Final Results

Manpower Software PLC
08 August 2002



8 August 2002
Manpower Software plc ("MSW" or "the Company")



 PRELIMINARY ANNOUNCEMENT OF THE ANNUAL RESULTS FOR THE YEAR ENDED 31 MAY 2002

Set out below is the text of the preliminary announcement of the results of the
Company for the year ended 31 May 2002.



CHAIRMAN'S STATEMENT



Review

I am pleased to present the results of Manpower Software plc for the year ended
31 May 2002.



Group turnover increased by 19% over the prior year to £3.3 million, reflecting
a 50% increase in sales of our core MAPS product to £3.15 million.  However,
poor market conditions and the loss of a key client resulted in a 78% decline in
the turnover generated by our consultancy business to £0.14 million.



While these are positive results for the Group in what has been a challenging
year, with general economic weakness affecting most sectors,  rapid growth in
turnover was hampered by the poor performance of our consultancy business and
the impact of the terrorist attack of 11 September 2001.  This event had a
particular impact on the cruise industry, which is currently our largest sector.



In spite of this turbulence in the cruise industry and the much-publicised
merger battles, we were pleased to sign contracts during the year with Carnival,
P&O Princess and Cunard, three of the principal operators within that market.
The software licence fees for these three contracts have been mostly recognised
in the year ended 31 May 2002 in accordance with our accounting policy.
However, the revenue attributable to services, which amounts to an expected
further £1.2 million of sales, and support has not yet been recognised and
should all fall due in the current year.



The Company has increased its efforts in marketing to military markets and has
recruited additional staff in this area.  Sales in this sector increased 94% to
£0.8 million and included new contracts with the UK Ministry of Defence HQ
Medical Group, the Territorial Army and the Royal Fleet Auxiliary.



During the year, an increased sales and marketing effort was also directed at
other sectors in the UK and US including healthcare, construction and other
maritime markets, which has resulted in further new sales prospects.  The Group
has continued to add new functionality to its core products in order to extend
the usage of MAPS into these and other new markets.



Our consultancy revenue has been highly dependent on a single customer and in
the year it reduced by £0.5m following a change in strategy by that customer.
The consultancy business was discontinued at the year-end, following an
unsuccessful attempt to replace the lost revenue from other sources.



Costs increased during the year by 31% to £4.55 million.  As I indicated in my
previous statement, this was a planned increase to generate and support more
revenue than we actually achieved over the period.  The cost increases were
incurred largely in increasing our sales and marketing capacity (including the
US operations), project management and support, and the move to a single storey
open plan office.  Costs in the second half were slightly lower than the first
half.  For next year, cost savings opportunities will be achieved as a result of
the closure of the consultancy business.  However, we believe that further cuts
in costs cannot be made without damaging the Group's ability to grow rapidly its
core product business.



In December 2001, following the successful development of sales into the US by
the Company, particularly in the cruise sector, and the opening of an office in
Miami, Philip Morgan was appointed Director, US Operations.



In March 2002, Peter Jones joined the Group as Head of UK Sales.  Peter has
worked successfully in senior roles in sales and business development, most
recently at Cap Gemini Ernst & Young, and has international sales experience at
IBM, Digital and SSA.



In May 2002, the Company successfully completed a Placing and Open Offer at 13p
per share which raised £2.64 million before expenses.  The Company also moved to
AIM, a market more appropriate to Manpower Software's size and present stage of
growth.



In June 2002, Paul Scandrett, formerly Director of Product and Marketing was
appointed Head of UK Operations with overall responsibility for product
development, UK sales and marketing, implementation services and customer
support.



Results
                                              31 May 2000          31 May 2001                31 May 2002
Turnover
Continuing operations                                 987                2,106                      3,154
Discontinued Consultancy                              624                  145                        664
Total                                               1,611                2,770                      3,299

Total Costs
Continuing operations                               4,100                3,075                      4,173
Discontinued Consultancy                              301                  438                        379
Total                                               4,401                3,513                      4,552

Profit/(Loss)
Continuing operations                             (3,113)                (969)                    (1,019)
Discontinued Consultancy                              323                  226                      (234)
Total                                             (2,790)                (743)                    (1,253)



Prospects for the year ahead



Although the main participants in the cruise industry have now all signed
agreements with Manpower Software, these have been for specific fleets.  The
adoption of the software by other fleets within our existing cruise group
clients and by other cruise lines will result in further sales for the Company.
These opportunities are being actively pursued in the US, UK and elsewhere.  We
remain confident that we will be able to consolidate our position as the leading
supplier of crew manning software to this industry during the current year.



In the defence sector, a sales group having specific experience has been
recruited and the product, which was originally designed for military use, has
been further enhanced for use this in this market.  The Company is in a strong
position to build on its initial success with the Territorial Army and is
pursuing sales to the British Regular Army and the Royal Navy, the latter based
upon the use of the software by the Royal Fleet Auxiliary and the cruise sector.
  Sales resource is also being allocated to expand the existing base of European
defence users, which currently includes NATO and the Belgian Ministry of
Defence.



The Company is also targeting, with dedicated sales resource and customised
marketing material, a number of other sectors including the UK NHS, shipping and
construction markets, both directly and through alliances with partners which
have expertise and an existing user base.



In the US, the Company has agreed and resourced a sales strategy to achieve
substantial additional sales into the cruise industry and also into other
industries in which the cost-effective planning and scheduling of staff are
crucial to success.



The Directors and Management are focussed on achieving rapid revenue growth with
only marginal growth in cost.



Finally, I would like to thank our customers and staff for their support
throughout the year.  It has been much appreciated.



Ian Lang
CHAIRMAN

8 August 2002




                             MANPOWER SOFTWARE PLC

                      CONSOLIDATED PROFIT AND LOSS ACCOUNT

                         FOR THE YEAR ENDED 31 MAY 2002


                                                                       Note    2002             2001
                                                                               £                £

Turnover                                                                       3,154,500        2,105,911
Continuing operations                                                          144,820          663,756
Discontinued operations                                                        3,299,320        2,769,667

Cost of sales                                                                  (3,179,074)      (2,691,644)

Gross profit                                                                   120,246          78,023

Administrative expenses                                                        (1,372,532)      (787,272)

Operating (loss)/profit
Continuing operations                                                          (1,018,315)      (935,624)
Discontinued operations                                                        (233,971)        226,375

                                                                               (1,252,286)      (709,249)

Net interest                                                                   (405)            (30,877)

Loss on ordinary activities before taxation                                    (1,252,691)      (740,126)

Taxation                                                                        -               (2,730)

Loss for the financial year after taxation                                     (1,252,691)      (742,856)

Dividends                                                                       -                -

Loss for the financial year transferred from reserves                          (1,252,691)      (742,856)


Loss per share

Basic                                                                          (5.1)p           (5.1)p






There were no recognised gains or losses during this year and last year other
than the result for the financial year.




                             MANPOWER SOFTWARE PLC

                           CONSOLIDATED BALANCE SHEET

                                 AT 31 MAY 2002




                                                          Note                 2002            2001
                                                                 £             £               £
Fixed assets

Tangible fixed assets                                                          345,464         186,461

Current assets

Debtors                                                          1,720,089                     1,188,093
Cash at bank and in hand                                         1,400,659                     1,318,260

                                                                 3,120,748                     2,506,353

Creditors: amounts falling due within one year                   (736,523)                     (1,087,837)

Net current assets                                                             2,384,225       1,418,516

Total assets less current liabilities                                          2,729,689       1,604,977

Creditors: amounts falling due after more
than one year                                                                  (86,736)        (6,779)

Net assets/(liabilities)                                                       2,642,953       1,598,198

Capital and reserves

Called up share capital                                                        2,212,254       1,195,813
Share premium account                                                          6,429,879       5,148,874
Profit and loss account                                                        (5,999,180)     (4,746,489)

Total equity shareholders' funds                                               2,642,953       1,598,198







                             MANPOWER SOFTWARE PLC

                        CONSOLIDATED CASH FLOW STATEMENT

                         FOR THE YEAR ENDED 31 MAY 2002


                                                       Note                     2002            2001
                                                                £               £               £

Net cash outflow from operating activities              i.                      (2,002,924)     (1,052,715)

Returns on investments and servicing
of finance

Interest received                                               20,755                          1,745
Interest paid                                                   (16,503)                        (26,952)
Interest element of finance lease payments                      (4,657)                         (5,670)

                                                                                (405)          (30,877)

Capital expenditure and financial investment

Purchase of tangible fixed assets                                               (251,182)       (66,962)

Cash outflow before financing and management of                                 (2,254,511)     (1,150,554)
liquid resources

Management of liquid resources
Purchase of short term deposits                                                 (250,000)       (1,050,000)

Financing

Issue of ordinary shares                                        2,642,747                       3,058,457
Expenses of share issue                                         (345,301)                       (410,104)
New loans                                                       100,000                         -
Loan repayments                                                 (17,270)                        -
Capital element of finance leases                               (43,266)                               (48,364)

                                                                                2,336,910       2,599,989

(Decrease)/increase in cash in the year             ii. & iii.                  (167,601)       399,435




                              MANPOWER SOFTWARE PLC
                         
                 NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

                          FOR THE YEAR ENDED 31 MAY 2002


i.     Reconciliation of operating loss to net cash flow from                   2002            2001
       operating activities                                                     £               £

       Operating loss                                                           (1,252,286)     (709,249)
       Depreciation and amortisation charges                                    151,514         52,749
       Loss on disposal of fixed assets                                         12,529          3,390
       Increase in debtors                                                      (531,997)       (564,538)
       (Decrease)/increase in creditors                                         (382,684)       164,933

       Net cash outflow from operating activities                               (2,002,924)     (1,052,715)






ii.    Reconciliation of net cash flow to movement                              2002            2001
       in net funds                                                             £               £


       (Decrease)/increase in cash in the year                                  (167,601)       399,435
       Cash inflow from increase in debt and finance leases                     (39,463)        48,365

       Change in net debt resulting from cash flows                             (207,064)       447,800
       Increase in liquid resources                                             250,000         1,050,000
       New finance leases                                                       (71,864)        (9,825)

       Movement in net funds in the year                                        (28,928)        1,487,975
       Net funds at beginning of the year                                       1,277,719       (210,256)

       Net funds at end of the year                                             1,248,791       1,277,719




iii.        Analysis of change in net funds


                             At 1 June 2001                    Cash flow        At 31 May 2002
                                              New finance
                                              leases and
                                              deposits
                             £                £                £                £

Cash at bank and in hand     1,318,260        -                82,399                       1,400,659
Less: short term deposits    (1,050,000)      -                (250,000)                  (1,300,000)
                             268,260          -                (167,601)                      100,659
Short term deposits          1,050,000        250,000          -                            1,300,000
Debt                         -                -                (82,730)                      (82,730)
Finance leases               (40,541)         (71,864)         43,267                       (69,138)
                             1,277,719        178,136          (207,064)                    1,248,791





                             MANPOWER SOFTWARE PLC

                             NOTES TO THE ACCOUNTS

                         FOR THE YEAR ENDED 31 MAY 2002



1.         Basis of preparation. The financial information set out above does
not constitute statutory accounts within the meaning of Section 240 of the
Companies Act 1985.



The results for the year ended 31 May 2002 and the balance sheet at that date
have been extracted from the statutory accounts of the Group for that year, upon
which the Company's auditors, Grant Thornton, have confirmed they will issue an
unqualified audit report under Section 235 of the Companies Act 1985.  The
accounts for the year ended 31 May 2002 will be filed with the Registrar of
Companies following the Annual General Meeting.  The financial information for
the year ended 31 May 2002 has been prepared on the basis of the accounting
policies set out in the accounts for the year ended 31 May 2001.



The comparative figures for the year ended 31 May 2001 have been extracted from
the statutory accounts of the Group for that year, filed with the Registrar of
Companies, which carried an unqualified audit report.



2.         Taxation



The tax charge for 2001 relates to a tax adjustment arising in the year ended 31
May 1997.



3.         Dividends



No dividends were paid or proposed during either 2002 or 2001.



4.         Loss per share


       The calculations of loss per share are based on the following results and numbers of shares:


                                                                               2002          2001
                                                                               £             £

       Loss for the financial year                                             (1,252,691)   (742,856)


       Weighted average number of shares                                          Number        Number
                                                                                  of shares     of shares

       For basic earnings per share                                               24,751,694    14,671,018




The options and warrants are anti-dilutive.



A copy of the Annual Report and Accounts will be sent to all shareholders.  A
copy of this preliminary announcement is available from the Company's registered
office: The Communications Building, 1st Floor, 48 Leicester Square, London WC2H
7DB.



END




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