Interim Results

RNS Number : 7666B
Vislink PLC
21 August 2008
 



  Vislink plc


Interim results for the six months ended 30 June 2008


Vislink plc ('The Group'), a leading supplier of microwave radio and satellite transmission products for the broadcast and security markets and of CCTV systems for the marine security market announces its interim results for the six months to 30 June 2008.


Financial summary


For the six months ended 30 June


2008

£'000

2007

£'000

Revenue  

46,607

46,152

Operating profit 

2,359

7,184

Adjusted* operating profit 

4,256

7,924

Adjusted* operating margin

9.1%

17.2%

Profit before taxation

2,287

6,967

Earnings per share - basic

1.04p

3.20p

Adjusted* earnings per share - basic 

2.04p

3.59p

Cash generated from operating activities

5,833

2,418


*Adjusted operating profit is operating profit before the amortisation of acquired intangibles, share based payments and non-recurring costs. Adjusted earnings per share are calculated on the same basis after taking account of tax adjustments.


Strategic developments since 30 June:

  •     New Chief Executive appointed
  •     Services business enhanced with acquisition of the business of Marcom
  •     DLES strategy underpinned by the acquisition of Pacific Microwave Research Inc


Operational highlights:

  •     Trading in line with expectations
  •     Core RF businesses reported 7% growth in orders received
  •     Strong growth in orders received at Hernis - up 20% 
  •     Net cash of £6.5 million at 30 June 2008.


Tim Trotter, Chairman of Vislink said:

'There have been a number of important developments for the Group over the past few months. A new Chief Executive has been appointed, a significant acquisition has been made in the US to support our strategic plans for the Defence, Law Enforcement and Security (DLES) markets and we have acquired the assets of another small services business to build on the acquisition of WTS made last year.


We are pleased that Duncan Lewis is joining Vislink as Chief Executive on 1 October 2008. He has a proven track record in generating shareholder value by determining an appropriate strategy for technology based businesses and then driving those businesses forward.  


The Group is trading in line with the Directors' expectations. Our two recent acquisitions 
are expected to be earnings neutral in 2008 but earnings enhancing thereafter. The Board is confident about the prospects for the Group.' 


- ends -

  

For further information on 21 August 2008, please contact:


Ian Scott-Gall, Chief Executive                    01488 685500

James Trumper, Group Finance Director                


James White / Hugo Jenkins                        0207 796 4133

Hudson Sandler              Chairman's Statement 

Results for six months to 30 June 2008


Introduction

I am pleased to report that there have been a number of important developments for the Group over the past few months. A new Chief Executive has now been appointed in succession to our retiring Chief Executive, Ian Scott-Gall. A significant acquisition has been made in the US to support our strategic plans for the Defence, Law Enforcement and Security (DLES) markets and we have acquired the assets of another small services business to build on the acquisition of WTS made last year. 


The Group has traded in line with our expectations in the first half of 2008. The 2GHz programme in the US domestic market, that has underpinned the Group's record results for the last two years, is expected to come to an end in 2008 in terms of the manufacture and supply of equipment. The demand for installation services under the programme is expected to increase for the remainder of 2008 and 2009 and Vislink is very well placed to capitalise on this important opportunity. The underlying US broadcast market has shown significant year on year growth in orders received in the period.  


Our UK RF businesses and Hernis are strong, both showing growth in external orders received and sales revenue. Progress in the DLES segment has been below our expectations, but management action has been taken to provide a more focussed approach to this market and the acquisition of Pacific Microwave Research Inc will re-enforce our growth strategy. 


Financial results

The order intake for the period excluding the 2GHz relocation programme increased by 22% to £36.6 million (2007: £29.2 million). The growth in the core RF business was 7%. The headline order intake was £44.7 million (2007: £46.1 million). Revenue for the six months to 30 June increased 1.0% to £46.6 million (2007: £46.2 million).


The Group's adjusted operating profit was lower than the previous half year at £4.3 million (2007: £7.9 million) due to a change in product mix in our US RF business and the increased costs of working to complete the 2GHz relocation programme that resulted in weaker operating margins. The reported operating profit was £2.4 million (2007: £7.2 million) after charging £0.8 million in respect of the amortisation of acquired intangibles (2007: £0.7 million), £1.0 million in respect of non-recurring costs (2007: £nil) and the effect of share-based payments. Profit before tax was £2.3 million (2007: £7.0 million).


The Group's cash generation remains strong. The net cash inflow generated from operating activities in the period was £5.8 million (2007: £2.4 million) and the net cash balance was £6.5 million at 30 June 2008 (31 December 2007: £3.5 million).


Earnings Per Share 

The reported basic undiluted earnings per share for the period were 1.04 pence (2007: 3.20 pence). After adjusting for the amortisation of acquired intangibles, non-recurring costs and the effect of share based-payments, the Group's adjusted earnings per share were 2.04 pence (2007: 3.59 pence). 


Dividends

The final dividend of 1.25 pence per share in respect of 2007 was paid to shareholders on 18 July 2008. As in previous years, the Board is not recommending an interim dividend.


Board Appointment

I am pleased to announce the appointment of Duncan Lewis as Chief Executive, from 1 October 2008. Duncan has previously been Managing Director of Equant, the global data communications business, and Chief Executive of Mercury Communications (now Cable & Wireless UK). Most recently he has been an adviser on telecommunications, media and technology investments at Carlyle, the global private equity group, and non-executive director of several technology companies. His considerable wealth of experience in determining an appropriate strategy for technology based businesses and then driving those businesses forward will be of great benefit to the Group. We look forward to working with Duncan, who will be focused on generating the shareholder value that we are confident exists within Vislink.


Ian Scott-Gall, our current Chief Executive, announced earlier this year that he was going to retire at the end of this financial year. However, with the Board having identified a new Chief Executive, it was agreed that it would be suitable to bring Ian's retirement forward. On behalf of the Board and our employees, I would like to thank Ian for his substantial contribution over the last nine years in transforming and building the Group through acquisitions and strong organic growth, into a group of profitable, cash generative technology businesses.


Events after the balance sheet date

On 31 July 2008 the Group acquired the assets and contracts of Scotts Valley Group Inc. trading as Marcom for a cash consideration, dependant on performance, of US$1.5 million (£0.8 million). The business will be merged into WTS as part of the Group's strategy to create incremental long-term recurring revenue opportunities by building a US Technical Services business through both organic and acquisition led growth. The acquisition of Marcom's business will enhance service revenues from the 2GHz re-channelisation programme as well as providing the prospect of recurring revenues as the broadcast customers move towards contracted out services. 


On 21 August 2008 the Group announced the acquisition of Pacific Microwave Research, Inc, ('PMR'), for a maximum cash consideration, dependent on performance, of US$17.0 million (£9.1 million). The initial consideration of US$10.0 million (£5.4 million) has been funded out of the Group's existing multi-currency bank facility. PMR, incorporated in the State of California, is a high-technology design, engineering and manufacturing company specializing in analogue and digital microwave video transmission solutions for law enforcement, Homeland Security, and military applications. PMR products are used for evidentiary video collection, covert surveillance, unmanned ground vehicles (UGV), unmanned aerial vehicles (UAV), and flight test air-to-ground image transmission. The acquisition of PMR will enhance the Group's product offering to the covert LES markets, both in the US and internationally. PMR's product offering and market reach is complementary to that already existing within the Group's RF businesses. 


Business Review 

UK RF business 

External orders for the UK business were up 5.8% to £9.1 million (2007: £8.6 million). External revenue was up 8.5% to £10.2 million (2007: £9.4 million excluding £2.0 million of sales on the legacy Venezuelan contract). Intercompany sales to the US business were lower at £5.8 million (2007: £7.0 million) reflecting the slowdown in the 2GHz relocation programme requirements. The operating profit for the UK RF business was £3.1 million (2007: £3.3 million) before the amortisation of acquired intangibles of £0.7 million (2007: £0.7million).


The demand for Advent's vehicle mounted satellite antenna systems is being sustained with significant first half orders for the Spanish and Italian markets. This was boosted by a £974k order for applications in the South American oil and gas market for delivery in the second half. Link has launched an innovative miniaturized new transmitter that was used to great effect throughout the 24 hour Le Mans race establishing a new reliability standard in televised motor sports. At least 36 Link wireless camera systems have been used during this summer's Beijing Olympics.


US RF business 

Orders from the US core markets increased 14% to £12.2 million (2007: £10.7 million) whilst orders from the 2GHz relocation programme were lower at £8.1 million (2007: £17.8 million). Services added a further £2.5 million of orders (2007: £nil). Total orders for the US business in the period were £22.8 million (2007: £28.4 million). Revenue was £25.9 million (2007: £26.3 million). As a result of a change in product mix and the increased costs of working to complete the 2GHz relocation programme operating margins at MRC have declined in the period reducing the operating profit for the period to £1.3 million (2007: £4.6 million).


Throughout the 2GHz relocation programme MRC has maintained its market share and market leadership. As a result MRC has seen an increase in core broadcast orders (up 28% in the period) as the US station groups invest in new microwave equipment to broadcast the 2008 Presidential Campaign. 


The order flow at WTS, our US services organisation, has been in line with our expectations but revenues have lagged. As a result the order backlog has increased with 2Ghz relocation programme installations moving out to 2009. The acquisition of the Marcom contracts, combined with WTS, gives a current services order backlog in excess of US$11.0 million (£5.6 million).


MRC has sustained its investment in R&D to maintain the market leading status of its product portfolio. At the world's largest annual electronic media exhibition, the 2008 NAB convention held in April, MRC won the TV Technology STAR Award for new products that address the growing demand from broadcast customers for solutions that provide IP file transfers, increased workflow efficiencies and that streamline the broadcast production processes.


Hernis 

Orders received at Hernis increased in the period by 20.0% in local currency to £12.8 million (2007: £9.1 million). Revenue in the period was up 6.8% in local currency to £10.6 million (2007: £8.4 million). The strength of the Norwegian Krone has increased pressure on the margins at Hernis, particularly in Asia where most revenue is denominated in US$. As a result operating margins at Hernis are lower than last year. The operating profit for the period was £1.2 million (2007: £1.4 million). 


The Hernis order backlog has increased within their main offshore oil and gas markets. In addition Hernis have made progress in the growing onshore market, where they were recently selected to deliver CCTV systems to several facilities including the Pluto LNG plant in Australia and a chemical plant in Qatar. Hernis has also begun promotion of an explosion proof torch with unique induction technology that will enable recharging to take place in hazardous environments. During the period we have invested £0.4 million in the facilities at Hernis to increase production capacity and improve efficiency to meet their growing demand.


Prospects

Hernis continues to see increased opportunities and order flow from both its offshore and onshore markets. The UK and US RF businesses have seen growth in their core broadcast market order intake in the period. Progress has been made both internationally and in the US in the law enforcement and security market. Although the sales cycle in this market is lengthy, prospects for the second half are encouraging. 


Advent now has direct responsibility for the management and development of the US defence satcoms market. The new Mark V motorised Mantis mount has been well received and there are opportunities for this and other existing products. A number of important demonstrations and trials are taking place in the third quarter that are expected to lead to orders from US defence customers. 


The acquisition of PMR brings the Group business from the L-band relocation programme that requires procurement of new technology as part of the federal government acquisition of new surveillance technology. PMR has already won contracts to meet this requirement. 


Principal risks and uncertainties

The Group's risk management process remains unchanged from 31 December 2007 and is described in detail in the Directors' Report of the Group's 2007 Annual Report on pages 46-48. The principal exchange rates used in the preparation of this condensed interim Financial Statement are provided in note 15. 


The Group's exposure to market risk, liquidity risk, credit risk and cashflow interest rate risk remains largely unchanged from the position at 31 December 2007. 


The Group's principal risks and uncertainties for the remainder of the year continue to be the impact of foreign exchange rates on margins for non-domestic sales in each of our businesses. The Group mitigates this risk as far as possible through the policies described in the 2007 Annual Report.


The Group expects to gain synergies from the integration of the business of Marcom and PMR, the benefits of which will be seen in 2009. PMR has a number of opportunities in its markets that will enable the Group to establish a stronger DLES presence worldwide. We also expect to make progress in the penetration of the US defence satcoms market through Advent during the second half of 2008.


The US broadcast market continues to be dominated by the 2GHz relocation programme. The Group's objective is to have completed the supply of products under the programme by the end of 2008 and to replace part of those revenues in 2009 with the installation services, including the contracts acquired from Marcom.


Related parties

Related party disclosures are given in note16.


Forward-looking statements

Certain statements in this interim report are forward-looking. Although the group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.


Summary

In summary, the Group is trading in line with the Directors' expectations. Our two recent acquisitions are expected to be earnings neutral in 2008 but earnings enhancing thereafter. Our new Chief Executive will join the Group on 1 October 2008. The Board is confident about the prospects for the Group. 



THS Trotter, Chairman

August 21, 2008 


  

CONSOLIDATED GROUP INCOME STATEMENT 

for the six months ended 30 June 2008








Six months to 30 June 2008

(Unaudited)


Six months to 30 June 

2007

(Unaudited)


Year ended 

31 December 

2007

(Audited)



Notes

£'000

£'000

£'000

Continuing operations





Revenue

4

46,607

46,152

98,580

Cost of sales


(28,864)

(26,932)

(58,848)

Gross profit


17,743

19,220

39,732

Sales and marketing expenses


(5,387)

(4,728)

(9,570)

Research and development costs


(3,838)

(2,839)

(5,835)

Administrative costs


(5,170)

(4,440)

(9,951)

Other expenses

Other losses


(971)

(18)

(29)

-

(146)

(14)

Operating profit 

4,5

2,359

7,184

14,216

Operating profit is analysed as:





Operating profit before amortisation of acquired intangibles




4,256


7,924


15,797

Amortisation of acquired intangibles


(798)

(676)

(1,462)

Share based payments


(128)

(64)

(119)

Non-recurring costs

5

(971)

-

-

Finance costs

6

(98)

(301)

(437)

Investment income 

Share of loss in associate

6

51

(25)

84

-

192

(15)

Profit before taxation


2,287

6,967

13,956

Taxation

7

(852)

(2,554)

(5,026)

Profit for the period being profit attributable to equity shareholders



1,435


4,413


8,930






Earnings per share expressed in pence per share:

- basic

- diluted


9

9


1.04p

1.04p


3.20p

3.16p


6.47p

6.44p


Dividends

No dividends have been declared and approved in respect of the six-month periods ending 30 June 2008 and 30 June 2007 (see note 8).












  

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2008





Six months to 30 June 

2008

(Unaudited)


Six months to 30 June 

2007

(Unaudited)


Year ended 31 December 

2007

(Audited) 



Notes

£'000

£'000

£'000






Opening shareholders' equity


51,164

42,963

42,963






Profit for the financial period


1,435

4,413

8,930

Share options - value of employee services


128

64

119

Dividends

Acquisition of own shares 

8


(1,726)

-

(1,380)

-

(1,381)

(169)

Disposal of investment in own shares


-

19

19

Movements in the profit and loss account


(163)

3,116

7,518

Translation difference on foreign currency net investments



422


(260)


627

Shares issued

11

17

34

56

Total movements in shareholders' equity


276

2,890

8,201

Closing shareholders' equity 


51,440

45,853

51,164


  

CONSOLIDATED GROUP BALANCE SHEET

as at 30 June 2008




30 June 2008

(Unaudited)

30 June 2007

(Unaudited)

31 December 

2007

(Audited) 


Notes

£'000

£'000

£'000

Assets





Non-current assets





Goodwill


24,370

22,635

24,370

Intangible assets

10

7,523

6,111

7,283

Property, plant and equipment

10

5,505

4,977

5,220

Investment in associates


179

188

191

Deferred tax assets


662

1,093

630



38,239

35,004

37,694

Current assets





Inventories


18,747

16,112

15,847

Trade and other receivables

Derivative financial instruments


17,188

24

18,467

-

23,682

25

Net cash and cash equivalents

12

7,543

4,664

7,004



43,502

39,243

46,558

Liabilities





Current liabilities





Financial liabilities: borrowings

12

13

-

2,522

Trade and other payables


23,849

23,661

24,040

Current tax liabilities

Derivative financial instruments


1,105

28

1,149

-

779

11

Provisions for other liabilities and charges

13

694

622

902



25,689

25,432

28,254






Net current assets


17,813

13,811

18,304






Non-current liabilities





Financial liabilities: borrowings

12

1,000

500

1,000

Deferred tax liabilities


2,001

2,075

2,226

Other non-current liabilities


1,077

-

1,332

Provisions for other liabilities and charges 

13

534

387

276



             4,612

2,962

4,834






Net assets


51,440

45,853

51,164



Shareholders' equity





Ordinary shares

11

3,465

3,462

3,463

Share premium account

11

4,900

4,864

4,885

Merger reserve


30,565

30,565

30,565

Translation reserve


(2,817)

(4,126)

(3,239)

Retained earnings


15,327

11,088

15,490

Total shareholders' equity


51,440

45,853

51,164


  

CONSOLIDATED GROUP CASH FLOW STATEMENT

for the six months ended 30 June 2008





Six months to 30 June 

2008

(Unaudited)

Six months to 30 June 

2007

(Unaudited)

Year ended 

31 December 

2007

(Audited)


Notes

£'000

£'000

£'000

Cash flow from operating activities





Cash generated from operations

14

6,730

5,333

14,451

Interest received


51

84

192

Interest paid


(133)

(177)

(192)

Taxation paid


(815)

(2,822)

(5,198)

Net cash generated from operating activities


5,833

2,418

9,253






Cash flows from investing activities





Acquisition of subsidiary (net of cash acquired)

Acquisition of own shares

Proceeds from sale of property, plant and equipment


-

-

-

-

-

-

(1,291)

(169)

1

Purchase of property, plant and equipment

10

(1,039)

(953)

(1,790)

Expenditure on capitalised development costs

10

(1,840)

(1,120)

(2,839)






Net cash (absorbed by) investing activities


(2,879)

(2,073)

(6,088)






Cash flows from financing activities





Net proceeds from issue of ordinary share capital

11

17

34

56

Net proceeds from sale of own shares 

Repayment of borrowings: finance leases


12

-

(9)

19

-

19

(9)

Repayment of borrowings: secured


-

(2,000)

(2,500)

Repayment of borrowings: unsecured

12

(2,500)

(1,750)

(1,750)

Net proceeds from issue of new bank loan


-

-

1,000

Dividend paid to shareholders


-

-

(1,381)

Net cash (absorbed by) financing activities


(2,492)

(3,697)

(4,565)

Net increase/(decrease) in cash and cash equivalents



462


(3,352)


(1,400)

Cash and cash equivalents at beginning of period



7,004

8,159

8,159

Effect of foreign exchange rate changes

12

77

(143)

245

Cash and cash equivalents at end of period 

12

7,543

4,664

7,004


  

NOTES TO THE INTERIM ACCOUNTS

for the six months ended 30 June 2008 


1.    GENERAL INFORMATION


Vislink plc ('the Company') and its subsidiaries (together 'the Group') design and manufacture microwave radio, satellite transmission, wireless camera and marine CCTV systems. The Group has manufacturing subsidiaries in the UK, Norway and the USA.


The Company is a public limited company that is listed on the London Stock Exchange. The Company is registered and domiciled in the UK and its registered office is Marlborough House, Charnham Lane, Hungerford, Berkshire. The registered number of the Company is 4082188.


This consolidated condensed interim financial report comprises the consolidated interim balance sheets as of 30 June 2008 and 30 June 2007 and related consolidated interim statements of income and cash flows for the six months then ended. This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985 (section 434 of the Companies Act 2006). Statutory accounts for the year ended 31 December 2007 were approved by the Board of directors on 4 April 2008 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 237 of the Companies Act 1985 (section 498 of the Companies Act 2006)


This condensed consolidated interim financial information has been reviewed, not audited.


This condensed consolidated interim financial report was approved for issue on 21 August 2008.


2.    BASIS OF PREPARATION


This condensed consolidated interim financial information for the six months ended 30 June 2008 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2007, which have been prepared in accordance with IFRS as adopted by the European Union.


The preparation of the financial information requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from these estimates.


3.    ACCOUNTING POLICIES


Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2007, as described in those annual financial statements.


Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.


The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year beginning 1 January 2008, but are not currently relevant to the Group.


  •     IFRIC 11, 'IFRS 2 - Group and treasury share transactions'.
  •     IFRIC 12, 'Service concession arrangements'.
  •     IFRIC 14, 'IAS 19 - the limit on a defined benefit asset, minimum funding requirements and their interaction'.


The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 January 2008 and have not been early adopted:


  •  IFRS 8, 'Operating segments', effective for annual periods beginning on or after 1 January 2009. IFRS 8 replaces IAS 14, 'Segment reporting', and requires a 'management approach' under which segment information is presented on the same basis as that used for internal reporting purposes. The expected impact is still being assessed in detail, but it appears likely that the number of reported segments may increase.
  •  IAS 23 (amendment), 'Borrowing costs', effective for annual periods beginning on or after 1 January 2009. This amendment is not relevant to the Group.
  •  IFRS 2 (amendment) 'Share-based payment', effective for annual periods beginning on or after 1 January 2009. Management is assessing the impact of changes to vesting conditions and cancellations on the group's SAYE schemes.
  •  IFRS 3 (amendment), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Management is assessing the impact of the new requirements regarding acquisition accounting, consolidation and associates on the Group. The Group does not have any joint ventures.
  • IAS 1 (amendment), 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2009. Management is in the process of developing proforma accounts under the revised disclosure requirements of this standard.
  • IAS 32 (amendment), 'Financial instruments: presentation', and consequential amendments to IAS 1, 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2009. This is not relevant to the Group, as the Group does not have any puttable instruments.
  • IFRIC 13, 'Customer loyalty programmes', effective for annual periods beginning on or after 1 July 2008. This is not relevant to the Group, as the Group does not have any customer loyalty programmes.



4.    SEGMENTAL ANALYSIS


The Group's internal organisational and management structure and its system of internal financial reporting to the Board of Directors is based on the geographical location of its businesses. These comprise three regions, the UK, the United States of America (US) and Norway. The UK comprises the RF businesses of Advent Communications satellite products and the wireless camera systems of Link. The US comprises the RF microwave radio business of MRC and the services business of WTS. Norway comprises the marine CCTV business of Hernis. 


The table below shows the analysis of Group external revenue, by geographic location.

 


Revenue


Operating Profit 






Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 

31 December  

2007

(Audited)

£'000


Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 

31 December 2007

(Audited)

£'000

By geographic location








UK (note a)

15,975

18,420

35,821


2,380

2,600

5,248

US (note b)

25,867

26,273

59,299


1,272

4,637

9,437

Norway 

10,603

8,444

16,843


1,189

1,375

1,741

Central costs (note c)

-

-

-


(2,367)

(1,008)

(2,185)

Inter-segmental transactions

(5,838)

(6,985)

(13,383)


(115)

(420)

(25)

Group total 

46,607

46,152

98,580


2,359

7,184

14,216


Notes:

a)    For the six months ended 30 June 2008 the UK operating profit is after charging £680,000 in respect of the acquired intangibles (six months to 30 June 2007 - £676,000 and year to 31 December 2007 - £1,364,000).

b)    For the six months ended 30 June 2008 the US operating profit is after charging £122,000 in respect of the acquired intangibles (six months to 30 June 2007 - £nil and year to 31 December 2007 - £98,000).

c)    For the six months ended 30 June 2008 central costs are after charging £971,000 in respect of non-recurring costs (six months to 30 June 2007 and year to 31 December 2007 - £nil) (note 5)



  


The Group manages its business segments on a global basis. The operations are based in three main geographical areas. The UK is the home country of the parent. The operations are located geographically as described in the table above.


The sales analysis in the tables below is based on the geographical location of the customer, product category and customer category.


Geographic revenue analysis


Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 31 December 2007

(Audited)

£'000

By market:




UK & Ireland

3,341

2,810

5,714

Rest of Europe

9,491

7,276

15,296

North America

24,198

24,361

56,761

South America

1,660

3,895

4,806

Middle East

1,234

1,121

2,838

Asia

6,157

4,757

11,163

Africa

181

1,237

1,650

Other

345

695

352


46,607

46,152

98,580

Analysis of revenue by product category 




Microwave radio and wireless camera products

27,109

26,130

59,896

Satellite products

Technical services

8,080

815

9,560

-

18,859

839

Broadcast projects

-

2,018

2,143

Marine CCTV products

10,603

8,444

16,843


46,607

46,152

98,580

Analysis of revenue by customer category 




Broadcasters

33,296

33,163

72,824

Defence, security and law enforcement

2,806

4,882

9,542

Marine, oil and gas

10,505

8,107

16,214


46,607

46,152

98,580


5.    OPERATING PROFIT

The following items of unusual nature, size or incidence have been charged to operating profit during the period and are described as non-recurring.



Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 31 December 2007

(Audited)

£'000

Aborted acquisition costs

646

-

-

Compensation for loss of office

325

-

-

Total non-recurring costs

971

-

-


The Group invested in seeking out growth from entry into the adjacent sectors of the broadcast market by way of a significant acquisition using debt finance during the first quarter of 2008. Given the Directors' caution over the economic outlook the Group decided not to proceed further with the proposed acquisition. The costs represent professional fees incurred up to the date of the process being aborted.


A compensation benefit package has been agreed with Mr Ian Scott-Gall on his retirement at 30 September 2008.The total amount payable is £325,000 including employers national insurance costs.

  

6.    FINANCE COSTS - NET



Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 31 December 2007

(Audited)

£'000

Interest payable on bank borrowing

(32)

(124)

(174)

Interest payable on other loans

(28)

(23)

(78)

Unwinding of interest associated with the discounting of deferred consideration


(38)


(154)


(185)

Interest and similar charges payable

(98)

(301)

(437)

Investment income

51

84

192

Finance costs - net

(47)

(217)

(245)




7.    TAX ON PROFIT ON ORDINARY ACTIVITIES



Six months to 30 June 2008

(Unaudited)

£'000

Six months to 30 June 2007

(Unaudited)

£'000

Year ended 31 December 2007

(Audited)

£'000

The tax charge for the period comprises:

UK corporation tax 


172


934


1,202

Foreign tax

938

1,930

3,633

Total current tax

1,110

2,864

4,835

Deferred tax: 

UK corporation tax


(222)


(310)


(166)

Foreign tax

(36)

-

357

Total deferred tax

(258)

(310)

191

Total taxation

852

2,554

5,026



The tax charge for the six months ended 30 June 2008 is based on the effective tax rate, which it is estimated will apply to earnings for the full year.


8.    DIVIDENDS


No interim dividend is proposed for the period. In respect of 2007 there was no interim dividend and the final dividend of 1.25 pence per share was approved at the Annual General Meeting on 21 May 2008 and paid on 18 July 2008.


9.    EARNINGS PER ORDINARY SHARE


Earnings per share is calculated by reference to a weighted average of 137,709,000 ordinary shares in issue during the period, excluding shares held by the Employees' Share Ownership Plan (30 June 2007: 137,891,000 and 31 December 2007: 137,955,000). 


The diluted earnings per share is after taking account of a further 23,000 shares (30 June 2007: 1,656,000; 31 December 2007: 810,000) being the dilutive effect of share options.


Adjusted earnings

Vislink believes that adjusted operating profit, adjusted profit before tax, adjusted earnings and adjusted earnings per share provide additional useful information on trends to shareholders. Vislink uses these measures for internal performance analysis and incentive compensation arrangements. The principal adjustments are in respect of the amortisation of acquired intangibles and share based payments. In the period to 30 June 2008 the non-recurring aborted acquisition costs have also been included in the adjustment. Share based payments have been included in the adjustment following the approval of the Vislink plc Long Term Incentive Plan by shareholders on 7 March 2008.

 

  

The reconciliation between reported and adjusted earnings and basic earnings per share is shown below:



Six months to 

30 June 2008

Six months to 

30 June 2007

Year ended 

31 December 2007


Earnings

£'000

Basic EPS

pence

Earnings

£'000

Basic EPS

pence

Earnings

£'000

Basic EPS

Pence


Reported earnings

1,435

1.04p

4,413

3.20p

8,930

6.47p

Amortisation of acquired intangibles after tax


559


0.41p


473


0.34p


1,023


0.74p

Share based payments

128

0.09p

64

0.05p

119

0.09p

Non-recurring costs after tax


683


0.50p


-


-


-


-

Adjusted earnings

2,805

2.04p

4,950

3.59p

10,072

7.30p




10.    PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS



Six months to 30 June 2008

£'000

Six months to 30 June 2007

£'000

Year ended 31 December 2007

£'000

Property, plant and equipment




Opening net book value as at 1 January    

5,220

4,689

4,689

Additions

1,039

953

1,790

Additions through business combinations

-

-

126

Disposals

(1)

-

(1)

Depreciation

(836)

(662)

(1,485)

Exchange adjustment

83

(3)

101

Closing net book value

5,505

4,977

5,220





Intangible development costs




Opening net book value as at 1 January    

3,692

1,928

1,928

Additions

1,840

1,120

2,839

Depreciation

(808)

(484)

(1,072)

Exchange adjustment

6

(26)

(3)

Closing net book value

4,730

2,538

3,692





Acquired Intangible assets




Opening net book value as at 1 January    

3,591

4,249

4,249

Additions through business combinations

-

-

804

Depreciation

(798)

(676)

(1,462)

Exchange adjustment

-

-

-

Closing net book value

2,793

3,573

3,591





Total closing net book value of intangible assets

7,523

6,111

7,283


Intangible development cost additions in the period to 30 June 2008 include £595,000 in respect of third party IPR that has been acquired for the integration of core technologies.


  

11.    CALLED UP SHARE CAPITAL AND SHARE PREMIUM



Number of shares 

'000

Share Capital


£'000

Share Premium

£'000

Total


£'000

At 1 January 2008

138,534

3,463

4,885

8,348

Issued on exercise of executive share options


60


2


15


17

At 30 June 2008

138,594

3,465

4,900

8,365


Employee share option scheme: options exercised during the period to 30 June 2008 resulted in 60,000 shares being issued (30 June 2007: 71,000 shares), with exercise proceeds of £17,000 (30 June 2007 - £34,000). The related weighted average price at the time of exercise was 26.5 pence (30 June 2007: 96.8 pence) per share.



12.    CASH, BORROWINGS AND LOANS


The movements in cash and cash equivalents, borrowings and loans in the period were as follows:



Net cash and cash equivalents

£'000

Loan notes


£'000

Other borrowings


£'000

Total net cash


£'000

Six months ended 30 June 2007





At 1 January 2007

8,159

(1,750)

(2,500)

3,909

Repayment of borrowings

(2,000)

-

2,000

-

Payment of loan notes

(1,750)

1,750

-

-

Other cash movements in the period

398

-

-

398

Exchange rate adjustments

(143)

-

-

(143)

At 30 June 2007

4,664

-

(500)

4,164






Six months ended 30 June 2008





At 1 January 2008

7,004

(2,500)

(1,022)

3,482

Repayment of borrowings

(9)

-

9

-

Payment of loan notes

(2,500)

2,500

-

-

Other cash movements in the period

2,971

-

-

2,971

Exchange rate adjustments

77

-

-

77

At 30 June 2008

7,543

-

(1,013)

6,530


The Group has sufficient headroom to enable it to conform to covenants on its existing borrowings. The Group has sufficient working capital and undrawn financing facilities to service its operating activities and proposed acquisitions.

 

The Group has the following undrawn borrowing facilities:



30 June 2008

£'000

30 June 2007

£'000

31 December 2007

£'000

Floating rate:

- expiring within one year

- expiring beyond one year


4,042

19,000


4,889

3,800


3,772

19,000


The Group's facilities comprise a bank overdraft facility of £5.0 million and a revolving credit facility of £20.0 million. The facilities expiring within one year comprise the Group overdraft facility that is subject to review during 2009 in the normal course of business. The revolving credit facility has been provided for the Group to make acquisitions. The facility reduces to £17.0 million twelve months after the date of drawing on the facility exceeds £4.3 million, to £13.5 million after 24 months, £10.0 million after 36 months and zero after 48 months. Interest on the overdraft facility is charged at 1% over base rate; interest on the revolving credit facility is charged at 1% over LIBOR. The bank loans and overdrafts are secured by fixed and floating charges over the Group's assets and by cross-guarantees between the Company and certain UK and US subsidiaries.



13.    PROVISIONS FOR LIABILITIES AND CHARGES


£'000

Six months ended 30 June 2008


Warranty provision at 1 January 2008

1,178

Charged in period

322

Utilised in period

(272)

At 30 June 2008

1,228


Warranty provisions are made in respect of the expected future warranty costs in certain businesses based on historic actual costs. Warranty periods on products are generally between one and two years. Other than a warranty provision of $1,047,000 (£526,000) all provisions are denominated in sterling.


14.    NOTES TO THE CASH FLOW STATEMENT 


Net cash flow from operating activities comprises:


Six months to 30 June 2008

£'000

Six months to 30 June 2007

£'000

Year ended 31 December 2007

£'000

Profit attributable to shareholders    

1,435

4,413

8,930

Taxation

852

2,554

5,026

Depreciation

836

662

1,485

Loss on disposal of property, plant and equipment

1

-

-

Amortisation of development costs

808

484

1,072

Amortisation of acquired intangibles

798

676

1,462

Share options - value of employee services

128

64

119

Investment income

(51)

(84)

(192)

Finance costs

Derivative financial instruments

Share of loss associate

98

18

25

301

-

-

437

(14)

15

(Increase) in inventories

(2,736)

(1,714)

(1,062)

Decrease/(increase) in trade and other receivables

6,793

(202)

(4,714)

(Decrease)/increase in payables

(2,327)

(1,873)

1,666

Increase/(decrease) in provisions

52

52

221

Cash flow from operating activities

6,730

5,333

14,451



15.    FOREIGN EXCHANGE RATES

The principal exchange rates used by the Group in translating overseas profits and net assets into GBP are set out in the table below.


Rate compared to GBP:  

Period ended



30 June 2008


30 June 

2007


31 December 2007

Average rates




US dollar

1.98

1.97

2.00

Norwegian Krone

11.72

12.06

11.71


Period end rate




US dollar

1.99

2.00

1.99

Norwegian Krone

10.26

11.85

10.80



16.    RELATED PARTY TRANSACTIONS


A compensation benefit package has been agreed with Mr Ian Scott-Gall on his retirement at 30 September 2008.The total amount payable under the agreement is £296,000 plus employers national insurance costs.



17.    SUBSEQUENT EVENT - ACQUISITION


Marcom

On 31 July 2008 the Group acquired the assets and contracts of Scotts Valley Group Inc. trading as Marcom for a cash consideration, dependant on performance, of $1.5 million (£0.8 million) before expenses. Below is a summary of the preliminary valuation of the tangible and intangible net assets acquired and the calculation of goodwill:



Book value

Fair value adjustment

Fair value

Fair value


$'000

$'000

$'000

£'000

Net assets acquired





Acquired intangibles - customer relationships

-

1,400

1,400

704

Property, plant and equipment

180

-

180

90


180

1,400

1,580

794

Goodwill on acquisition



-

-

Total consideration



1,580

794






Satisfied by:





Cash consideration (including acquisition costs of £56,000) 


1,080

543

Deferred consideration



500

251




1,580

794






Net cash outflow arising on acquisition





Cash consideration (including acquisition costs of £56,000)


1,080

543

Less: deposits against contracts retained by vendors



(331)

(167)




749

376

 The contracts acquired have a revenue value of US$5.7 million (£2.9 million).


Pacific Microwave Research, Inc 

On 20 August 2008 the Group agreed to acquire 100% of the issued share capital of Pacific Microwave Reserach, Inc, ('PMR'), for a maximum consideration, dependent on performance, of US$17.0 million (£9.1 million) before expenses. PMR, incorporated in the State of California, is a high-technology design, engineering and manufacturing company specializing in analogue and digital microwave video transmission solutions for law enforcement, Homeland Security, and military applications. PMR products are used for evidentiary video collection, covert surveillance, unmanned ground vehicles (UGV), unmanned aerial vehicles (UAV), and flight test air-to-ground image transmission.


Below is a summary of the preliminary valuation of the tangible and intangible net assets acquired and the calculation of goodwill:



Book value

Fair value adjustment

Fair value

Fair value


US$'000

US$'000

$'000

£'000

Net assets acquired





Acquired intangibles 

-

9,500

9,500

5,107

Property, plant and equipment

320

-

320

172

Inventories

432

-

432

232

Trade and other receivables

443

-

443

238

Cash at bank and in hand

436

-

436

234

Trade and other payables

(140)

-

(140)

(75)

Provisions

(24)

-

(24)

(13)


1,467

9,500

10,967

5,895

Purchased goodwill on acquisition



5,055

2,718

Total consideration



16,022

8,613






Satisfied by:





Cash consideration (including acquisition costs of US$300,000) 


10,300

5,537

Deferred consideration (discounted to present value)



5,722

3,076




16,022

8,613






Net cash outflow arising on acquisition





Cash consideration (including acquisition costs of US$300,000)


10,300

5,537

Cash and cash equivalents acquired



(436)

(234)




 9,864

5,303


The deferred consideration of US$7.0 million (£3.7 million) payable over the next four years has been discounted to its present value at a rate of 6.1% to US$5.7 million (£3.1 million) at the date of acquisition. Goodwill arising on acquisition is attributable to the anticipated growth in profitability of the business and the future operating synergies with the current DLES strategy within the Group.



 Statement of directors' responsibilities


The directors' confirm that this condensed consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:


    an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

    material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.


The directors of Vislink plc are listed in the Vislink plc Annual Report for 31 December 2007.


By order of the Board


Ian Scott-Gall

Chief Executive


James Trumper

Finance Director


21 August 2008

  Independent review report to Vislink Plc


Introduction


We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008, which comprises the income statement, balance sheet, statement of changes in equity, cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.


Directors' responsibilities


The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.


As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.


Our responsibility


Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.


Scope of review


We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.


Conclusion


Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.


PRICEWATERHOUSECOOPERS LLP

Chartered Accountants

Bristol

21 August 2008 


Notes:
(a) The maintenance and integrity of the Vislink web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the web site.


(b) Legislation in the 
United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.





This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR BIGDIDGDGGIG
UK 100

Latest directors dealings