Final Results

Conchango PLC 01 April 2008 Conchango plc ('Conchango' or 'the Company') Preliminary announcement of results for the year ended 31 December 2007 Conchango plc is pleased to announce its preliminary results for 2007. Chairman's Statement Review The Group continued to trade as an investment company throughout 2007 with a profit before tax of £156,000. Acquisition The Board is pleased to have completed the reverse takeover of Conchango plc on 15 January 2008, for a consideration of £30m. On the same day Harrier Group plc changed its name to Conchango plc and was admitted to AIM. The Board were particularly impressed by Conchango's: Management Team; the team had successfully grown the business organically for 16 years. During that period the team had shown their strength in dealing with the market difficulties of 2001 and 2002, and then pursuing a long term strategy for growth. Track Record; Conchango has an excellent track record for delivering complex and innovative technology projects to large organizations. In a market where project delivery can be problematic, Conchango have a great success rate and reputation. Client Base; Conchango work with some of the largest companies in the world. Their focus on the Retail, Financial Services, Energy and Media markets has proved to be very successful. These large organizations, although very demanding, are an excellent source of repeat business. Market Sector; Conchango work in one of the most exciting areas of new technology, the development of large transactional web sites. The sector has strong growth potential as organizations look to the web channel to increase sales and reduce cost. Growth Plans; Conchango plans to grow both organically and by acquisition. The market listing will facilitate this growth by providing access to capital for targeted acquisitions in the UK. Conchango's trading results for the year ended 31 December 2007 and 2006 are set out in note 13 to the accounts. On turnover of £38m, Conchango delivered pre-tax profits of £2.8m, an increase of 43% on its previous year's results. Current trading and outlook The Board remains positive about the outlook for 2008 and beyond. We will continue our strategy of focusing on growth in scale and market share in the retail and financial services markets and establishing a presence in the media and entertainment sector. The Board believes that the market for Conchango's services will continue to grow in 2008 assisted by the growth of the digital economy in Europe and the US. The Board also believes that the group is capable of establishing a leadership in this field in the UK and exploiting further opportunities in the US. Board Changes New directors appointed upon completion of the acquisition were: JA Herring (Non-executive) MA Altendorf (Joint Chief Executive) AM Griffin FCA (Finance Director) RJ Poole (Operations Director) RN Thwaite (Joint Chief Executive) DA Alway resigned as a non-executive director on completion of the acquisition. ALR Morton Chairman Further information is available at the Company website, www.conchango.com. Contacts: Conchango plc Richard Thwaite 020 7261 4444 Michael Altendorf 020 7261 4444 Bob Morton 07797 751 457 FinnCap, nominated adviser Geoff Nash 020 7600 1658 Threadneedle Communications Trevor Bass 020 7936 9666 With effect from 1 March 2008 JMFinn Capital Markets Limited conducts business under the trading name of FinnCap Income statement for the year ended 31 December 2007 2007 2006 £000 £000 Administration expenses (128) (143) Operating loss (128) (143) Finance income 284 224 Fees relating to abortive merger - (19) Profit before taxation 156 62 Taxation expense (184) (12) (Loss)/profit for the year (28) 50 (Loss)/earnings per share 2007 2006 (pence) Basic (0.09) 0.16 Diluted (0.09) 0.16 All operations relate to continuing activities. Balance Sheet as at 31 December 2007 Assets Current assets 2007 2006 £000 £000 Trade and other receivables 296 25 Cash and cash equivalents 4,767 4,623 Total assets 5,063 4,648 Equity and liabilities Current liabilities 2007 2006 £000 £000 Trade and other payables 293 22 Current tax liabilities 184 12 Total liabilities 477 34 Capital and reserves 2007 2006 £000 £000 Share capital 315 315 Share premium 91 91 Retained earnings 4,180 4,208 Total equity 4,586 4,614 Total equity and liabilities 5,063 4,648 Statement of changes in equity for the year ended 31 December 2007 Share Share Retained Total Capital Premium Earnings £000 £000 £000 £000 Balance at 1 315 91 4,158 4,564 January 2006 Profit for the - - 50 50 year Balance at 31 315 91 4,208 4,614 December 2006 Loss for the year - - (28) (28) Balance at 31 315 91 4,180 4,586 December 2007 Share capital is the amount subscribed for shares at nominal value. Share premium represents the excess of the amount subscribed for share capital over the nominal value of these shares net of share issue expenses. Retained earnings represent the cumulative profit of the company attributable to the equity shareholders. Cash Flow Statement for the year ended 31 December 2007 Operating activities 2007 2006 £000 £000 Profit before taxation 156 62 Adjustments to reconcile to net cash flows Non-operating movements Finance income (284) (224) Working capital movements Increase in trade and other (271) (20) receivables Increase/(decrease) in trade 271 (14) and other payables Taxation paid (12) - Net cash flows from operating (140) (196) activities Investing activities Interest received 284 224 Net cash flows from investing 284 224 activities Summary Net increase in cash and cash 144 28 equivalents Cash and cash equivalents at 1 4,623 4,595 January Cash and cash equivalents 31 4,767 4,623 December Notes to the preliminary announcement 1. Basis of preparation The principal accounting policies of the company are set out in the company's 2007 annual report and accounts 2. Taxation The major components of income tax expense for the years ended 31 December 2007 and 2006 are: Taxation 2007 2006 £000 £000 Current tax charge 34 12 Adjustment for prior years 150 - Total 184 12 A reconciliation between income tax expense and the product of accounting profit multiplied by the standard rate of corporation tax applicable to company in the UK is as follows: 2007 2006 £000 £000 Profit before taxation 156 62 At the standard small company 31 12 rate of tax in the UK (20%) Adjustments in respect of 150 - previous years Non deductible expenses 3 - Income tax expense 184 12 3. Earnings per share Basic (loss) earnings / per share is calculated by dividing the (loss) / profit for the year by the weighted average number of ordinary shares outstanding. 2007 2006 (Loss) / profit for the year (£000) (28) 50 Weighted average number of shares for 31,529,405 31,529,405 basic EPS Basic (loss) / earnings per share (0.09) 0.16 (pence) Diluted (loss) / earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential shares. The only potential shares relate to the outstanding share options in the company. For a loss making company such potential shares are anti-dilutive as any conversion would reduce the loss per share. Therefore, no adjustment is made to the weighted average number of shares in this case. 2007 2006 (Loss) / profit for the year (£000) (28) 50 Weighted average number of shares 31,529,405 31,529,405 outstanding Conversion of share options - 16,394 Weighted average number of shares for 31,529,405 31,545,799 diluted EPS Diluted (loss) / earnings per share (0.09) 0.16 (pence) Note 5 details the issue of 149,437,060 fully paid new Ordinary 1p shares on 15 January 2008 in relation to the acquisition of Conchango plc. The effect of the new shares on the Basic and Diluted (loss)/ earnings per share is as follows: 2007 2006 (Loss) / profit for the year (£000) (28) 50 Weighted average number of shares at 31 31,529,405 31,529,405 December New shares issued 15 January 2008 149,437,060 149,437,060 Revised number of shares in issue at 15 180,966,465 180,966,485 January 2008 Revised Basic (loss) / earnings per (0.015) 0.028 share (pence) Revised Diluted (loss) / earnings per (0.015) 0.028 share (pence) 4. Share capital Authorised 2007 2006 £000 £000 50,000,000 Ordinary shares of 1p each 500 50 Allotted, issued and fully paid Number £000 At 1 January 2006, 31 December 2006 31,529,405 315 and 31 December 2007 Note 5 details the issue of 149,437,060 new ordinary shares of 1p relating to the acquisition of Conchango plc and for cash on 15 January 2008. After these new issues, the allotted, issued and fully-paid share capital was 180,966,465 shares with a nominal value of £1.81m. In addition the share premium account increased by £26.76m due to the issue of the new shares at 18.91p per share. The share premium account of £0.09m at 31 December 2007 increased to £26.85m at 15 January 2008. 5. Post Balance Sheet Events On 15 January 2008 Harrier Group plc acquired the entire share capital of Conchango plc through the issue of 144,352,431 Ordinary Shares at 18.91p plus cash of £1.5m and the issue of a further 5,084,629 ordinary shares via a placing at 18.91p. On the same day Harrier Group plc changed its name to Conchango plc and Conchango plc changed its name to Conchango (Holdings) Limited. Conchango plc was then readmitted to AIM. The estimated costs relating to this acquisition, placing and readmission were £0.74m and the acquisition is expected to generate goodwill of £24.7m due to the fair value of the consideration exceeding the fair value of the assets acquired. The final goodwill amount will be subject to an annual impairment review. The results of Conchango plc prior to its acquisition were as follows: Results for the year ended 31 2007 2006 December * £000 £000 Sales 37,849 32,760 Cost of sales (25,448) (21,948) Gross profit 12,401 10,812 Administration expenses (9,546) (8,902) Other operating income - 63 Operating profit 2,855 1,973 Net finance costs (102) (45) Profit before taxation 2,753 1,928 Taxation (744) (598) Profit after taxation 2,009 1,330 * All numbers are reported under IFRS 6. Publication of accounts The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The income statement, balance sheet at 31 December 2007, statement of changes in equity, cash flow statement and associated notes have been extracted from the Company's 2007 statutory financial statements upon which the auditors opinion is unqualified and which do not include any statement under section 237 of the Companies Act 1985. Those financial statements have not been delivered to the registrar of companies. Report and accounts for the financial period ended 31 December 2007 will be sent to Shareholders with details of the annual general meeting in due course. Copies will also be available from the Company's website (www.conchango.com). This information is provided by RNS The company news service from the London Stock Exchange
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