Interim Results

Glen Group PLC 20 June 2005 Issued on behalf of Glen Group plc 20th June 2005 GLEN GROUP plc Results for the half year ended 31st March 2005 Edinburgh based, Glen Group plc, the AIM listed IT and communications integration business today announces its results for the half year ended 31st March 2005 Highlights • First results since admission to AIM in December 2004, reflecting costs of admission and increased sales and support team • Product and service mix changing with margins increasing • Appointment of Head of Sales in May 2005 • Group set to expand Broadband voice services ('VoIP') and announces raising of additional funds to pursue such activities The Chairman of Glen Group, Eric Hagman, commented: 'I joined the Board of Glen just prior to its AIM Admission, and I am impressed with the progress that has been made over a very short period. The foundations of the business have been laid, and your Board is optimistic that there is a market for a single source supplier, a 'one-stop-shop' that can deliver a range of business focused IT and communications services and, importantly, ensure that they all work together as they should.' Full statement attached Enquiries: Glen Group plc Graham J Duncan, Chief Executive 0845 119 2100 gjduncan@glencommunications.co.uk Walters Associates Alex Walters 07771 713608 alex@waltersassociates.uk.com CHAIRMAN'S STATEMENT REVIEW Glen Group plc ('Glen') was incorporated on 14th October last year and it acquired Glen Communications Limited ('Communications'), our operating company with effect from 15th November 2004. Our shares were admitted to AIM on 1st December 2004. Glen came to the market at a very early stage and it remains a small company. The operating entity, Communications, was a start-up when it commenced trading in February 2002 and an admission to AIM was obtained in order to provide capital to grow the business, both organically and by acquisition. Your Board intends to develop the company initially by organic growth and will seek suitable acquisitions when we feel the time is right. We shall also act on appropriate potential acquisitions on an opportunistic basis, provided we can see a path to creating shareholder value. The founder and Chief Executive of Glen is Graham J Duncan, who was the Executive Chairman and founder of the Atlantic Telecom Group PLC business which, over an 18 year period, grew from a start up to a significant listed company employing over 1,200 people in four European countries. The half year ended 31st March 2005 reflects an increase in the expenses of the business resulting from the enhanced requirements of running an entity admitted to AIM and an increase in payroll and other costs as we expand our sales and support team. As a majority of new staff was not in place until March 2005, the turnover has yet to benefit from the increased sales activity. Building a business from a modest base takes time and the growth strategy adopted by the Board is likely to result in losses until sufficient gross profit is generated by the increased sales team. We intend, over time, materially to expand our sales and sales support teams as we move south across the UK. We are now operational in the North of England, as well as Scotland where we are based, and we will commence the next phase of our sales roll-out once we are comfortable that the existing teams are delivering what we expect from them. We are encouraged by progress to date. RESULTS The results for the period are as anticipated and our cash flow is in line with expectations. Turnover for the half-year was £182,421 compared to £181,746 for the equivalent period to 31st March 2004. Although the turnover over the two periods remained flat, which was expected as we did not have the benefit of an increased sales presence until very late in the period, the underlying product and services mix is different as we have expanded our IT business and downscaled our pre-paid phone card business which is no longer a core activity. This, coupled with increasing margins in our mobile activities, has resulted in a significant increase in our gross margin from 37.7% in the half year to 31st March 2004 to 48.0% in the period under review. In the first half, our mobile business was achieved with just one sales person and much of our IT business derives from a single individual account manager. The loss for the period was £225,053, which compares against £68,227 for the equivalent half year period. We estimate that the one-off and ongoing costs of the admission to AIM, the increased costs of our Board as a public company and the costs of maintaining the listing, will impact our cash flow by approximately £375,000 over the first year following Admission, much of which has already been expended. At 31st March 2005, we had net cash of £238,888. The acquisition of Communications by Glen qualified for merger accounting and the Board has adopted this prudent approach which aggregates the results of Glen and Communications without creating any acquisition goodwill. STRATEGY AND OUTLOOK Our strategy continues to be to develop the breadth and range of IT and communications services that we can deliver to small and medium sized businesses and those working from home, using appropriate technologies, many of which are focussed on Internet Protocol ('IP'). We believe that customers expect to be able to buy converged products and services managed by a single organisation and we are working to deliver innovation in our customer products and packaging to allow us to achieve that capability. Providing a service that 'joins up' the various technologies is our clear objective. Glen sits at the customer end of the market and is therefore developing a sales and sales support organisation, backed up by skills in targeting our marketing efforts. Since Admission to AIM, we have started to build our sales and marketing structures. Following the half year end, we have recruited an experienced Head of Sales, based in Sheffield, and currently have a sales team of seven. We have also doubled the size of our dedicated marketing team. In general terms, we manage the customer relationship and use whatever networks we believe are most suitable for the customer solution that we propose. Our portfolio covers a wide variety of products and services from complex IT systems to a single telephone line. Increasingly, we find customers want mobile solutions and we have developed significant expertise in this area. We were pleased to have been appointed a Business Partner to one of the major UK mobile networks during the half-year to add to the relationships which we have with the other mobile network providers. We are also interested in developing our sales and marketing structure to support specialist software products and related services. During the period, we were appointed resellers for a customer relationship management software product, which we have also successfully deployed internally; and sales agents for a software product designed to trace, and measure accurately, ingredients in food processing and manufacturing. This is a highly topical subject, as legislation requires the food industry to maintain full 'traceability'. We have also completed programming work for an intermediate mortgage lending company with a broker network of over 8,000 independent financial advisors. We are working with this company to develop a range of value added services that can be packaged and offered to their network. Not the least of these services is Voice over IP ('VoIP'), or broadband voice, which allows voice traffic to be carried over a broadband connection. We intend, over time, to develop the capabilities of our sales organisation in further specialised areas. Broadband voice is one of a number of services that we are seeking to host, using a third party data centre, and we now have a small number of live VoIP customers whose voice services are hosted in this way. These customers have been obtained ahead of a commercial service launch and following a successful deployment of VoIP services in-house. Our view is that VoIP will be a radical technology in the telecommunications world, and your Board has decided to place greater emphasis in this area as many analysts believe that as much as 30% to 40% of traditional telecommunications traffic could migrate to VoIP over the next few years. We believe that this makes the opportunity a significant one. VoIP allows calls that stay on a broadband network to be delivered anywhere in the world free of charge. We have concluded arrangements with an independent telecommunications operator to carry, at competitive rates, conventional calls that need to be terminated or originated on the public switched telephone network. The pricing that we have secured allows us to offer, for example, interconnected UK calls at just 1.2 pence per minute daytime plus VAT. We believe that this makes us one of the most competitive providers in the UK focused on the small and medium sized business markets and those that work from home. We have made a great deal of progress since December 2004 and we now intend to expand our activity in the area of broadband voice where, as stated above, we see early mover advantage. I am announcing today that we have raised a further £300,000, before costs, by the issue of 10,000,000 ordinary shares of 1 penny each issued at 3.00 pence per share.. These shares represent 16.67% of our enlarged share capital. The shares have been placed with clients of Seymour Pierce Ellis Limited, our brokers, and application has been made for the new shares to be admitted to AIM with dealings expected to commence on 21st June 2005. The net proceeds will be utilised to market the business, continue to build our sales and sales support organisation and develop our VoIP services, among other things. I joined the Board of Glen just prior to its AIM Admission, and I am impressed with the progress that has been made over a very short period. The foundations of the business have been laid, and your Board is optimistic that there is a market for a single source supplier, a 'one-stop-shop' that can deliver a range of business focused IT and communications services and, importantly, ensure that they all work together as they should. Eric M Hagman CHAIRMAN 20th June 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the six months ended 31st March 2005 6 months to 6 months to 12 months to 31st March 31st March 30th September 2005 2004 2004 £ £ £ TURNOVER 182,421 181,746 373,848 Continuing operations Cost of sales (94,939) (113,167) (243,870) ---------- ---------- ---------- Gross profit 87,482 68,579 129,978 Other operating charges (311,422) (136,857) (333,994) ---------- ---------- ---------- LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (223,940) (68,278) (204,016) Net interest (1,113) 51 (1,033) ---------- ---------- ---------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (225,053) (68,227) (205,049) Tax on loss on ordinary - - - activities ---------- ---------- ---------- RETAINED LOSS FOR THE PERIOD (225,053) (68,227) (205,049) ========== ========== ========== Loss per share (0.45)p (0.14)p (0.41)p ========== ========== ========== There have been no recognised gains or losses attributable to the shareholders other than the loss for the current financial period and accordingly no statement of total recognised gains and losses is shown CONSOLIDATED BALANCE SHEET as at 31st March 2005 31st March 30th September 2004 2005 £ £ FIXED ASSETS Intangible assets 18,977 18,977 Tangible assets 36,704 11,529 ---------- ---------- 55,681 30,506 CURRENT ASSETS Stocks 4,873 8,236 Debtors: amounts falling due 96,232 62,860 within one year Cash at bank 274,842 26 ---------- ---------- CREDITORS Amounts falling due within one year (214,393) (143,788) ---------- ---------- NET CURRENT ASSETS / (LIABILITIES) 161,554 (72,666) ---------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES 217,235 (42,160) CREDITORS Amounts falling due after more than one year (65,000) (101,730) ---------- ---------- 152,235 (143,890) ========== ========== CAPITAL AND RESERVES Called up share capital 500,000 2 Share premium account 771,180 - Merger reserve (101,914) - Other reserves - 648,086 Profit and loss account (1,017,031) (791,978) ---------- ---------- 152,235 (143,890) ========== ========== CONSOLIDATED CASH FLOW STATEMENT for the six months ended 31st March 2005 6 months 6 months 12 months to to to 30th 31st March 31st March September 2005 2004 2004 £ £ £ RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Operating loss from continuing activities (223,940) (68,278) (204,016) Depreciation 6,332 2,830 6,497 Decrease in stock 3,363 1,452 447 Increase in debtors (28,623) (18,928) (14,504) Increase in creditors 41,643 4,000 41,456 ---------- ---------- ---------- Net cash outflow from continuing operating activities (201,225) (78,924) (170,120) RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 5,157 51 110 Interest paid (6,270) - (1,143) ---------- ---------- ---------- Net cash (outflow)/ inflow from returns on (1,113) 51 (1,033) investments and servicing of finance CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of tangible fixed assets (31,507) (1,942) (8,175) Sale of tangible fixed assets - - 698 ---------- ---------- ---------- (31,507) (1,942) (7,477) Net cash outflow from capital expenditure and financial investment FINANCING Issue of shares 750,000 - 55,678 Receipt of bank finance - - 100,000 Repayment of borrowing (10,000) - (5,000) Receipt from/(repayment of) shareholders loans 7,270 76,531 (23,528) Expenses paid in connection with share issue (228,820) - - ---------- ---------- ---------- Net cash inflow/(outflow) from financing 518,450 76,531 127,150 ---------- ---------- ---------- INCREASE / (DECREASE) IN CASH 284,605 (4,284) (51,480) ========== ========== ========== NOTE TO THE CONSOLIDATED CASH FLOW STATEMENT ANALYSIS OF NET FUNDS / (DEBT) At 30th September Cash Flows At 31st March 2004 £ 2005 £ £ Cash 26 274,816 274,842 Bank overdraft (45,743) 9,789 (35,954) ---------- ---------- ---------- (45,717) 284,605 238,888 ---------- ---------- ---------- Debt (127,730) 2,730 (125,000) ---------- ---------- ---------- Net (debt)/funds (173,447) 287,335 113,888 ========== ========== ========== NOTES TO THE INTERIM REPORT 1. Preparation of Interim Report The interim financial information for the six months ended 31st March 2005 was approved by the directors on 20th June 2005. The results shown in this statement are pro-forma, incorporating the results of Glen Communications Limited ('Communications') for the period from 1st October to 14th November 2004 and the consolidated results of Glen Group plc ('Glen') and its subsidiaries ('Group') for the period from 15th November 2004 to 31st March 2005. The comparative figures for the six months ended 31st March 2004 are the actual unaudited results of Communications for that period and the comparatives for the 12 months to 30th September 2004 are extracted from the audited financial statements of Communications. The balance sheet as at 31st March 2005 is the consolidated balance sheet of Group. The comparative consolidated balance sheet at 30th September 2004 is pro-forma and is derived from the audited balance sheet of Communications with the capital structure adjusted to that of Glen with subscriber shares only at the date of incorporation. The merger of Communications and Glen qualified for merger accounting which aggregates the results of Glen and Communications without creating any acquisition goodwill. As a result the negative balance on the profit and loss account shown in the consolidated balance sheets at both 31st March 2005 and 30th September 2004 represents the aggregation of accumulated losses since both companies were incorporated. In the case of Communications, £293,277 of the combined balance arises from periods prior to the commencement of trading as a communications company in February 2002. The interim financial information has been prepared in accordance with relevant accounting standards applied on a consistent basis using accounting policies set out in the 2004 financial statements of Communications and the Placing and Admission to AIM document dated 25th November 2004 in respect of Glen. In addition to those policies the Group has applied a policy on goodwill as noted below. The interim financial information is unaudited but has been reviewed by the auditors and their report is set out on page 9. 2. Goodwill Positive goodwill arising on acquisitions is capitalised, classified as an Intangible Asset on the Balance Sheet and amortised on a straight line basis over its useful economic life, which is estimated at 10 years. It is reviewed for impairment at the end of its first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable. If a subsidiary is subsequently sold, any goodwill arising on acquisition that has not been amortised through the Profit and Loss Account is taken into account in determining the profit or loss on sale. 3. Financial information The financial information set out on pages 4-8 does not constitute full financial statements for the purposes of section 240 of the Companies Act 1985. Comparative figures for the year ended 30th September 2004 are extracted from the full financial statements of Communications, which have been delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified and did not contain a statement under section 237 of the Companies Act 1985. 4. Loss per share The loss per share is based on the loss attributable to the Ordinary Shareholders of £225,053 (30th September 2004 - loss of £205,049) and on the pro-forma weighted average number of Ordinary Shares in issue during the period of 50,000,000 (30th September 2004 - 50,000,000 on a proforma basis). 5. Dividend In view of the deficit on reserves the directors cannot recommend a dividend and the loss for the period has therefore been transferred to reserves. Copies of this interim report are being sent to shareholders and can be obtained from the company's head office at Unit 32/7, Hardengreen Industrial Estate, Dalkeith, Midlothian. EH22 3NX REVIEW REPORT BY THE AUDITORS TO THE MEMBERS OF GLEN GROUP plc Introduction We have been instructed by the company to review the financial information for the six months ended 31st March 2005 which comprise the principal accounting policies, the profit and loss account, the balance sheet, the cash flow statement and the related notes. We have read the other information contained in the interim report which comprises only the Chairman's Statement and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Our responsibilities do not extend to any other information. This report is made solely to the company, in accordance with guidance contained in APB Bulletin 1999/4 'Review of Interim Financial Information'. Our review work has been undertaken so that we might state to the company those matters we are required to state to it in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusion we have formed. Directors' Responsibilities The interim report including the financial information contained therein is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report and ensuring that the accounting policies and presentation applied to the interim figures are consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review Work Performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 'Review of Interim Financial Information' issued by the Auditing Practices Board for use in the United Kingdom. A review consists primarily of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom auditing standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review Conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31st March 2005. GRANT THORNTON UK LLP CHARTERED ACCOUNTANTS Edinburgh 20th June 2005 This information is provided by RNS The company news service from the London Stock Exchange
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