Final Results

Microgen PLC 20 February 2001 20 FEBRUARY 2001 MICROGEN PLC ('Microgen') Preliminary Results for the Year ended 31 December 2000 Highlights Transition of the Group initiated in 1998 successfully completed * New businesses developed or acquired over past 2 years now account for 60% of Group revenue. * Disciplined, self-funded, investment programme transitioning legacy service customers into e-services. B2B e-billing accelerating * e-billing transaction volume ramping with quarter-on-quarter growth in excess of 100%. * 15 billers now operational with 300 live recipients, making Microgen one of the leading independent B2B transactional hosting services and the leading B2B e-billing service provider in the UK. * Added-value service enhancements increasing barriers to entry for potential competitors. Strong performance from Microgen-Kaisha consultancy division * 27% operating margin * Growth of 36% in strategic sectors of Customer Relationship Management, Knowledge Management and e-business systems implementation * Synergies between consultancy operations and transactional e-services business increasing Solid operating performance continues to finance transition to e-services * Revenue from continuing operations : £22.6m (1999 : £19.6m) * Adjusted Profit Before Tax ('PBT') from continuing operations (excluding exceptional items, goodwill amortisation and charges related to share price movements) : £1.2m (1999 : £1.1m) * Adjusted eps of 1.7p (1999:5.8p) * Net loss per share of 5.4p (1999:eps of 3.7p) * Final dividend proposed to be maintained at 1.0p, following elimination of interim (1999 : 1.5p in total including interim) * Strong balance sheet with net free cash of £8.4 m at 31 December 2000. * Positive operating cash flow maintained Martyn Ratcliffe, Executive Chairman commented: 'Microgen has completed a successful transition into an information management services group and has established a market-leading position in B2B e-billing. Microgen's sell-side model enables the tangible benefits of e-business to be realised for both biller and buyer without requiring a change in business processes or document formats. While the viability and prospects of some e-business models have come under scrutiny during the past year, the transition from paper to electronic billing in a B2B environment is a natural evolution. As a result, we are experiencing significant growth in the number of biller-recipient transactions and the potential for Microgen's model continues to be exciting.' Contact : Martyn Ratcliffe, Executive Chairman 01753 847123 Mike Phillips, Group Finance Director www.microgen.co.uk Steve Liebmann, Buchanan Communications 020 7466 5000 CHAIRMAN'S STATEMENT The past year has seen the completion of the transition of the Microgen Group, initiated in 1998, from a service provider in mature and/or declining markets, into a successful information management services group with a market leading position in key growth sectors. The extent of the transition undertaken has been significant. New businesses developed or acquired over the past 2 years now account for over 60% of the total Group revenue. Microgen plc now comprises two operating divisions : * The Billing and Database Management Division, derived from the original business operations, generates recurring revenue primarily from transactional activities of billing, payment and hosted on-line database management services. The self-funded investment programme has enabled the division to establish a market leading position in sell-side B2B e- business. * Microgen-Kaisha, the Group's consultancy division, formed from the acquisition of Kaisha Technology in April 1999, is focused on Customer Relationship Management, Knowledge Management and e-business systems implementation, sectors compatible with the transactional services operations. FINANCIAL SUMMARY For the year ended 31 December 2000, Microgen generated adjusted PBT for continuing operations (excluding exceptional items, goodwill amortisation and charges related to share price movements) of £1.2 million from revenue of £ 22.6 million (1999: £1.1 million on revenue of £19.6 million). The Group produced an adjusted earinings per share of 1.7 p (1999: 5.8p) and a net loss after tax of £2.7 million, equivalent to a loss per share of 5.4 p, after exceptional costs of £2.3 million related to the restructuring programme, £0.2 million of costs associated with an aborted acquisition as noted in the interim report, an operating loss of £0.5 million from the discontinued operations, goodwill amortisation of £1.3 million and £0.2 million related to costs derived from share price movements. (1999 : profit after tax of £1.8 million, equivalent to eps of 3.7p.) Throughout this period of transition, the Board has managed a disciplined investment programme, maintaining a strong balance sheet and positive operating cash flow. At 31 December 2000, net free cash was £8.4 million. The Board are therefore recommending a dividend of 1.0p (1999:1.5p, including interim dividend). The final dividend is payable on 8 May 2001 to shareholders on the register at the close of business on 17 April 2001. BILLING & DATABASE MANAGEMENT During the first half of the year, sales and marketing resources were focused on signing potential billers for Microgen's e-billing services, thereby proving the concept, confirming market demand and establishing the Group's position in the sector. In order to convert this potential into revenue for Microgen, there need to be two parties to a B2B transaction and therefore during the second half of 2000, resources were increasingly allocated to getting e-billers operational. This requires the buyer (bill recipient) to be enabled to accept invoices via Microgen's transactional model. This 'recipient ' programme has been very successful with 300 buyers now receiving e-bills from 15 billers, making Microgen one of the UK's most successful independent hosted B2B transactional models. The significance of establishing a large recipient base should not be under-estimated, since an overlap in biller customer bases is a major facilitator to the widespread adoption of the B2B transaction service and the expanding number of recipients facilitates connecting new billers. Being at the forefront of B2B e-billing has highlighted several critical operational enhancements (eg invoice grouping, parent-subsidiary relationships, VAT master invoice vs copy) all of which have been implemented and which provide increased barriers-to-entry for competitive B2B e-billing services. Operational experience is also highlighting the regular, repetitive nature of transactions associated with B2B buyer/seller relationships, eliminating the need for e-mail notification. This further reinforces Microgen's database management model for B2B e-billing and it is the value-added services which the Microgen model can provide that are proving to be the stimulus for adoption. The Division's hosted database management business has continued to make progress throughout the year with 34 'blue-chip' customers now live. Consistent growth has been achieved in this business from both new customers and additional applications from existing customers, producing a growth rate of 56% for the on-line recurring revenue. The average annualised revenue per customer for hosted databases is currently approx £60,000 of which 80% is on-line recurring revenue. Due to the inherent database management technology in the Microgen B2B e-billing model, the same infrastructure, which is owned by the Group, is used to host databases and to enable the e-billing service. The evolution of customers from print & mail billing, in which Microgen has 12 years experience, to e-billing and then into additional hosted value-added services utilising the sales ledger database is the core of Microgen's sell-side e-business strategy. Revenue from continuing operations for the division was £13.7 million, producing an operating profit of £0.3 million before Group overhead (1999: comparable revenue of £14.9 million produced an operating profit of £1.6 million). The revenue decline occurred in the legacy print business and the Board anticipate that print revenue will continue to decline during 2001, due to account rationalisation and as part of the ongoing managed transition process. The reduction in profitability of the division is consistent with the internally-funded, disciplined investment programme and is in line with Board expectations, such that the contribution and cash flow derived from the legacy print operations are being reinvested in transitioning customers into e-services. However the strategic significance of the print & mail capability and expertise, in enabling Microgen to provide a managed transition from traditional billing into electronic services, should not be overlooked and continues to be a key competitive advantage and barrier to entry. It is also this expertise which has enabled Microgen to facilitate the VAT approval process for billers and recipients, a fundamental requirement in the widespread acceptance of e-billing and the development of a sustainable e-billing service in the UK. CONSULTANCY Microgen-Kaisha, the Group's consultancy division, had an excellent year. Acquired in April 1999, the division is now focused on Customer Relationship Management, Knowledge Management and e-business systems implementation with a particularly emphasis on the integration of legacy and new application data. Following the repositioning of the business, the division has progressed very well due to the acceleration in growth in the strategic business areas, producing significant increases in both utilisation and fee rates. As a result, operating margin before Group overhead increased to 27% (1999 : 16%) and the original low margin legacy business now accounts for less than 15% of the Division's revenue, compared with 30% in 1999. Excluding the legacy business, the underlying growth rate was approx. 36% on an annualised basis. Revenue for the division was £8.0 million, producing an operating profit of £ 2.2 million before Group overhead and goodwill amortisation (23 April - 31 December 1999: revenue of £4.7 million, operating profit of £0.8 million). The synergies anticipated at the time of the acquisition are now being realised. Increasingly customers are seeking services from across the Microgen Group, a key differentiator being the integrated offering of data warehousing consultancy with database hosting capability and leading-edge e-business skills. The natural relationship between billing and CRM further strengthens the Microgen offering. MICROGEN-TELESMART Telesmart Developments Limited ('Telesmart'), a leading UK supplier of payment solutions, was acquired on 11 August 2000 for a total consideration of up to £ 2.4 million in order to provide billing and payment solutions to the B2B sector. This business has been rapidly integrated into the Group, with three distinct operations : * BACS payment software - a relatively mature market but anticipated to remain the predominant payment method for B2B transactions in the UK for the foreseeable future. Technology developments within the BACS environment provide a significant refresh and/or upgrade opportunity and a new development programme has been initiated. * Consultancy - Telesmart had established a presence in developing and implementing payment solutions which, by integrating these activities with the Group's existing consultancy operations, has opened a new channel of business for Microgen-Kaisha. * e-payment services - using the NHSnet, Microgen-Telesmart now has 38 NHS Health Authorities, Trusts and/or other Agencies processing payments via Microgen e-payment service infrastructure. (With an additional 60 Health Service organisations now receiving e-bills, the Group is establishing a significant e-business presence in the NHS sector.) For the period 11 August to 31 December 2000, the newly-acquired business produced an operating loss of £0.2 million on revenue of £0.9 million. As a result of the integration of the business into the Group, the Board anticipate that the payment operations should now provide a positive contribution and a significant strategic enhancement to the Group's offerings. FUTURE PROSPECTS With the completion of the transition, the Group is now focused on developing the potential of its sell-side e-services model. The primary documentary communication between seller and buyer is the invoice and Microgen has developed value-added services derived from the data management associated with this fundamental business-to-business transaction. Managing the transition from paper to electronic communication is a key element of the service and continues to be a significant differentiator for Microgen. The weaknesses in some alternative B2B models have become increasingly apparent over the past year but the evolutionary nature and operational benefits of the Microgen model are enabling the reality of B2B e-business while creating barriers to entry. Through Microgen-Kaisha the value-added services can be extended to include customer data analysis and business integration, providing a unique e-business Customer Relationship Management capability. The acquisition of Telesmart has extended billing services into payment processing. This combined capability has enabled further service extension into electronic payment remittance advice notification, for which the Group has recently received its first contract. The benefits of the investments made are starting to be realised and the Board will maintain the disciplined investment programme during this window of opportunity. In addition, as the sector consolidates, strategic opportunities which could accelerate the development of the Group will continue to be explored by the Board. In summary, the Board are pleased with the success of the transition and transformation of the Group into a leading information management services company. The future opportunity is tangible and exciting. Martyn Ratcliffe Executive Chairman 20 February 2001 MICROGEN PLC Group Profit and Loss Account for the year ended 31 December 2000 Unaudited Year Year ended ended 31 Dec 31 Dec 2000 1999 (as revised see note 5) Notes £'000 £'000 Turnover - continuing operations 21,711 19,608 - acquisition 867 - 22,578 19,608 - discontinued operations 2,766 11,716 1 25,344 31,324 Operating costs (26,711) (29,776) Operating (loss)/profit Continuing operations (including acquisition) (913) (898) Discontinued operations (454) 2,446 Operating (loss)/profit 1 (1,367) 1,548 Exceptional items - Loss on disposal of discontinued operations (240) - - Loss on disposal of fixed assets - (1,006) - discontinued operations - Restructuring costs - discontinued operations (1,077) - (Loss)/profit on ordinary activities before interest (3,690) 1,548 and tax Net interest 604 862 (Loss)/profit on ordinary activities before tax (3,086) 2,410 Tax on (loss)/profit on ordinary activities 2 358 (620) (Loss)/profit on ordinary activities after taxation (2,728) 1,790 Dividends 3 (512) (762) Retained (loss)/profit transferred to reserves (3,240) 1,028 (Loss)/earnings per share 4 (after goodwill amortisation and charges related to share price movements) Basic (5.4)p 3.7p Diluted (5.2)p 3.6p Adjusted earnings per share 4 (before goodwill amortisation and charges related to share price movements) Basic 1.7p 5.8p Diluted 1.7p 5.7p Dividend per share 1.0p 1.5p Statement of total recognised gains and losses £'000 £'000 (Loss)/profit on ordinary activities after taxation (2,728) 1,790 Exchange rate adjustments 12 (50) Total recognised gains and losses for the period (2,716) (1,740) Prior year adjustment relating to NI on share options 5 401 Total recognised gains and losses since last annual (2,315) report MICROGEN PLC Consolidated Balance Sheet Unaudited As at as at 31 Dec 1999 31 Dec 2000 (as revised see note 5) Notes £'000 £'000 Fixed Assets - Intangible 6 26,665 24,276 - Tangible 2,044 4,524 - Investment in own shares 252 372 28,961 29,172 Current assets - Stocks - raw materials 122 288 - Debtors 7 5,023 4,855 - Cash at bank and in hand 13,871 18,824 19,016 23,967 Creditors: due within one year 8(a) (12,236) (13,494) Net current assets 6,780 10,473 Total assets less current liabilities 35,741 39,645 Creditors: due after more than one year 8(b) (295) (1,265) Provisions for liabilities and charges 9 (1,708) (2,438) Net assets 33,738 35,942 Equity capital and reserves - Called up share capital 10 2,560 2,543 - Share premium account 11 17,569 16,762 - Other reserves 11 250 150 - Profit and loss account 11 13,359 16,487 Equity Shareholders' funds 33,738 35,942 MICROGEN PLC Consolidated Cash Flow Summary for the Year Ended 31 December 2000 Unaudited Year ended Year ended 31 Dec 1999 31 Dec 2000 (as revised see note 5) Notes £'000 £'000 Net cash flow from operating activities 12 (i) 1,520 4,647 Returns on investments and servicing of 604 839 finance Taxation 102 (5,522) Capital expenditure and financial investment (503) (1,001) Acquisitions and disposals (2,675) (5,658) Equity dividends paid to shareholders (509) (688) Cash outflow before use of liquid resources (1,461) (7,383) Management of liquid resources 4,040 9,148 Financing (3,492) (488) (Decrease) / increase in cash in the period 12 (ii) (913) 1,277 Notes: 1. Turnover and operating (loss)/profit by division Unaudited Year ended Year ended 31 Dec 1999 31 Dec (as revised 2000 see note 5) TURNOVER £'000 £'000 Continuing operations - Billing and database management 13,666 14,917 - Consultancy 8,045 4,691 21,711 19,608 - Acquisition 867 - 22,578 19,608 Discontinued operations 2,766 11,716 25,344 31,324 OPERATING PROFIT Continuing operations - Billing and database management 312 1,636 - Consultancy 2,198 758 2,510 2,394 - Acquisition (171) - Operating profit before group overhead 2,339 2,394 Group overhead (2,047) (1,882) 292 512 Movement in property provisions 331 (299) Operating profit from continuing operations 623 213 before goodwill and charges related to share price movements Charges related to share price movements (208) (275) (note 5) Goodwill amortisation: Consultancy (1,253) (836) Acquisition (75) - Operating loss on continuing operations (913) (898) Operating (loss)/profit on discontinued operations (454) 2,446 Operating (loss)/profit (1,367) 1,548 ADJUSTED PROFIT BEFORE TAX FROM CONTINUING ACTIVITIES Operating profit from continuing operations 623 213 before goodwill and charges related to share price movements Net interest receivable 604 862 Adjusted profit before tax from continuing activities 1,227 1,075 The acquisition is Telesmart Developments Limited (see note 6) and is included within Billing and Database Management. Discontinued operations include exit from the COM business, disposal of Microgen Ireland and the closure of the Manchester print bureau. 2. Taxation The taxation charge for the year comprises: Unaudited Year ended Year ended 31 Dec 31 Dec 2000 1999 (as revised) £'000 UK Corporation Tax credit/(charge) at 30.0% (1999 tax 358 (609) charge: 30.25%) Adjustment in respect of prior year - - Overseas Taxation - (11) 358 (620) The effective rate of tax for the group on its loss on ordinary activities after tax but before goodwill is 20.4% (1999:16.8%). At 31 December 2000 the UK group had a potential deferred tax asset of £1,423,000 (1999:£1,526,000) due to timing differences relating to accounting provisions and capital allowance which, in accordance with UK GAAP, has not been recognized in the accounts. The movement in the deferred tax asset in the year was £103,000 (1999: £385,000) and without this movement the effective rate of tax would have been 26.2%% (1999:31.3%). 3. Dividends The Board recommend a final dividend of 1.0 pence per share (1999: 1.0 pence) and if approved this will be paid on 8 May 2001 to shareholders on the register on 17 April 2001. Therefore the total dividend for the year will be 1.0 pence per share following the prior termination of interim dividend payments. (1999: 1.5 pence including interim payment of 0.5 pence). 4. Earnings per share Earnings Basic Diluted EPS EPS £'000 Pence Pence Loss on ordinary activities after tax (2,728) (5.4) (5.2) Charges related to share price movements (net of tax) 146 0.3 0.3 Exceptional items (net of tax) 2,037 4.0 3.9 Goodwill previously written off relating to disposal of 100 0.2 0.2 discontinued operations Goodwill amortisation 1,328 2.6 2.5 Profit on ordinary activities after tax but before goodwill andcharges related to share price movements 883 1.7 1.7 The above basic earnings per share calculations are based on the weighted average number of shares in issue during the period of 50,617,742 (1999: 48,275,585 ). Diluted earnings per share calculations are based on 52,386,756 (1999: 49,428,598) ordinary shares calculated as the basic weighted average number of ordinary shares plus 1,769,014 (1999 1,153,013) dilutive share options. 5. Charges related to share price movements Group operating loss for the year is determined after charges of £208,000 (1999:£275,000) related to share price movements. These comprise a credit on National Insurance Contributions (NIC) on grant of share options of £12,000, (1999:charge £ 96,000) and UITF 17 charges of £220,000 (1999:£179,000). Employers' NIC's relating to gains on share options are accrued based on the share price movement from the date of grant to that ruling at the balance sheet date. During 1999, the first period in which such charges arose, the total liability was accrued and charged to the profit and loss account. During the year the Accounting Standards Board issued Urgent Issues Task Force Abstract 25 (National Insurance Contributions on share options) which requires that the total cost be amortised over the vesting period of the relevant share option. The UITF 25 treatment has been adopted in the current period and, as this is a change in accounting policy the December 1999 comparative balance sheet and profit and loss account have now been revised. The impact of this revision has been to increase net assets at 31 December 1999 by £0.4m (by reducing creditors due after more than one year by £0.6m and increasing corporation tax by £0.2m) and to increase 1999 reported profit by £0.4m. 6. Acquisition of Telesmart Developments Limited On 8 August 2000 the Company announced the acquisition of Telesmart Developments Limited. The acquisition was formally completed on 11 August 2000. The key financial details in respect of the acquisition are scheduled below. £'000 Consideration and costs in respect of acquisition: Cash 1,500 Ordinary shares 700 Initial consideration 2,200 Deferred consideration 150 Fees and costs in respect of the acquisition 62 Total consideration and costs 2,412 Telesmart Developments Preliminary Provisional Provisional Limited Balance Sheet Fair value Net Liabilities (at date of acquisition) Adjustments Acquired £'000 £'000 £'000 Fixed assets 105 (53) 52 Debtors 475 475 Cash at bank (126) - (126) Creditors (1,569) (74) (1,643) Taxation (63) (63) Net liabilities (1,178) (127) (1,305) Goodwill on acquisition 3,717 The provisional fair value adjustments relate to (i) a reduction in the net book value of fixed assets to a directors estimate of their value and (ii) an accrual in respect of liabilities not recognised in the preliminary balance sheet. The Goodwill on acquisition has been capitalised in accordance with FRS 10 and is being amortised over 20 years. The movement of capitalised goodwill during the year is summarised below Consultancy TelesmartDevelopments Total £'000 £'000 £'000 Balance brought forward 24,276 - 24,276 Acquisition - 3,717 3,717 Amortisation charge (1,253) (75) (1,328) Balance carried forward 23,023 3,642 26,665 7. Debtors Unaudited As at as at 31 Dec 1999 31 Dec 2000 £'000 £'000 Trade debtors 3,911 4,099 Corporation tax receivable 369 - Other debtors 122 236 Prepayments and accrued income 621 520 5,023 4,855 8. Creditors Unaudited As at as at 31 Dec 1999 31 Dec 2000 (as revised) (a) due within one year £'000 £'000 - Finance leases 358 469 - Trade creditors 1,559 1,508 - Corporate taxation 769 655 - Other taxes and social security costs 835 689 - Other creditors 834 314 - Deferred consideration 773 1,807 - Loan notes payable 3,219 4,600 - Accruals 3,377 2,944 - Proposed dividend 512 508 12,236 13,494 (b) due after more than one year - Tax & other social security costs 85 96 - Finance leases 210 546 - Deferred consideration - 623 295 1,265 9. Provisions for Liabilities and Charges Provisions for liabilities in respect of surplus properties. Unaudited As at as at 31 Dec 1999 31 Dec 2000 £'000 £'000 Balance brought forward 2,438 2,550 Utilised in the year (399) (419) (Released)/charged to the profit and loss account (595) 299 Additional provision in respect of acquired properties 264 - Amortisation of discount - 8 Balance carried forward 1,708 2,438 The net credit of £331,000 to the profit and loss account in the year comprises the credit of £595,000 less the charge in respect of acquired properties of £264,000. 10. Share Capital The movement in authorised and issued Ordinary Share Capital of 5 pence each during the period is detailed below. Authorised Issued and fully paid Number Amount Number Amount £ £ At 1 January 2000 70,000,000 3,500,000 50,858,601 2,542,930 Shares issued to the shareholders of Telesmart Developments Limited - - 217,388 £10,869 Issued under savings related option schemes - - 126,292 £6,315 At 31 December 2000 70,000,000 3,500,000 51,202,281 2,560,114 11. Movement on reserves Share --------Profit and Loss Account-------- Premium Other Revenue Goodwill Account Reserves Reserve Reserve Total £'000 £'000 £'000 £'000 £'000 At 1 January 2000 16,762 150 27,830 (11,744) 16,086 Restatement of opening balance - - 401 - 401 16,762 150 28,231 (11,744) 16,487 Retained profit for the period - - (3,240) -(3,240) Exchange rate adjustments - - 12 - 12 Shares issued during the period 118 - - - Shares issued to the vendors of 689 - - - - Telesmart Developments Limited Goodwill on discontinued businesses - - - 100 100 transferred to profit & loss account Charges related to positive share price - 100 - - - movements At 31 December 2000 17,569 250 25,003 (11,644) 13,359 12. Notes to the Consolidated Cash Flow Statement (i) Reconciliation of operating (loss)/profit to net cash inflow from operating activities Unaudited Year ended Year ended 31 Dec 1999 31 Dec 2000 (as revised) £'000 £'000 Operating (loss)/profit (1,367) 1,548 Depreciation 1,832 2,305 Goodwill amortisation 1,328 836 Profit/(loss) on sale of fixed assets 24 (106) Other non-cash movements (123) 275 Decrease in stocks 158 100 Decrease in debtors 535 5,292 Decrease in creditors (867) (5,603) Net cash inflow from operating activities 1,520 4,647 Notes to the Consolidated Cash Flow Statement (continued) 12 (ii) Reconciliation of net cash flow to movement in funds Unaudited Year ended Year ended 31 Dec 1999 31 Dec 2000 (as revised) £'000 £'000 (Decrease)/Increase in cash in the period (913) 1,277 Cash outflow from movement in term deposits (4,040) (9,148) Cash outflow from decrease in lease financing 429 620 Change in net funds resulting from cash flows (4,524) (7,251) Redemption/(issue) of loan note 1,381 (4,600) Disposal of leases from discontinued operations 18 - Movement in net funds in the period (3,125) (11,851) Net funds at beginning of the period 13,209 25,060 Net funds at end of period 10,084 13,209 12 (iii) Analysis of net funds At 1 Jan 2000 Cash Flow Other 31 Dec non cash changes 2000 £'000 £'000 £'000 £'000 Cash at bank and in hand 18,824 (4,953) - 13,871 Debt due within 1 year (4,600) 1,381 - (3,219) Finance leases (1,015) 429 18 (568) Total 13,209 (3,143) 18 10,084 The net free cash figure of £8.4 m referred to in the Chairman's Statement is arrived at after deducting net Corporation Tax payable (£0.4m), Deferred consideration (£0.8m) and Proposed Dividend (£0.5m) from the net funds of £ 10.1m. This is a more conservative view of the available cash within the Group. 13. Statement by the directors The figures in the consolidated Profit and Loss Account and Balance Sheet do not amount to full accounts within the meaning of Section 254 of the Companies Act 1985. The Annual Report for the period ended 31 December 2000 will be posted to shareholders in due course and will also be available on the investor relations page of our web site (www.microgen.co.uk). Further copies will be available on request and free of charge from the Company Secretary at 11 Park Street, Windsor, Berkshire SL4 1LU. The comparative figures for 1999 have been extracted from the annual report for the year ended 31 December 1999. They have then been revised to reflect (i) the change in accounting policy for NIC on share options arising from UITF 25 whereby the liability for NIC is charged to the profit and loss account over the vesting period of the option, and (ii) the analysis of discontinued and continuing operations.

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