms and travel. The current financial year has
started well with trading ahead of the same period last year. As a result the
Board remains cautiously optimistic about Anite's future prospects.
A further update will be provided on the Group's progress at the time of the
Annual General Meeting on 28 September 2004.
Steve Rowley
Chief Executive
Group Finance Director's Review
Results summary
£m 2004 2003
Underlying results*
Turnover 188.8 199.1
Adjusted Pre tax Profit (1) 15.7 18.2
Utilisation of contract provisions 4.3 -
Adjusted Pre tax profit (2) 20.0 18.2
Adjusted basic earnings per share (1) 3.2 4.3
Adjusted basic earnings per share (2) 4.5 4.3
Statutory Results
Turnover 196.2 216.3
Total exceptional items, goodwill etc before tax (48.7) (131.1)
Loss before tax (28.8) (112.5)
Basic loss per share (8.6)p (34.2)p
*ongoing businesses (before exceptional items and restructuring costs,
amortisation and impairment of goodwill and closed businesses and before
utilisation of provisions).
(1) Before utilisation of contract provisions. (2) After utilisation of contract
provisions
Overview
The year has been dominated by consolidation, integration, cost cutting,
resolution of legacy issues, property rationalisation, cash flow and working
capital management and clarification of contractual issues. Group underlying
profits before tax (ongoing businesses, before goodwill amortisation,
exceptional items and before utilisation of provisions) fell during the year
reflecting a combination of margin pressure and falling sales in some
businesses, in part due to resolving legacy issues and in part due to market
conditions. However, the second half year showed an improvement on the first
half year and on the same period last year and the outlook for the current year
is better.
Exceptional items
In May 2004 we announced that we were making additional provisions for onerous
loss making contracts. We booked a new provision of £4m against Pericles'
development, to be utilised over next 18 months, and an additional provision of
£10.2m against the State of Victoria development contract, making a total
provision of £12.7m of which £4.3m has been utilised; the remainder will be
utilised over the next 4 years.
Following some exceptional items reported at the time of the interim results in
December, there were greater second half restructuring costs than expected, but
we also benefited from the resolution of historic disposal issues.
Total exceptional items, closed businesses and goodwill are analysed below:
£'m
Exceptional items reported before operating loss
- Redundancy and restructuring costs 6.2
- Onerous contract provisions 14.2
- Recovery of aborted acquisition cost (0.4)
-------
20.0
- Operating profit from disposed/closed businesses (0.7)
-------
19.3
- Goodwill amortisation 16.6
- Goodwill impairment 18.5 35.1
------- -------
54.4
Exceptional items reported after operating loss
- Loss on disposal of Anite Benelux 1.1
- Consideration from previously closed businesses (1.3)
- Write back of tax warranty and earnout provisions no (4.2) (4.4)
longer required ------- -------
50.0
- Amounts recovered from own shares/investments (0.1)
- Profit on sale of fixed asset investment (0.1)
- Foreign exchange gain on foreign currency
intercompany financing (1.1) (1.3)
-------
-------
Total exceptional items reported before tax 48.7
Tax effect on exceptional items (3.3)
-------
Total exceptional items reported after tax 45.4
=======
Goodwill
Goodwill is capitalised based on the best estimate of potential costs of an
acquisition, including earnout, and is written off over a maximum of ten years.
If earnouts below the amount provided are paid, the difference is credited
against goodwill. The goodwill charge for the period was £35.1m, made up as
follows:
• Goodwill amortisation of £16.6m (2003: £24.3m)
• Goodwill impairment of £18.5m (2003: £74.7m), following a further review
of the Group's businesses in particular Anite Finance, Pericles and
International businesses.
£8.8m of the above impairment charge was reported at the half year (relating to
International) and a full year review resulted in a further addition of £3.8m
relating to the acquisition of Pericles from ICL in 2001 and further impairment
of £5.9m relating to International.
After the above charges, the total net carrying value of goodwill is £63.5m and
we expect that the annualised level of goodwill amortisation going forward will
be approximately £13m.
Costs
Divisional performances are stated before unallocated Group corporate costs.
These costs include head office staff costs, directors' remuneration,
professional and office costs, but exclude costs directly attributable to
operations. During the period unallocated Group corporate costs totalled £2.3m
(2003: £2.9m).
Restructuring of the businesses continued to reduce the cost base and during the
year there were significant annualised overhead reductions achieved largely as a
result of a fall in net headcount of around 160 staff in total, principally in
Public Sector. Whilst we continue to identify cost cutting opportunities where
possible to ensure that the Group's cost base is aligned with market conditions,
we are not currently planning any major headcount reductions in the current
year.
Development spending has been in line with expectations for the year as whole at
£11.8m (2003: £10.2m), once again largely focused on Public Sector and Telecoms.
The level of development spending is expected to decrease in the current year,
notwithstanding new demand led opportunities in Telecoms referred to in the
divisional review above.
Having undertaken a review of property rationalisation opportunities across the
Group, in the first half we relocated our small head office from Reading to our
existing premises in Slough where we have additional space available. We also
relocated our Bracknell based Public Sector operations to Slough and as a result
sold the Bracknell freehold building for £1.4m. Since then we have also
relocated the Public Sector mobile working team from Kingston to Slough and are
in the process of relocating the Anite Finance team from Aylesbury to Slough, in
total 60 staff, which is expected to lead to further cost savings. Other
property rationalisation opportunities are still being reviewed that are likely
also to yield cost savings. Included in operating costs is a net £0.6m increase
to our non-operational property provision.
Interest costs fell during the period, reflecting the reduction in net debt on
the back of strong cash flow, and comprises:
£m 2004 2003
------------------- ------------------- -------------------
Net bank interest 0.9 1.3
Loan notes 0.4 0.6
Other 0.3 0.5
------------------- ------------------- -------------------
Net interest charge 1.6 2.4
Exceptional exchange gain (1.1) -
------------------- ------------------- -------------------
Total Finance Charge (net) 0.5 2.4
------------------- ------------------- -------------------
Interest cover based on ongoing businesses before goodwill and exceptional items
and utilisation of contract provisions for the year was 13.5 times (2003: 8.7
times).
Cash flow
During the year the Group generated net cash inflow of £26.3m (2003: £4.8m)
allowing the payment of loan notes of £9.7m (2003: £13.8m) and repayment of bank
debt, leaving total net funds of £5m (2003:net debt £16.3m). The strong
conversion of trading results to cash and cash flow has also benefited from
£3.0m of one off cash receipts, including the sale of our Bracknell premises for
£1.4m, which enabled us to repay the mortgage on that building, and lower UK tax
payments in the year. In addition, we have improved working capital management
during the year especially within the Public Sector, whilst also incurring lower
capital expenditure. Earnout payments of £11.0m were paid out of cash flow.
Taxation
The tax rate for the ongoing business for the year was 22% (2003: 23%) and a
similar level is expected to be maintained for the foreseeable future.
Earnings per share
The number of shares in issue increased in the period under review from
340,480,869 at 30 April 2003 to 351,893,941 at 30 April 2004 following the issue
of 11.4m shares as settlement of earnout and option/SAYE exercises. The weighted
average number of shares in issue used to calculate basic earnings per share was
348,339,959 (30 April 2003: 331,614,420).
By 30 April 2005 the expected number of shares in issue is expected to increase
by around 0.7% to 354.5m as a result of shares being issued as part of the
remaining earnouts.
Balance Sheet
The Group is operating comfortably within its banking facilities, which were
satisfactorily renewed during the year to a total facility of £25m until
December 2004 and then £20m thereafter, renewable in August 2006. In addition,
the Group retains a £10m overdraft facility, renewable annually. Following
payment of earnouts, we believe these facilities are more than appropriate for
the Groups' expected future requirements.
Net debt and gearing are as follows:
Apr 04 Oct 03 Apr 03
Net cash at bank /(overdraft) 12.6 (1.4) (3.3)
Finance leases (0.9) (1.4) (1.9)
Loan notes (6.7) (8.0) (11.1)
Net funds/(net debt) 5.0 (10.8) (16.3)
Gearing Nil 25% 27%
The figure for net funds at £5.0m is £1.6m lower than that indicated at the time
of the Group's year end trading statement issued in May 2004 owing to a timing
difference in the recording of BACs receipts. The trading statement included
£1.6m that customers advised us had been remitted, but did not in fact clear our
bank account until just after the year end, and has therefore not been included
in cash.
Earnouts
The forecast outstanding earnouts are as follows:
£'m 2003/04 2004/05 2005/06 Total
---------------- --------------- --------------- -------------- ---------------
Shares Cash Shares Cash Shares Cash Shares Cash
---------------- ------- ------ ------- ------ ------- ------ ------- ------
Earnouts paid 8.2 11.0 - - - - 8.2 11.0
Expected to be
paid/shares issued 0.8 8.2 - - 0.8 8.2
---------------- ------- ------ ------- ------ ------- ------ ------- ------
April 2004 forecast 8.2 11.0 0.8 8.2 - - 9.0 19.2
---------------- ------- ------ ------- ------ ------- ------ ------- ------
October 2003
forecast 8.6 13.9 - 5.6 - - 8.6 19.5
April 2003
forecast 8.6 13.9 0.6 4.7 - 6.8 9.2 25.4
Forecast weighted average number of shares (millions)
April 2004
forecast 348.3 353.6
April 2003
forecast 348.2 350.8
It is forecast that any remaining earnouts will have been paid out by the year
ended 30 April 2005, subject to performance. Remaining earnout payments total
£8.2m in redeemable loan notes and £0.4m in shares, of which £1.0m is dependent
on earnout targets being achieved. The only remaining uncompleted earnout is ITS
where the maximum outstanding potential earnout is £1.0m and is subject to
achievement of earnout targets.
Resulting from these, and other renegotiations of earnouts, over the three year
period ended 30 April 2005, the actual number of shares in issue is expected to
have increased by around 15.5% to approximately 354.5m when compared to the
number in issue at the year ended 30 April 2002, 306.8m.
Accounting standards
We are currently carrying out an assessment of how the adoption of International
Financial Reporting Standards will affect the Group's results and subsequent
changes that may be required to systems and processes. The first accounting
period for adoption by the Group will be the financial year for the year
commencing 1 May 2005.
Christopher Humphrey
Group Finance Director
Consolidated profit and loss account
for the year ended 30th April 2004
Ongoing Goodwill Continuing Total
businesses amortisation, businesses
before goodwill exceptional
amortisation items and
and exceptional results from
items disposed/
closed
businesses
2004 2003
Note £'000 £'000 £'000 £'000
------ ------ ------- ------- -------
Turnover
=========================== ====== ====== ======= ======= =======
Ongoing businesses 188,763 - 188,763 199,128
Disposed/(closed) businesses-
continuing operations - 7,469 7,469 17,208
=========================== ====== ====== ======= ======= =======
Turnover - continuing
operations 188,763 7,469 196,232 216,336
Cost of sales
=========================== ====== ====== ======= ======= =======
Cost of sales before
exceptional items (109,307) (5,000) (114,307) (123,493)
Redundancy costs 2 - (1,147) (1,147) (779)
Contract and purchasing
provisions 2 - (14,194) (14,194) (3,600)
Utilisation of contract
provisions 4,284 - 4,284 -
=========================== ====== ====== ======= ======= =======
Cost of sales (105,023) (20,341) (125,364) (127,872)
--------------------------- ------ ------ ------- ------- -------
Gross profit 83,740 (12,872) 70,868 88,464
Net operating costs
=========================== ====== ====== ======= ======= =======
Goodwill amortisation - (16,558) (16,558) (24,295)
Goodwill impairment - (18,480) (18,480) (74,678)
Intangible asset
impairment - - - (2,463)
Redundancy and restructuring
costs 2 - (5,033) (5,033) (2,015)
Aborted acquisition costs -
recovery/(write off) 2 - 379 379 (916)
Other operating costs (62,207) (1,818) (64,025) (76,212)
=========================== ====== ====== ======= ======= =======
Net operating costs (62,207) (41,510) (103,717) (180,579)
--------------------------- ------ ------ ------- ------- -------
Operating loss
=========================== ====== ====== ======= ======= =======
- Ongoing businesses before
utilisation of contract
provisions 17,249 (55,033) (37,784) (88,095)
- Ongoing businesses -
utilisation of contract
provision 4,284 - 4,284 -
--------------------------- ------ ------ ------- ------- -------
- Ongoing businesses 21,533 (55,033) (33,500) (88,095)
- Disposed/(closed)
businesses - continuing
operations - 651 651 (4,020)
=========================== ====== ====== ======= ======= =======
Operating loss for continuing
businesses 21,533 (54,382) (32,849) (92,115)
Profit/(loss) on disposal/
closure of businesses 2 - 4,407 4,407 (17,042)
--------------------------- ------ ------ ------- ------- -------
Loss on ordinary activities
before finance charges 21,533 (49,975) (28,442) (109,157)
Amounts recovered from /
(written off) investments and
own shares - 134 134 (964)
Profit on sale of
fixed asset investment - 57 57 -
Finance charges - net (1,594) 1,082 (512) (2,359)
--------------------------- ------ ------ ------- ------- -------
Loss on ordinary activities
before tax 19,939 (48,702) (28,763) (112,480)
=========================== ====== ====== ======= ======= =======
Tax on loss on ordinary
activities (4,407) 2,187 (2,220) (2,292)
Credit/(charge) in respect of
deferred tax 31 314 345 (848)
Release of prior years tax (10) 839 829 2,342
provisions
=========================== ====== ====== ======= ======= =======
Tax charge on loss on
ordinary activities 3 (4,386) 3,340 (1,046) (798)
--------------------------- ------ ------ ------- ------- -------
Loss on ordinary activities
after tax 15,553 (45,362) (29,809) (113,278)
Equity minority interests - - - (16)
--------------------------- ------ ------ ------- ------- -------
Loss for the financial year 15,553 (45,362) (29,809) (113,294)
--------------------------- ------ ------ ------- ------- -------
Loss per share - Basic 4 (8.6)p (34.2)p
- Diluted 4 (8.6)p (34.2)p
Adjusted earnings per share
based on ongoing operations
excluding amortisation of
goodwill and exceptional
items
a) Before
utilisation of
contract
provisions - Basic 4 3.2p 4.3p
- Diluted 4 3.2p 4.1p
b) After
utilisation of
contract
provisions - Basic 4 4.5p 4.3p
- Diluted 4 4.4p 4.1p
Reconciliation of movements in consolidated shareholders' funds
for the year ended 30th April 2004
2004 2003
£'000 £'000
---------------------------------------------- ------- ------
Loss for the financial year (29,809) (113,294)
Other recognised gains and
losses relating to year (net) (1,622) 3,638
Share capital issued 8,740 22,972
Shares to be issued (net) (8,382) (50,168)
Other reserve movement - (270)
Release of deferred consideration
relating to prior acquisition - 3,000
Goodwill written back to profit and
loss account on disposal - 12,690
---------------------------------------------- ------- ------
Net reduction in shareholders'
funds (31,073) (121,432)
Opening shareholders' funds 59,384 180,816
---------------------------------------------- ------- ------
Closing shareholders' funds 28,311 59,384
---------------------------------------------- ------- ------
Consolidated statement of total recognised gains and losses
for the year ended 30th April 2004
2004 2003
£'000 £'000
---------------------------------------------- ------- ------
Loss for the financial year (29,809) (113,294)
Net (loss) / gain on foreign
currency translation (1,622) 3,638
---------------------------------------------- ------- ------
Total recognised gains and losses since last
annual report and financial statements (31,431) (109,656)
---------------------------------------------- ------- ------
Consolidation balance sheet
for the year ended 30th April 2004
2004 2004 2003 2003
Note £'000 £'000 £'000 £'000
----------------------- ------- ------ ------ ------- -------
Fixed assets
Goodwill 63,523 106,507
Other intangible 52 268
assets ------ -------
Intangible assets 63,575 106,775
Tangible assets 7,741 12,177
Investments 1 191
----------------------- ------- ------ ------ ------- -------
71,317 119,143
Current assets
Stocks 4,111 7,850
Debtors 57,729 69,229
Current asset 170 -
investments
Short-term deposits 1,095 2,048
Cash at bank and in
hand 11,353 11,061
----------------------- ------- ------ ------ ------- -------
74,458 90,188
Creditors: Amounts
falling due within one
year (94,103) (110,767)
----------------------- ------- ------ ------ ------- -------
Net current (19,645) (20,579)
liabilities
----------------------- ------- ------ ------ ------- -------
Total assets less 51,672 98,564
current liabilities
Creditors: Amounts (681) (3,546)
falling due after more
than one year
Provisions for (22,680) (35,634)
liabilities and
charges
----------------------- ------- ------ ------ ------- -------
Net assets 28,311 59,384
----------------------- ------- ------ ------ ------- -------
Capital and reserves
Called-up share
capital 35,239 34,098
Share premium account 6 22,856 22,473
Merger reserve 6 14,227 18,932
Shares to be issued 6 800 9,182
Profit and loss 6 (44,811) (25,301)
account
----------------------- ------- ------ ------ ------- -------
Shareholders' funds 28,311 59,384
----------------------- ------- ------ ------ ------- -------
Shareholders' funds are
analysed as:
2004 2003
£'000 £'000
------ ------ ------- -------
Equity interests 28,261 59,334
Non-equity interests 50 50
----------------------- ------- ------ ------ ------ ------- -------
28,311 59,384
----------------------- ------- ------ ------ ------ ------- -------
Consolidated cash flow statement
for the year ended 30th April 2004
2004 2003
£'000 £'000
----------------------------------------- ------ ------- -------
Net cash inflow from operating activities 30,080 27,575
----------------------------------------- ------ ------- -------
Returns on investments and servicing of
finance
Interest received 203 372
Interest paid (1,688) (2,059)
Interest element of finance lease rental
payments (100) (118)
----------------------------------------- ------ ------- -------
Net cash outflow from returns on investments
and servicing of finance (1,585) (1,805)
----------------------------------------- ------ ------- -------
Taxation
Foreign taxation paid (788) (2,169)
UK corporation tax paid (43) (972)
----------------------------------------- ------ ------- -------
Net cash outflow (831) (3,141)
----------------------------------------- ------ ------- -------
Capital expenditure and financial
investment
Purchase of tangible fixed assets (3,205) (4,839)
Purchase of software licences - (539)
Proceeds from sale of own shares 314 -
Sale of tangible fixed assets 1,513 111
----------------------------------------- ------ ------- -------
Net cash outflow from capital expenditure and
financial investment (1,378) (5,267)
----------------------------------------- ------ ------- -------
Acquisitions and disposals
Purchase of subsidiary undertakings - (3,001)
Net bank balance acquired with subsidiary - 305
undertakings
Sale of subsidiary undertakings 811 (492)
Net bank balance of businesses sold (743) (28)
Disposal of fixed asset 75 -
investment
Proceeds from 766 -
previously closed
businesses
Recovery/(payment) in respect
of aborted acquisition costs 379 (916)
Deferred consideration paid for
current and previous years'
acquisitions (1,304) (8,422)
----------------------------------------- ------ ------- -------
Net cash outflow from acquisitions and
disposals (16) (12,554)
----------------------------------------- ------ ------- -------
Cash inflow before management of liquid 26,270 4,808
resources and financing ------ ------- -------
-----------------------------------------
Management of liquid resources
Decrease in short term deposits 953 13,978
----------------------------------------- ------ ------- -------
Net cash inflow 953 13,978
----------------------------------------- ------ ------- -------
Financing
Issue of ordinary share capital 558 17
Decrease in bank loans (15,191) (7,519)
Capital element of finance lease rental (1,085) (977)
payments
Redemption of vendor loan note instruments (9,686) (13,821)
----------------------------------------- ------ ------- -------
Net cash outflow from financing (25,404) (22,300)
----------------------------------------- ------ ------- -------
Increase /(decrease) in cash in the period 1,819 (3,514)
----------------------------------------- ------ ------- -------
Companies sold in the year contributed £1,481,000 to the group's net
operating cash flows, paid £3,000 in respect of taxation and paid
£1,682,000 in respect of net returns on investment and servicing of
finance and utilised £28,000 for capital expenditure.
Notes to the cash flow statement
Reconciliation of operating loss to net cash inflow from operating activities
for the year ended 30th
April 2004
2004 2003
Total Total
£'000 £'000
-------------------------------------- ------- -------
Operating loss (32,849) (92,115)
Depreciation 6,988 4,976
Amortisation of 94 947
software licences
Impairment of software - 2,239
licences
Goodwill amortisation 16,558 24,295
Goodwill impairment 18,480 74,678
Decrease in stock 1,749 8
Decrease in debtors 9,536 2,223
(Decrease)/ increase in
creditors (226) 3,811
Increase in
provisions 9,537 5,390
Loss on disposal of
fixed assets 592 207
(Recovery)/payment in
respect of aborted
acquisition costs (379) 916
-------------------------------------- ------- -------
Net cash inflow from 30,080 27,575
operating activities
-------------------------------------- ------- -------
The operating cash flow includes a net outflow of £5,176,000, which relates to the
exceptional redundancy and restructuring costs incurred during the year.
Analysis and reconciliation of net funds/(debt)
for the year ended 30th April 2004
Non
-cash Exchange
1st May Cashflow items movement 30th April
2003 2004
£'000 £'000 £'000 £'000 £'000
------------------------ ------ ------ ------ ------- -------
Cash at bank and in hand 11,061 588 - (296) 11,353
Bank overdrafts (1,231) 1,231 - - -
------
1,819
------
Bank loans - due within
one year (13,850) 13,850 - - -
Bank loans - due after
one year (1,341) 1,341 - - -
Finance leases (1,913) 1,085 (78) - (906)
------
16,276
------
Current asset - - 170 - 170
investments
Short- term deposits 2,048 (953) - - 1,095
------------------------- ------ ------ ------ ------- -------
Net funds / (debt) (5,226) 17,142 92 (296) 11,712
excluding loan notes
Vendor loan notes due (11,107) 9,686 (5,329) - (6,750)
within one year
------------------------- ------ ------ ------ ------- -------
Net funds /(debt) (note 5) (16,333) 26,828 (5,237) (296) 4,962
------------------------- ------ ------ ------ ------- -------
Non cash items relate to shares received in consideration for a previously
disposed business and vendor loan notes issued in respect of the earnout
entitlement due for prior acquisitions.
Basis of preparation
The financial information set out above does not constitute the company's
statutory accounts for the years ended 30 April 2004 and 2003, but is derived
from those accounts. Statutory accounts for 2003 have been delivered to the
Registrar of Companies and those for 2004 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 s237 (2) or
(3) Companies Act 1985.
The statutory accounts for 2004 have been prepared following accounting
standards consistent with those for the year ended 30 April 2003.
The preliminary announcement for the year ended 30 April 2004 was approved by
the Board of Directors on
12 July 2004.
1. Segmental Analysis
Ongoing businesses before goodwill and exceptional items
Public Sector Travel Telecoms International Total
Consultancy
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
--------------- ------ ------ ------ ------ ------ ----- ----- ----- ------ ------
Turnover 73,904 74,744 28,304 32,014 36,850 37,058 49,705 55,312 188,763 199,128
Ongoing profit*
- before
utilisation of
provisions (503) (12) 6,158 6,832 8,859 7,495 5,053 9,204 19,567 23,519
Contract
provisions
utilised 4,284 - - - - - - - 4,284 -
--------------- ------ ------ ------ ------ ------ ----- ----- ----- ------ ------
Operating
profit * 3,781 (12) 6,158 6,832 8,859 7,495 5,053 9,204 23,851 23,519
Unallocated
corporate
costs (2,318) (2,868)
Finance charges
(net) (1,594) (2,359)
--------------- ------ ------ ------ ------ ------ ----- ----- ----- ------ ------
Profit before
taxation* 19,939 18,292
--------------- ------ ------ ------ ------ ------ ----- ----- ----- ------ ------
Profit before
taxation*
- before
contract
provision 15,655 18,292
- contract
provision
utilised 4,284 -
------ ------
19,939 18,292
------ ------
This information is provided to show comparison on a
consistent basis.
* Ongoing businesses before goodwill and
exceptional items.
1. •Segmental Analysis (continued)
Group analysis including goodwill and exceptional costs
Public Sector Travel Telecoms International Total
Consultancy
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
- Ongoing
businesses 73,904 74,744 28,304 32,014 36,850 37,058 49,705 55,312 188,763 199,128
- Disposed/
closed
businesses - 171 - - 434 2,569 7,035 14,468 7,469 17,208
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Turnover-
continuing
operations 73,904 74,915 28,304 32,014 37,284 39,627 56,740 69,780 196,232 216,336
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Segment
profit
- ongoing 3,781 (12) 6,158 6,832 8,859 7,495 5,053 9,204 23,851 23,519
businesses
- Common corporate costs (2,318) (2,868)
(after recharges) ------ ------
- ongoing
businesses 21,533 20,651
- Disposed/
closed
businesses - (787) - - 185 (877) 466 (2,356) 651 (4,020)
- Goodwill (4,455) (6,887) (1,997) (2,455) (193) (2,624) (9,913) (12,329) (16,558) (24,295)
amortisation ------ ------ ------ ------ ------ ------ ------ ------
Operating
(loss) / profit
before
exceptional
costs and
unallocated
corporate
costs (674) (7,686) 4,161 4,377 8,851 3,994 (4,394) (5,481)
------ ------
Operating
profit/(loss)
before
exceptional
costs 5,626 (7,664)
- Goodwill
impairment (3,558) (12,953) - (9,060) - (29,723) (14,922) (22,942) (18,480) (74,678)
- Other
exceptional
costs (18,655) (5,412) 622 (763) (119) (1,100) (241) (728) (18,393) (8,003)
- Exceptional
corporate
costs - - - - - - - - (1,602) (1,770)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Goodwill and
exceptional
costs
-operating (22,213) (18,365) 622 (9,823) (119) (30,823) (15,163) (23,670) (38,475) (84,451)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Operating
(loss)/profit
before
unallocated
corporate
costs (22,887) (26,051) 4,783 (5,446) 8,732 (26,829) (19,557) (29,151)
--------------- ------ ------ ------ ------ ------ ------ ------ ------
Operating
loss (32,849) (92,115)
Exceptional
items - non
operating 4,407 (17,042)
Amounts
recovered/
(written off)
investments and
own shares 134 (964)
Profit on sale
of fixed asset
investment 57 -
Finance charges
(net) (512) (2,359)
------ ------
Loss on ordinary (28,763) (112,480)
activities before tax ------ ------
Segment net
(liabilities)/
assets 21,659 47,450 2,580 5,235 3,390 3,837 24,939 34,122 52,568 90,644
------ ------ ------ ------ ------ ------ ------ ------
Non operating
liabilities (29,049) (14,927)
Net funds/
(debt)
(excluding
current asset
investments) 4,792 (16,333)
------ ------
Net assets 28,311 59,384
------ ------
Disposed/closed businesses comprise the turnover and operating results of continuing operations which have ceased
during the year and which do not meet the definition of discontinued operations under FRS 3. Ongoing businesses
comprise the turnover and operating results of continuing operations less the turnover and operating results of
disposed/closed businesses.
1. Segmental Analysis (continued)
Additional analysis of Public Sector business
Central Regional & Local Pericles State of Total
Government Government development Victoria
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
- Ongoing
businesses 20,563 20,297 48,323 49,826 2,888 2,664 2,130 1,957 73,904 74,744
- Closed
businesses - 171 - - - - - - 171
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Turnover-
continuing
operations 20,563 20,468 48,323 49,826 2,888 2,664 2,130 1,957 73,904 74,915
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Segment loss
- Ongoing
businesses 944 240 7,818 5,488 (5,079) (3,841) (4,186) (1,899) (503) (12)
- Closed
businesses - (787) - - - - - - - (787)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Segment loss
before
utilisation of
contract
provisions 944 (547) 7,818 5,488 (5,079) (3,841) (4,186) (1,899) (503) (799)
Utilisation of
contract
provisions - - - - 98 - 4,186 - 4,284 -
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Segment loss
after
utilisation of
contract
provisions 944 (547) 7,818 5,488 (4,981) (3,841) - (1,899) 3,781 (799)
Goodwill
amortisation 219 (2,543) (3,667) (3,337) (1,007) (1,007) - - (4,455) (6,887)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Operating loss
before
exceptional
costs 1,163 (3,090) 4,151 2,151 (5,988) (4,848) - (1,899) (674) (7,686)
Exceptional
costs
- Goodwill
impairment - (2,315) 250 (10,638) (3,808) - - - (3,558) (12,953)
- Other
exceptional
costs (532) (534) (3,930) (2,378) (4,028) - (10,165) (2,500) (18,655) (5,412)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Exceptional
costs (532) (2,849) (3,680) (13,016) (7,836) - (10,165) (2,500) (22,213) (18,365)
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Operating 631 (5,939) 471 (10,865) (13,824) (4,848) (10,165) (4,399) (22,887) (26,051)
loss
--------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
This additional information has been given to give a clearer understanding of the results of the
core Public Sector businesses
1. Segmental Analysis (continued)
Additional analysis of turnover
2004 2003
£'000 £'000
------------------------------------------ ------- -------
IT Consultancy 18,995 24,256
Own product software 29,588 37,307
licences
Bespoke services, systems integration & 75,147 85,395
implementation of software products
Managed services (includes software 49,020 46,203
maintenance and support)
Originating from third 23,482 23,175
party
------------------------------------------ ------- -------
196,232 216,336
------------------------------------------ ------- -------
This information is given to show the main areas from which the
group's turnover is derived.
Geographic analysis of
turnover
Origin Destination
2004 2003 2004 2003
£'000 £'000 £'000 £'000
------------------------------------ ------- ------- ------- -------
Europe - United Kingdom 122,954 136,017 101,370 112,952
Europe - Other 57,908 67,972 72,314 83,610
North America 8,025 8,577 8,141 8,719
Rest of the World 7,345 3,770 14,407 11,055
------------------------------------ ------- ------- ------- -------
196,232 216,336 196,232 216,336
------------------------------------ ------- ------- ------- -------
Geographical analysis of loss on ordinary activities before
taxation and net assets
2004 2003
Loss before Net assets Loss before Net assets
taxation taxation
£'000 £'000 £'000 £'000
------------------------------------ ------- ------- ------- -------
Europe - United Kingdom 12,046 1,222 (16,981) 37,087
Europe - Other 3,110 35,283 4,783 21,462
North America 754 1,128 439 654
Rest of the World (9,635) (9,322) 61 181
------------------------------------ ------- ------- ------- -------
Profit/(loss) on ordinary
activities before goodwill
amortisation and
impairment 6,275 28,311 (11,698) 59,384
Less: goodwill amortisation
and impairment (35,038) - (100,782) -
Total (28,763) 28,311 (112,480) 59,384
------------------------------------ ------- ------- ------- -------
Goodwill is attributed to Europe - United Kingdom £16,427,000 (2003: £70,778,000) and
Europe- Other £18,611,000 (2003: £30,004,000).
2. Exceptional items
Exceptional items reported before
operating loss:
Public Sector
- Loss making contracts 14,194 2,500
provision
- Redundancy costs 2,476 939
- Property 1,985 -
rationalisation and
depreciation alignment
costs
- Software licence - 1,973
impairment
-------------------------------- ------- -----
18,655 5,412
-------------------------------- ------- -----
Travel
- Redundancy costs 88 273
- Software licence - 490
impairment
- Property settlement (710) -
-------------------------------- ------- -----
(622) 763
-------------------------------- ------- -----
Telecoms
- Redundancy costs 340 -
- Purchasing commitment
provision - 1,100
- Acquisition provision
no longer required (221) -
-------------------------------- ------- -----
119 1,100
-------------------------------- ------- -----
International
- Redundancy /
restructuring costs 241 728
-------------------------------- ------- -----
Corporate costs
- Severance costs of
former CEO 743 -
- Legal costs and NIC
of former CEO 214 -
- Recruitment cost of
new CEO 110 -
- Impairment of
freehold property 263 -
- Property
rationalisation and
relocation costs 252 -
- Redundancy costs 399 -
- Severance costs of
former FD - 750
- Recruitment cost of
replacement FD - 104
- Aborted acquisition
costs (recovery)/
written off (379) 916
-------------------------------- ------- -----
1,602 1,770
-------------------------------- ------- -----
19,995 9,773
-------------------------------- ------- -----
Exceptional items reported
after operating loss:
2004 2003
£'000 £'000
-------------------------------- ------- -----
Closed businesses:
Loss on disposal of Anite Consulting GmbH (including
£12,690,000 goodwill written back from reserves) - (15,934)
Loss on disposal of
Anite Benelux bv (1,102) -
Net loss on disposal/ closure of businesses
(including goodwill written off £1,809,000) - (3,082)
Discontinued
businesses:
Write back of pension
provision no longer
required - 1,460
Consideration received in respect of
previously disposed businesses 1,287 514
Write back of tax warranty and earnout provisions no
longer required on previously disposed businesses 4,222 -
-------- -------
Profit/(loss) on sale/ 4,407 (17,042)
closure of businesses -------- -------
Tax on exceptional items includes £839,000 credited to profit and loss
account following the resolution of a prior year overseas tax issue.
There is a tax charge(net) of £6,000 on the profit/(loss) on
sale/closure of businesses (2003: nil) on the above items.
3. Tax on loss on ordinary activities
The tax charge is made up
as follows:
2004 2003
£'000 £'000
Current tax
------------------------------ ----- -----
UK corporation tax 1,452 1,282
Foreign tax 768 1,010
------------------------------ ----- -----
2,220 2,292
------------------------------ ----- -----
Adjustments in respect of
prior years
- UK corporation tax 10 (1,832)
- Foreign tax (839) (510)
------------------------------ ----- -----
(829) (2,342)
------------------------------ ----- -----
Total current tax charge/
(credit) 1,391 (50)
------------------------------ ----- -----
Deferred tax
UK (252) 1,448
Foreign (93) (600)
------------------------------ ----- -----
Total deferred tax (345) 848
------------------------------ ----- -----
Total tax on loss on
ordinary activities 1,046 798
------------------------------ ----- -----
4. Loss per ordinary share
The calculations of loss and adjusted earnings per share are based on the following loss and
adjusted profit and number of shares:
2004 2003 2004 2003
£'000 £'000
Pence per Pence per
share share
---------------------------------------- ------ ------ ------- -------
Loss for the financial (8.6) (34.2) (29,809) (113,294)
year- basic and diluted
---------------------------------------- ------ ------ ------- -------
Reconciliation to adjust
earnings:
-Goodwill amortisation 4.8 7.3 16,558 24,295
Exceptional items -
Goodwill impairment 5.3 22.5 18,480 74,678
- Other 5.7 2.9 19,995 9,773
- Amounts (recovered) / written off
investments and own shares - 0.4 (134) 964
- Profit on sale of fixed asset
investment - - (57) -
- Exchange gain on net foreign currency
borrowings (0.3) - (1,082) -
- (Profit)/loss on sale/ closure (1.3) 5.2 (4,407) 17,042
of businesses
- Release of prior year tax provisions (0.9) (1.1) (3,340) (3,657)
and tax credit on exceptional operating
items
Loss for closed (0.2) 1.3 (651) 4,378
businesses
---------------------------------------- ------ ------ ------- -------
Adjusted earnings - Profit for the
financial year on ongoing businesses
before goodwill amortisation, impairment,
closed businesses and exceptional items 4.5 4.3 15,553 14,179
---------------------------------------- ------ ------ ------- -------
- Ongoing businesses -
utilisation of contract
provision (1.3) - (4,284) -
---------------------------------------- ------ ------ ------- -------
Adjusted earnings(as above) before
utilisation of contract provision 3.2 4.3 11,269 14,179
---------------------------------------- ------ ------ ------- -------
Number of shares ('000)
Weighted average number of shares in issue - used to 348,340 331,614
calculate basic earnings per share
---------------------------------------- ------ ------ ------- -------
Effect of dilutive
ordinary shares
- SAYE and share option 4,342 2,890
schemes
- Contingent 1,128 8,480
consideration
---------------------------------------- ------ ------ ------- -------
Number of shares used to calculate
diluted earnings per share 353,810 342,984
---------------------------------------- ------ ------ ------- -------
Adjusted earnings per share on ongoing businesses excluding goodwill amortisation, impairment,
closed businesses and exceptional items have also been included as the directors consider that
this figure provides a more meaningful measure of the underlying business. In calculating
adjusted earnings per share after goodwill amortisation, impairment, closed businesses and
exceptional items, the dilutive potential ordinary shares of 5,470,000 (2003: 11,370,000) were
deducted from the calculation of total diluted number of shares in the year ended 30 April
2004, as their inclusion would have been anti-dilutive.
5. Reconciliation of net funds/(debt)
2004 2003
£'000 £,000
-------------------------------- ----- -----
Increase /(decrease) in 1,819 (3,514)
cash in year
Cash outflow from decrease in 16,276 8,496
bank loan and lease financing
Cash inflow from (953) (13,978)
decrease in liquid
resources
-------------------------------- ----- -----
Change in net funds / 17,142 (8,996)
(debt) resulting from
cash flows
Increase in finance
lease (78) (1,512)
Receipt of shares 170 -
Exchange movement (296) 1,420
Net (debt)/ funds at 1st (5,226) 3,862
May excluding loan
notes
-------------------------------- ----- -----
Net funds/(debt) at 30th April
excluding loan notes 11,712 (5,226)
Vendor loan notes (6,750) (11,107)
-------------------------------- ----- -----
Net funds /(debt) at 30 4,962 (16,333)
April
-------------------------------- ----- -----
6. Reserves
Shares to be Share premium Merger reserve Profit and loss
issued account account
Group £'000 £'000 £'000 £'000
-------------------------------------- ------ ------ ------- -------
At 1st May 2003 9,182 22,473 18,932 (25,301)
Retained loss for the - - - (29,809)
year
Premium on shares - 388 7,216 -
issued
Expenses of equity - (5) - -
shares issued
Transfer goodwill amortisation - - (11,921) 11,921
and impairment to merger
reserve
Transfer from deferred 417 - - -
consideration
Shares issued against (8,184) - - -
earnouts in the year
Provision no longer required (615) - - -
written back to goodwill
Net loss on foreign - - - (1,622)
currency translation
------------------------------------- ------ ------ ------- -------
At 30th April 2004 800 22,856 14,227 (44,811)
------------------------------------- ------ ------ ------- -------
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange