Interim Results

Screen PLC 17 December 2002 SCREEN PLC: INTERIM RESULTS ANNOUNCEMENT Screen Plc ('Screen' or the 'Group'), a leading provider of advanced security and communication systems, announces interim results for the half year ended 30 June 2002 and return to trading in its shares on AIM. Background • Trading on AIM had been suspended due to substantial uncertainty concerning accounting information. • Thorough review of business instigated, and Group entered into discussions with its bankers. • Board changes, strengthened management team, Adrian Merryman appointed CEO. • More effective financial controls; tighter control of cash; accounting policies changed. • Continued sharp sector focus and strong technology. • Acquisition Joyce-Loebl successfully integrated, delivering strong first half results with record order book. • Group now well placed to build on a more stable base. Financial Highlights • Revenues of £9.72m (2001: £5.60m). • Operating Loss (before exceptionals) £1.33m (2001: £0.51m loss). • All R&D expenditure now written off as it occurs. • Exceptional charge of £10.48m: - Group product range reviewed: £1.94m provision against the value of inventories. - £1.53m provision against doubtful debts (not full contract value of £2m as indicated on 27 September). - Exceptional write down of goodwill of £6.88m. - Warranty provisions and other provisions of £139,000. • Pre-tax loss of £11.91m (2001: £0.48m loss). Other highlights • HBoS approved banking facilities in line with Group forecast requirements for the next 12 months. • Bank borrowings at 30 June 2002 were £2.21m (2001: £0.51m). • Subsidiary PCK Ltd placed into voluntary liquidation in October, £0.2m further costs in second half. • No dividend. Regarding prospects, Ian Taylor, Screen Chairman, said in his Statement: 'The Group is now well placed to build on a more stable base, with stronger management. We will be concentrating our efforts on the development of a focussed product range serving high growth sectors supported by spending by governments on security and surveillance, public transport and defence. There will be an effort across the Group to realise margin growth and release of cash. 'During the period of suspension, the Board received several approaches by parties interested in part or the whole of the Group or in merging with the Group. This is an important validation of the considerable reputation of the technology deployed in the Group's products and systems. Over the next few months, the Board will review the range of courses of action and, if appropriate, make recommendations to shareholders. The current plan is to grow organically and by selective acquisition. 'In summary, despite the recent uncertainty and longer than initially predicted time to release this statement to shareholders, we are now able to look forward with more confidence. My guiding principle has been the need to provide the basis for the recovery of shareholder value.' Contacts: Screen Plc Binns & Co PR Ltd Ian Taylor, Chairman Paul McManus Adrian Merryman, Chief Executive Tel: 01628 820011 Peter Binns info@screenplc.com http://www.screenplc.com Tel: 020 7786 9600 INTERIM STATEMENT FOR THE PERIOD TO 30 JUNE 2002 Chairman's Statement Introduction In my first message to shareholders since becoming Chairman, I wish to offer the Board's regrets for the chain of events that led to the suspension of the Group's shares and the delay in issuing its Interim results. The Board took action on 26th September following its concern over the reliability of the financial information upon which the Interim figures for the period to 30th June 2002 would have been based. Since then a number of executive Directors have left the Board as detailed below. With the support of the remaining members of the Board, and of the Group's Nominated Adviser, Collins Stewart, I was appointed Executive Chairman tasked with leading a complete review of the situation and preparing an Interim Statement so that the Group's shares could be restored to trading on the AIM market. What went wrong? The immediate cause of the suspension was the substantial uncertainty surrounding figures being presented to the Board including inter alia the possibility of having to provide against certain significant doubtful debts. This is reported more fully below. A thorough review of the business was instigated and the Group entered into discussions with its bankers. It became clear that, in certain parts of the business, accounting systems and reporting disciplines had broken down during the first half of this year. With hindsight it is evident that an unduly optimistic picture of the Group's performance was being presented to the Board. The full implications were slow to emerge even after the resignation of the Chief Executive in July 2002 and during the two months of the interim CEO's tenure. My priority during the last few weeks has been to put in place more effective financial controls in the business including tighter control of cash, to review accounting policies and systems, to identify operations which are non core and to strengthen the management team. To achieve this, the remaining Executive Directors have been working closely and effectively with a senior interim management team which we have introduced, and with the Group's auditors Deloitte & Touche, our bank's advisers PricewaterhouseCoopers, and our Nominated Advisor, Collins Stewart. Results for the period The Board considers that the review that has been conducted during the last few weeks has established the proper trading record for the first six months of this year. As a result of the other adjustments reported below, the Group is now more soundly placed to take advantage of demand for its key product ranges. Profit & Loss Account Revenue for the 6 months to 30 June 2002 was £9,718,000 compared with £5,601,000 in the previous year. This increase reflects the successful acquisition of Joyce-Loebl Limited in December 2001. Joyce-Loebl traded strongly in the period under review, achieving revenue of £5,207,000 (2001: £4,060,000). The Group's prior year figures also exclude the revenue of Pentyre Limited which was acquired in July 2001 and has since been integrated with Petards Vision. The Group returned an Operating Loss before exceptional items of £1,334,000 for the period to 30 June 2002, compared with an Operating Loss of £511,000 in the comparative period last year. This Operating Loss includes the loss associated with operations to be closed of £1,005,000 (including Petards Corporate Knowledge as set out below), and costs of reorganisation of activities within the Petards division. The result also includes an operating profit contribution from Joyce-Loebl of £1,167,000, which underlines the beneficial significance of that acquisition. The Operating Loss also reflects the implementation of the Group Audit Committee's recommendation in August 2002 to cease the practice of capitalising development expenditure. This represents a change in the Group's accounting policy and is in line with the policy adopted by Joyce-Loebl. Accordingly all expenditure on research and development is now written off to the profit and loss account as it is incurred. The total charge in the period to 30 June 2002 for development costs incurred in the 6 months was £820,000 (2001:£509,000), including an additional charge of £411,000 (2001:£386,000) following the accounting policy change. The impact of this policy change is to write off £2,781,000 of capitalised development costs relating to prior years and the 2001 figures have been restated accordingly. As a result of the business review the Board has decided to make an exceptional charge of £10,484,000 (2001:Nil), the major items of which are set out below: • the Group's product range has been critically reviewed and, following rationalisation, additional provisions amounting to £1,937,000 have been made against the value of inventories; • provisions amounting to £1,526,000 have been made against doubtful debts. Three particular debts, which were referred to in the announcement on 27 September 2002, account for £1,042,000 of the total. They relate to separate contracted sales of ProVida in-car video equipment by PMI A/S, our Danish subsidiary, for use by police forces in Turkey, Romania and Poland. In all three cases, the Board took the decision to recover title to and possession of the goods. The provision at the 30th June 2002 is therefore not the combined contract value of £2m (as indicated in the announcement of 27th September 2002), but the lesser figure arrived at net of the inventory value; • the Board has taken the opportunity to carry out an impairment assessment of the goodwill carried in the Group's Balance Sheet. Despite reasonable valuations in the past, these might now be adversely affected by declining market valuations of net worth and also by the lack of resources available to the Group to invest in the technological enhancements of some of the product range. This has resulted in an exceptional write down of goodwill at 30th June 2002 of £6,882,0000 in addition to the goodwill amortisation for the period of £224,000 (2001:£169,000). The impact of all these decisions is a loss before tax for the period ended 30 June 2002 of £11,909,000 (2001:£481,000) or 22.6 pence per share (2001:loss of 1.2 pence per share). The loss per share before goodwill impairment and other exceptional items was 2.3 pence (2001:0.8 pence loss). Balance Sheet As a result of the losses in the period and the changes in the accounting policy on Research and Development Expenditure, the Consolidated Net Assets at 30 June 2002 were £6,206,000 (30 June 2001: £12,933,000). Consolidated Net Tangible Assets fell to £5,287,000 (30 June 2001: £6,256,000). Borrowings As announced on 5th December, the Group's UK bankers, Halifax Bank of Scotland, have approved banking facilities in line with the Group's forecast requirements for at least the next twelve months repayable on demand. Bank borrowings at 30 June 2002 were £2,205,000 (30.6.01: £513,000). Cash flow During the period under review the Group had a net cash outflow from operating activities of £2,992,000 (2001: £2,604,000 outflow). Capital expenditure in the period was £211,000 (2001:£249,000). In January and March 2002 the Group raised funds of £3,404,000 before expenses, by means of placings of new shares which were used to fund the acquisition of Joyce-Loebl and the Group's ongoing working capital requirements. Dividends Your Board is not recommending the payment of a dividend. Post period events Petards Corporate Knowledge Limited (PCK) was placed into voluntary liquidation in October, which will involve further costs of approximately £200,000 in the full year accounts in addition to the write down of goodwill and capitalised development spend included in the results to 30 June 2002. The company specialised in the development of Customer Relationship Management solutions, a sector which has been hit especially hard during this year. PCK was no longer core to the Group, but several attempts in recent months to dispose of it failed. In the period to 30 June 2002, the business made an Operating Loss of £422,000 (2001:loss of £19,000) on revenue of £301,000 (2001:£742,000) and these figures are included in the Operating Loss described above. Outlook for the second half to 31 December 2002 The difficulties of the recent months have inevitably had a negative effect on the Group's trading. The Group has had to accommodate disruptions to its supplier base, delayed and lost orders and the diversion of management efforts from the operations of the business to the process of stabilisation. We are continuing to review the Group's cost structure and the commercial potential of some of its marginal products in their various markets. Action has already taken place to reduce central corporate overheads significantly. When all factors have been taken into account we expect the operating loss for the second half to be about £2,300,000 before exceptional items of £1,000,000. The operating loss includes the loss associated with operations either closed or to be closed of an estimated £630,000. Changes to Board Membership On 1st October, the Board accepted the resignation of Owen Williams, the Executive Chairman and interim Chief Executive, and dismissed James Shand, the Finance Director. The Business Development director, Richard Hill, resigned on 15th November 2002. The reconstituted Board has been strengthened. Adrian Merryman was appointed Chief Executive of the Group on 4 December 2002. He has been working with the Group as an interim manager during the review period. He joins from Interregnum plc, an IT investment and advisory company, where he has been Chief Investment Officer. He was previously Chief Executive of TEMENOS Systems Headquarters SA, the Geneva based banking software company, has served as an investment banker at CIBC Oppenheimer and Merrill Lynch, has an MBA from Harvard and has recently been involved in handling corporate recoveries. I shall stay as Chairman on a part time executive basis at least until the AGM next year when I shall put myself up for re-election. Geoff Carswell, who joined the Board in July 2002 and Michael Williams remain as Executive Directors responsible for Joyce-Loebl and Petards Vision respectively. Tim Sulivan continues as a non-executive director and provides guidance to the defence sector operations, bringing knowledge of the defence industry and logistics from his previous career in the Army. It is intended that other non-executive directors will be appointed when appropriate candidates have emerged. The Group is currently searching for a suitable Finance Director, and has begun the process of strengthening its operational financial management. Actions taken Concurrent with the return of the Group's shares to AIM, the stabilisation phase which began with the announcement on 26th September will be completed. The steps taken have laid a foundation from which the Board are confident the Group can be rebuilt. To date, we have: • commenced closure of the former corporate headquarters facility in Maidenhead with the relocation of the corporate staff, reducing from 11 fulltime personnel to 5, to existing offices in Sunbury; • put in place a daily centralised cash management process intended to minimise working capital requirements; • implemented prudent accounting policies and conservative application thereof; • defined our core operating businesses to ensure that we remain focused on leveraging our core competencies in the areas of security and surveillance, defence and rail transport. Consistent with our re-focus, we will negotiate the disposal of non-core assets; • clarified reporting lines and assignment of personnel; • begun the process of retuning the R&D program to ensure consistency with business objectives and available resources. Within the interim management team the Group has had the benefit of Tim Wightman, who has been previously involved in several business turn around situations. It is intended that the Group will continue to have his services in the implementation of Screen's future strategy. Trading Report After the difficulties of the last few months, it is easy to lose sight of the strengths of the Group and its potential in the future. In most parts of the Group, there is strong technology which provides competitive edge and a barrier to entry. The Group has a sharp sector focus, concentrating on the provision of security surveillance solutions and wireless and video technologies throughout all its divisions: Emergency Services, Local and Central Government, Defence and Transport. Joyce-Loebl has been quickly and successfully integrated while at the same time delivering a strong first half performance and currently it has a record order book. It supplies CCTV and passenger information systems to the international rail transport industry, for which over £4m of new orders were secured in the first eleven months of the year. Continued investment in public transport across Europe is driving significant growth in the market for rail transport passenger information systems and onboard CCTV security systems. Recent successes included a £1.3m order for Passenger Information Displays for Midland Mainline in the UK, while European orders include £2.9m of onboard CCTV security systems for Portuguese Rail and the Lisbon Underground. As an established supplier to UK military forces, Joyce-Loebl's defence operations have a reputation for delivering dependable products for complex and demanding environments. The company specialises in electronic warfare, fighting vehicle electronics and rugged communications and IT systems, where many sales include long-term service and support contracts. The strong order flow in all parts of its defence sector operations has been better than expected, particularly in Electronic Warfare Countermeasures where over £2.8m of orders were received in the first half of the year. Petards Vision sales successes include several new Local Authority systems and the first upgrades within its existing installed base to the new Advantage.Net+ CCTV command & control system platform. Sales of the SWIFT wireless camera system were particularly strong, with order levels in the first six months coming close to those achieved in the whole of 2001. In the special projects arena, a significant bespoke development contract for the supply of an integrated IP and analogue video based security system was secured - work which will ultimately also enhance our product portfolio. PMI International is responsible for the ProVida range of Video Evidence & Enforcement systems, in use by police forces across the world. During the year to date the ProVida range has increased its market penetration. Recent orders include additional units for the UK's Metropolitan Police and a €0.7m order from Italy's National Motorway Police. PMI's market position will also benefit from the relationship with Applied Concepts, Inc., better known as Stalker Radar, North America's largest manufacturer of speed radar systems, for the US-wide distribution of a specially developed version of the ProVida video evidence and enforcement system. Prospects The Group has well established, recognised brands within strong growing market sectors (security and surveillance, defence and rail transport), differentiated high end products, a diversified high quality government and industrial customer base, and strong technology. As we rationalise the business and re-emphasise fundamentals by focussing management attention on operational matters, including sales generation, margin improvement and cash generation, the Group will be well positioned to leverage its strengths and take advantage of available opportunities including the benefits of a record order book at Joyce-Loebl. By the second half of 2003 we have reason to believe that the Group can benefit from solid revenue growth, operating margin expansion and good cash flow. As and when appropriate and feasible, the Board will consider a number of initiatives from which the Group may benefit including prospective acquisitions that augment our core businesses. To generate additional future growth, we also intend next year to extend the Group's market position within those high potential markets it serves. Among the initiatives we will be evaluating are: • international sales expansion across a wider product range; • improving Joyce-Loebl's position in the defence supply chain by applying technologies from other group companies; • line extensions of current Screen products into related sectors; • acquisitions which increase our competitive position within core businesses. During the period of suspension, the Board received several approaches by parties either interested in part or the whole of the Group, or in merging with the Group. This is an important validation of the considerable reputation of the technology deployed in the Group's products and systems. Over the next few months, the Board will review a range of courses of action and, if appropriate, make recommendations to shareholders. The current plan however is to grow the Group organically and by selective acquisition. Summary Despite uncertainty in recent weeks and the longer than initially predicted time to release this statement to shareholders, we are now able to look forward with more confidence. My guiding principle has been the need to provide the basis for the recovery of shareholder value. I am immensely grateful for the dedication of my fellow directors, the interim management team and employees, for the excellent help from all our professional advisers, for the support of our Nominated Advisers, Collins Stewart, for the constructive assistance of Halifax Bank of Scotland, and for the resilience of suppliers and customers. It is thanks to all these that the Group can re-emerge positively. Ian Taylor Chairman 17 December 2002 Group Summary Profit and Loss Account Unaudited _______________________________________ Audited Before Exceptional After Unaudited 12 months exceptional exceptional 6 months ended ended items items items 30June 31 December 6 months ended 6 months ended 6 months ended 2001 2001 30 June 2002 30 June 2002 30 June 2002 (restated) (restated) Note £'000s £'000s £'000s £'000s £'000s Turnover 9,718 - 9,718 5,601 14,250 Cost of sales (5,237) - (5,237) (3,231) (7,816) Gross profit 4,481 - 4,481 2,370 6,434 Administrative expenses 3 (5,591) - (5,591) (2,712) (6,935) Exceptional items 4 - (3,602) (3,602) - - Goodwill 5 (224) (6,882) (7,106) (169) (397) Total administrative (5,815) (10,484) (16,299) (2,881) (7,332) expenses Operating loss before (1,334) (10,484) (11,818) (511) (898) interest Net interest (91) 30 33 (payable)/receivable Loss before taxation (11,909) (481) (865) Taxation 6 - - - Loss for the financial (11,909) (481) (865) period Loss per share 7 (22.6p) (1.2p) (2p) Loss per share before 7 (2.3p) (0.8p) (1.1p) goodwill and exceptional items Group Balance Sheet Unaudited Unaudited Audited as at as at as at 30 June 2002 30 June 2001 31 December 2001 (restated) (restated) £'000s £'000s £'000s Fixed assets Intangible assets 919 6,677 8,066 Tangible assets 1,473 821 1,435 2,392 7,498 9,501 Current assets Stocks 5,359 1,376 5,303 Trade debtors 3,328 3,470 7,276 Other debtors 2,735 1,275 2,056 Cash at bank 19 2,313 554 11,441 8,434 15,189 Creditors: amounts falling due within one year Bank overdraft (2,205) (513) (646) Other creditors (5,253) (2,433) (6,963) Net current assets 3,983 5,488 7,580 Creditors: amounts falling (169) (53) (2,093) after more than one year Net assets 6,206 12,933 14,988 Capital and reserves Share capital 23,083 17,599 20,120 Profit and loss reserves (16,877) (4,666) (5,132) Equity shareholders' funds 6,206 12,933 14,988 Group Cash Flow Unaudited Unaudited Audited 6 months 6 months 12 months ended ended ended 30 June 2002 30 June 2001 31 December 2001 (restated) (restated) £'000s £'000s £'000s Net cash outflow from operating (2,992) (2,604) (4,106) activities Net cash flow from returns on investments (91) 30 33 and servicing of finance UK corporation tax - - - Net cash outflow from capital expenditure (211) (249) (350) Net cash outflow from acquisitions and (461) (1,275) (4,617) disposals Net cash outflow before financing (3,755) (4,098) (9,040) Net cash inflow from financing 2,921 4,466 7,539 Increase/(decrease) in cash in the period (834) 368 (1,501) Notes 1. Non Statutory Accounts The interim results which are unaudited, have been prepared in accordance with applicable United Kingdom Accounting Standards using accounting policies consistent with those set out in the accounts for the year ended 31 December 2001 with the exception of that noted in note 3 and the adoption of FRS 19, Deferred Tax. The impact of the adoption of FRS 19 on the current and prior years results is nil. These statements do not constitute financial statements within the meaning of section 240 of the Companies Act 1985. These statements have not been audited. No financial statements will be filed for the six months ended 30 June 2002. The financial information for the year ended 31 December 2001 has been extracted from the statutory accounts for that period which have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain any statement under section 237(2) or (3) of the Companies Act 1985. 2. Group Summary Profit and Loss Account All operations are continuing as at 30 June 2002, however Petards Corporate Knowledge Limited was put into creditors' voluntary liquidation in October 2002. 3. Change in accounting policy The Directors and the Audit Committee have decided to change the Group's accounting policy on Research and Development so that all expenditure on research and development is written off to the profit and loss account as soon as it is incurred. The comparative numbers have therefore been restated for this prior period adjustment as summarised below: 6 months ended 6 months ended Year ended 30 June 2002 30 June 2001 31 December 2001 £'000 £'000 £'000 Development expenditure 820 509 1,893 Amortisation charge under previous (409) (123) (373) policy Additional charge 411 386 1,520 The additional charge above, relating to the change in the Research & Development accounting policy, has been included within Administrative expenses in the Profit & Loss Account. The aggregate net book value of capitalised development of £2,781,000 as at 31 December 2001 has been written off to the brought forward profit and loss reserves. 4. Exceptional items As noted in the Chairman's Report following the review of the businesses several exceptional costs were incurred as summarised below: 6 months ended 30 June 2002 £'000 Inventory provisions 1,937 Doubtful debt provisions 1,526 Warranty provisions 87 Other provisions 52 3,602 5. Goodwill 6 months ended 30 June 2002 £'000 Amortisation during the period (224) Impairment of carrying value of goodwill (6,882) (7,106) 6. Taxation No provision for taxation has been made in the profit and loss account for the six months to 30 June 2002. No provision was required in the six months to 30 June 2001 7. Loss per share The profit/(loss) per share for the six months to 30 June 2002 is based on the weighted average number of ordinary 1 pence shares of 52,764,239. The loss per share for the six months to 30 June 2001 is based on the weighted average number of ordinary 1 pence shares of 41,275,877. 8. Recognised Gains and Losses The only recognised gain or loss other than the profit or loss for the six months to 30 June 2002 relates to a currency translation gain on foreign current net investments of £164,000 (six months to 30 June 2001 £nil, and year to 31 December 2001 loss £82,000). 9. Post Balance Sheet Events Petards Corporate Knowledge Limited was placed into creditors' voluntary liquidation in October 2002. 10. Further copies Copies of the interim statement will be sent to shareholders. Further copies will be available from the Company's registered office at Stubbings Barn, Burchetts Green Lane, Burchetts Green, Maidenhead, Berks, SL6 3QP for the next 14 days. Audit Committee Report The Audit Committee consists of the part time Executive Chairman, Mr Ian Taylor MBE and the Non-Executive Director, Maj. Gen Tim Sulivan CB CBE. It reviews the Group's financial controls, accounting policies and financial reporting. The Audit Committee has reviewed the unaudited interim financial statements and is satisfied that they have been prepared using accounting policies consistent with those adopted by Screen plc in its financial statements for the year ended 31 December 2001 other than noted above in notes 1 and 3. The Committee in the course of its review has not become aware of any material modifications that should be made to the interim financial statements as presented. INDEPENDENT REVIEW REPORT TO SCREEN PLC Introduction We have been instructed by the Group to review the financial information for the six months ended 30 June 2002 which comprises the consolidated profit and loss account, the consolidated balance sheet, the consolidated cash flow statement and related notes 1 to 10. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are also responsible for ensuring that the accounting polices and presentation applied to the interim figures are consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with the guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom auditing standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2002. Deloitte & Touche Chartered Accountants London This information is provided by RNS The company news service from the London Stock Exchange
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