Interim Results

Gresham Computing PLC 18 September 2002 Embargoed until 07.00 18 September 2002 GRESHAM COMPUTING PLC ('Gresham' or the 'Group') Interim Results for the Six Months ended 30 June 2002: Chairman's Statement I am pleased to report the Group's interim results for the six-month period ended 30 June 2002. Comparative figures are for the six months ended 30 June 2001 instead of the six months to 30 April 2001, which were shown in the 2001 interim report due to the change in year-end in 2001 from October to December. Trading conditions throughout the period have remained difficult across all areas of the business. Notwithstanding this, we have continued to invest in the development of the business in line with our strategy. The operating results reflect these factors. The Group's recorded turnover for the period was £6.2 million (2001: £13 million of which £7.8 million was from ongoing operations). The total operating loss was £2.3 million (2001: £0.8 million). After the disposal of SIM Group Limited (see below) profit before taxation for the period was £2.7 million (2001: £1.7 million) with retained profits for the period of £2.3 million (2001: £1.2 million). The resultant basic earnings per share is 4.94 pence (2001: 2.67 pence). Disposal of SIM Group On 15 April 2002 the group completed the disposal of its remaining shares in SIM Group Limited for total estimated proceeds of £7.4 million resulting in a profit on disposal in the period of £4.9 million. The proceeds include an amount of £0.7 million in the form of convertible bonds which are redeemable after 31 July 2003 and a further amount currently anticipated to be £0.5 million, based on the turnover achieved by SIM Group Limited in the year ending 31 October 2002 which is expected to be received from escrow in December 2002. From the date of the disposal of the first tranche of shares on 25 June 2001 until the disposal of the remaining shares on 15 April 2002, financial information relating to SIM Group Limited has been included in Gresham's results as an associate undertaking. The total operating loss for the period to 30 June 2002 includes a £0.4 million loss attributable to the trading activities and goodwill amortisation of SIM Group Limited as an associate (2001: £0.6 million profit as a subsidiary undertaking). The Group's financial position has been strengthened during the period with a net cash position at 30 June 2002 of £5.2 million compared with £0.5 million at 31 December 2001. Strategy As I stated in my report in April, our strategy is to focus on and invest in the three areas of the business that we consider to have significant growth prospects; Finance and Banking Systems, Integration and Storage Management. The Board believes that this strategy has the potential to deliver substantial shareholder returns over the medium and long term. We have continued to make a considerable investment in the restructuring and refocus of the business and, during the last six months, I believe that we have made considerable progress towards our strategic objectives. Finance and Banking Systems Our primary focus in this area is the delivery of the Cable & Wireless Real Time Nostro ('RTN') service to the market. The proposed service has been well received by the market. Detailed discussions are underway with a number of potential clients of the service and we expect commitment from the initial users of RTN during this calendar year. We continue to believe that revenue from RTN will build as the service is rolled out and that RTN will provide the Group with the potential for significant recurring profitable revenue growth in 2003 and beyond. Integration Considerable investment has been made in Casablanca, our flagship integration product, to develop it into a world-class offering. Casablanca rapidly and effectively integrates legacy and open systems without the need for large-scale system redevelopment. The release of Casablanca version 3.2 in September 2002 has moved us considerably closer to our aim of providing near code-free integration. Casablanca is now generating widespread interest, particularly in the Finance and Banking sector where legacy systems predominate. In order to fully develop the market potential of this product we have recently significantly strengthened our Integration team. Storage Management The market for storage products has not improved over the first half of this year. It remains a highly competitive market with price competition being one of the key differentiators. Although the results achieved by our Storage division have been disappointing, our client base of blue chip storage customers is now in excess of 150 users. Our current storage product family, EDT, is a niche offering with a finite number of potential users. We are continuing to invest in expanding the scope and functionality of our range of storage products in order to enhance our offering to the wider storage market. We anticipate bringing our new product set to market in H1 of 2003, which we believe will address a significantly wider market. Outlook Over the past six months considerable progress has been made towards the achievement of the Group's objectives, namely the development and realisation of the long-term growth potential of the business. This has involved considerable ongoing investment and a strategic refocusing of the business into our three core areas. We believe that the potential of these areas will start to be delivered in the coming months and provide the Group with a platform for sustainable growth in 2003 and beyond. The progress of the past few months has only been possible as a result of the enthusiasm, dedication and innovative approach of our staff and I extend my thanks and appreciation to every one of them. Sid Green Chairman -Ends- For further information, please contact: Gresham Computing plc 020 7653 0220 Andrew Walton-Green, Chief Executive Weber Shandwick Square Mile 020 7950 2800 Tim Jackaman Christian Taylor Wilkinson Gresham Computing plc Group Profit and Loss Account For the six months ended 30 June 2002 Six months ended 30 June 2002 Six months ended 30 June 2001 14 months ended 31 December 2001 Before Goodwill Before Goodwill Before Goodwill goodwill amortisation goodwill amortisation goodwill amortisation Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Turnover Continuing operations 2 6,152 6,152 7,845 7,845 18,321 18,321 Discontinued operations 2 - - 5,181 5,181 6,440 6,440 --------- --------- --------- --------- --------- --------- --------- --------- --------- Group turnover 6,152 6,152 13,026 13,026 24,761 24,761 Cost of sales 3,853 3,853 7,338 7,338 13,988 13,988 --------- --------- --------- --------- --------- --------- --------- --------- --------- Gross profit 2,299 2,299 5,688 5,688 10,773 10,773 Administrative expenses- pre-exceptional items 4,178 54 4,232 6,118 346 6,464 12,643 627 13,270 Administrative expenses- exceptional items - - 71 71 260 1,155 1,415 --------- --------- --------- --------- --------- --------- --------- --------- --------- Operating loss (1,879) (54) (1,933) (501) (346) (847) (2,130) (1,782) (3,912) --------- --------- --------- --------- --------- --------- --------- --------- --------- Continuing operations (1,879) (54) (1,933) (1,271) (162) (1,433) (3,034) (1,533) (4,567) Discontinued operations - - 770 (184) 586 904 (249) 655 --------- --------- --------- --------- --------- --------- --------- --------- --------- Share of operating (loss)/profit in associate (340) (56) (396) 12 12 450 (88) 362 --------- --------- --------- --------- --------- --------- --------- --------- --------- Total operating loss: group and share of associate (2,219) (110) (2,329) (489) (346) (835) (1,680) (1,870) (3,550) (Loss)/Profit on disposal of tangible fixed assets (continuing operations) (3) (3) - - 84 - 84 Profit on sale of operations (discontinued operations) 4,902 4,902 2,647 2,647 2,647 - 2,647 --------- --------- --------- --------- --------- --------- --------- --------- --------- 4,899 - 4,899 2,647 - 2,647 2,731 - 2,731 --------- --------- --------- --------- --------- --------- --------- --------- --------- Profit/(loss) on ordinary activities before interest and taxation 2,680 (110) 2,570 2,158 (346) 1,812 1,051 (1,870) (819) Net interest receivable/ payable) 104 104 (137) (137) (154) (154) --------- --------- --------- --------- --------- --------- --------- --------- --------- Profit/(loss) on ordinary activities before taxation 2,784 (110) 2,674 2,021 (346) 1,675 897 (1,870) (973) Taxation on result on ordinary activities 3 371 371 465 465 444 444 --------- --------- --------- --------- --------- --------- --------- --------- --------- Profit/(loss) on ordinary activities after taxation 2,413 (110) 2,303 1,556 (346) 1,210 453 (1,870) (1,417) Dividends - non-equity interests - - 33 33 66 66 --------- --------- --------- --------- --------- --------- --------- --------- --------- Retained profit/ (loss) for the period 2,413 (110) 2,303 1,523 (346) 1,177 387 (1,870) (1,483) ========= ========= ========= ========= ========= ========= ========= ========= ========= Basic earnings per share (pence) 4 4.94 2.67 (3.32) Fully diluted earnings per share (pence) 4 4.87 2.59 (3.32) Gresham Computing plc Group Balance Sheet at 30 June 2002 At 30 June At 30 June At 31 December 2002 2001 2001 £'000 £'000 £'000 Fixed Assets Intangible assets 1,190 2,622 1,274 Tangible assets 1,648 2,162 1,832 Investment in Associate - 2,650 2,865 --------- --------- --------- 2,838 7,434 5,971 --------- --------- --------- Current Assets Debtors 5,251 5,191 4,008 Cash at bank and in hand 5,284 1,811 958 --------- --------- --------- 10,535 7,002 4,966 Creditors: amounts falling due within one year 4,350 5,142 4,146 --------- --------- --------- Net Current Assets 6,185 1,860 820 --------- --------- --------- --------- --------- --------- Total Assets Less Current Liabilities 9,023 9,294 6,791 --------- --------- --------- Creditors: amounts falling due after more than one year 588 949 763 --------- --------- --------- 8,435 8,345 6,028 ========= ========= ========= Capital and reserves Called up share capital 2,349 2,714 2,332 Share premium account 5,699 5,232 5,614 Special reserve 313 313 313 Merger reserve 726 726 726 Profit and loss account (652) (640) (2,957) --------- --------- --------- 8,435 8,345 6,028 ========= ========= ========= Shareholders' funds Equity interests 8,435 7,835 6,028 Non-equity interests - 510 - --------- --------- --------- 8,435 8,345 6,028 ========= ========= ========= Gresham Computing plc Cashflow Statement for the six months ended 30 June 2002 Six months ended 14 months ended 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 Operating loss (1,933) (847) (3,912) Depreciation 288 439 887 Amortisation and provision for impairment in value of intangible assets 84 411 1,903 (Increase)/decrease in debtors (141) (624) 1,150 Increase/(decrease) in creditors 113 921 (876) Foreign exchange movement (9) (32) - --------- --------- --------- Net cash (outflow)/inflow from operating activities (1,598) 268 (848) --------- --------- --------- Returns on investment and servicing of finance Net interest received (paid) 112 (137) (168) Dividends paid to preference shareholders (66) - (132) --------- --------- --------- 46 (137) (300) --------- --------- --------- Taxation paid (27) (81) (144) --------- --------- --------- Capital expenditure and financial investment Payments to acquire tangible fixed assets (140) (137) (477) Receipts from sale of tangible fixed assets 44 27 442 --------- --------- --------- (96) (110) (35) --------- --------- --------- Acquisitions and disposals Sale of subsidiary undertaking 6,220 5,250 5,850 Costs of disposal (3) (255) (434) Net cash disposed of with subsidiary undertaking - (363) (363) --------- --------- --------- 6,217 4,632 5,053 --------- --------- --------- Financing Repayment of long-term loans - (2,500) (2,500) Receipt of short-term loans - - 250 Repayment of short-term loans (250) (284) (219) Repayments of finance leases (68) (144) (216) Net proceeds of shares issued 102 - - --------- --------- --------- Net (outflow) from financing (216) (2,928) (2,685) --------- --------- --------- --------- --------- --------- Increase in cash in the period 4,326 1,644 1,041 ========= ========= ========= GROUP NET FUNDS/(DEBT) Opening net funds/(debt) 513 (3,053) (3,217) Closing net funds 5,157 1,523 513 NOTES TO THE INTERIM ACCOUNTS for the six months ended 30 June 2002 1 The interim accounts have been prepared on the basis of the accounting policies set out in the group's 2001 statutory accounts and are unaudited. The interim financial statements do not constitute statutory accounts within the meaning of section 240 of the companies Act 1985. 2 Turnover and segmental analysis Analysis of turnover by business segment Six months ended 30 June 2002 Six months ended 30 June 2001 Inter- Inter- Segment segment External Segment segment External Turnover Turnover Turnover Turnover Turnover Turnover £'000 £'000 £'000 £'000 £'000 £'000 Solutions 1,518 (18) 1,500 2,318 - 2,318 Specialist contract staff 2,026 (36) 1,990 2,724 (887) 1,837 -------- -------- -------- -------- -------- -------- Enterprise Solutions 3,544 (54) 3,490 5,042 (887) 4,155 Enterprise Software 2,694 (32) 2,662 3,690 - 3,690 -------- -------- -------- -------- -------- -------- Continuing operations 6,238 (86) 6,152 8,732 (887) 7,845 SIM Testing (discontinued) - - - 5,181 - 5,181 -------- -------- -------- -------- -------- -------- 6,238 (86) 6,152 13,913 (887) 13,026 -------- -------- -------- -------- -------- -------- Geographical analysis of turnover by source Six months ended 30 June 2002 Six months ended 30 June 2001 Inter- Inter- segment External segment External Turnover turnover turnover Turnover turnover turnover £'000 £'000 £'000 £'000 £'000 £'000 United Kingdom - continuing operations 4,030 (11) 4,019 5,680 (931) 4,749 United Kingdom - discontinued operations - - - 5,181 - 5,181 North America 1,055 (9) 1,046 2,113 (72) 2,041 Rest of world 1,693 (606) 1,087 1,055 - 1,055 -------- -------- -------- -------- -------- -------- 6,778 (626) 6,152 14,029 (1,003) 13,026 -------- -------- -------- -------- -------- -------- Geographical analysis of turnover by destination Six months ended 30 June 2002 2001 £'000 £'000 United Kingdom - continuing operations 3,876 4,365 United Kingdom - discontinued operations - 5,181 Europe - continuing operations 802 543 Europe - discontinued operations - - North America 702 2,025 Rest of world 772 912 -------- -------- 6,152 13,026 -------- -------- 3 Taxation The taxation charge for the six months ended 30 June 2002 is based on the estimated effective tax rate for the full year, together with the estimated taxation payable in respect of the disposal, net of applicable loss relief. The taxation charge is net of a credit of £104,000 in respect of the associate undertaking for the period prior to its disposal. 4 Earnings per Share Earnings per share has been calculated in accordance with FRS 14 using the following earnings and weighted average shares outstanding: 14 months Six months ended ended 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 Earnings: Basic 2,303 1,177 (1,483) Preference dividends - 33 - ---------- ---------- ---------- Fully diluted earnings 2,303 1,210 (1,483) ---------- ---------- ---------- Weighted average number of shares: Basic weighted average 46,636,479 44,078,778 44,625,110 Potential ordinary shares 688,605 2,563,949 - ---------- ---------- ---------- Fully diluted weighted average 47,325,084 46,642,727 44,625,110 ---------- ---------- ---------- Diluted earnings per share is identical to basic earnings per share for the 14 months ended 31 December 2001 because potential diluting events would have the effect of reducing loss per ordinary share 5 Reconciliation of shareholders' funds 14 months Six months ended ended 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 Profit/(loss) for the period 2,303 1,210 (1,417) Exchange difference on retranslation of net assets of subsidiary undertakings 2 (25) (2) -------- -------- -------- Total recognised gains and losses 2,305 1,185 (1,419) Dividends - (33) (66) Shares issued 102 - - -------- -------- -------- Total movements during the year 2,407 1,152 (1,485) Opening shareholders' funds 6,028 7,193 7,513 -------- -------- -------- Closing shareholders funds 8,435 8,345 6,028 ======== ======== ======== 6 Discontinued Operations Discontinued operations comprise the activities of the SIM Group prior to the group's disposal of a first tranche of shares of 50.01% of the issued share capital of SIM Group on 25 June 2001. The group's share of the results of SIM Group subsequent to that date until the disposal of the group's remaining shares in SIM Group which was completed on 15 April 2002 are accounted for as an associate undertaking. The profit on disposal of SIM in the six months ended 30 June 2001 and 14 months ended 31 December 2001 included deferred proceeds of £600,000 which was dependant on the performance of SIM Group and was received on 24 December 2001. The profit on disposal of SIM Group for the six months ended 30 June 2002 includes estimated net proceeds of £487,000 which are dependent on the turnover achieved by the SIM Group in the 12 months ending 31 October 2002 which is expected to be received by 31 December 2002 and £692,000 of interest bearing convertible bonds which are redeemable after 1 August 2003 7 An interim report will be sent to all shareholders by 30 September 2002 and will be available to all members of the public during normal business hours at the company's registered office: Sopwith House, Brook Avenue, Warsash, Southampton, SO31 9ZA. This information is provided by RNS The company news service from the London Stock Exchange
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