Final Results

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