Final Results

Synchronica PLC 12 April 2007 Synchronica plc ("Synchronica" or "the Company") Full year results to 31 December 2006 Synchronica, the mobile e-mail and wireless device management software group, announces its preliminary results for the year to 31 December 2006. Highlights • Synchronica's transformation from services provider to software product provider completed. • Successful completion of £3.5m fund-raising in March 2007, conditional upon EGM approval today. • Synchronica Mobile Gateway push e-mail product gaining traction with operators and device manufacturers; sales contracts signed with tier one customers and partners including Netcom, IXI Inc, T-Mobile Hungary. • Appointment of new CFO, Chief Sales Officer and Chief Technology Officer completes assembly of a senior management team with extensive industry experience, while David Wickham's appointment as Chairman maintained the Company's strong Board. • Software development consolidated around Java platform, bringing it in line with customer requirements and producing significant cost reductions for Synchronica. • Synchronica software won several industry awards, including "Best of Cebit 2006" for Mobile Gateway • Turnover £1.1m (2005; £3.1m), loss before tax £7.0m (2005: £2.8m) Commenting on progress in 2006, Carsten Brinkschulte, CEO of Synchronica, said: "Transitioning Synchronica from a professional services business to a software product provider was difficult but essential. In the past 18 months we have put in place the foundations upon which to build a strong, dynamic business which is well-placed to capitalise on the growing demand for wireless e-mail and device management solutions. Our products are now gaining traction in the market and Synchronica can look to the future with confidence and optimism." Enquiries: Synchronica plc Carsten Brinkschulte, CEO +44 (0) 1892 552 799 +44 (0) 7977 256 406 Angus Dent, CFO +44 (0) 1892 552 760 +44 (0) 7977 256 347 Corfin Communications Ben Hunt, Harry Chathli +44 (0) 20 7929 8989 Seymour Pierce Limited David Newton +44 (0) 20 7107 8000 Operational review Chairman's statement Over the past 15 months Synchronica has undergone a complete transformation of its structures, operations and personnel. The DNA of the group has been changed from top to bottom as a company focused on the provision of professional services has been replaced by one that offers wireless software products appropriate for a world increasingly geared to personal and professional mobility. The transformation has been difficult for shareholders, employees and management alike and has taken longer than was anticipated and the rate of adoption of our software has been lower in 2006 than we expected. Throughout the board has been focused on building a business that offers the prospect of long-term shareholder value by reducing the cost base and maintaining focus on those products which we, and industry analysts, believe will be in most demand. The Board believes that a products-based company, focused on two core offerings, Synchronica Mobile Gateway, which offers push e-mail and synchronisation for the mass market based on industry standards, and Synchronica Mobile Manager, a device management suite featuring over-the-air configuration, update and security, has the potential to provide a scalable business offering long-term recurring revenues with good margins. The previous services model offered none of these features. Following a review of our progress we have focused the company on one development platform, Java, and around two products Synchronica Mobile Gateway and Synchronica Mobile Manager Suite. Both products have been well received in the industry, winning several prestigious awards. Mobile Gateway, under its previous name SyncML Gateway was labelled "Best of Cebit 2006" by industry publication TeleTalk, while also gaining silver and gold Mobile Village awards. Mobile Gateway has proved, so far, to be our best selling product and we believe, supported by the opinion of independent analysts, that it has significant potential for the future. The refocusing of our business on one development platform has allowed us to reduce our operating costs for 2007 and beyond. Our head count has been almost halved and the number of offices reduced from three to two. There have been a number of changes to the Board during 2006, Allan Jonnes our former Chief Finance Officer retired and was replaced by Angus Dent whilst Terry Page the former Chief Operating Officer left to pursue other business interests. I was elected Chairman on 1st June 2006 when John Gunn stepped down but continued as a non-executive director. John has now decided that his other business commitments no longer allow him to dedicate the time he would like to Synchronica and will therefore, regretfully, resign at the forthcoming AGM. I am grateful to John for his work as a Board member and his continuing support. Synchronica has also strengthened its senior management during 2006. In August, Kim Hartlev joined as Chief Technology Officer from Mobilethink, bringing with him a strong track record in the mobile device management industry, while Joachim Gmeinwieser, who joined as managing director of Synchronica's German operations in January became Chief Operating Officer. The arrival of Sascha Beyer as Chief Sales Officer from Pointsec completed a strong, experienced and dynamic senior management team with complementary skill-sets and experience ideally suited to our industry. I would like to take this opportunity to thank the whole team at Synchronica, and I believe we now have a team that is functioning very well, for their dedication and hard work during 2006. I am sure with this commitment we will continue to make progress in 2007. As we have already advised the Stock Market we confidently expect to be able to announce soon an OEM licence for Mobile Gateway with a major hardware manufacturer. This deal will be an important factor in the development of our business in 2007 and this, together with a strong and growing pipeline of sales leads gives us confidence for the future. David Wickham, Non-Executive Chairman 11 April 2007 Strategy During 2006, Synchronica completed the reorganisation of its business model around our two distinct but complementary product lines, Mobile Gateway and Mobile Manager, both of which the company believes have unique features and competitive advantages in the rapidly-expanding but highly competitive wireless mobility sectors. The Company's route to markets for these products is through device manufacturers and wireless network operators who are in turn selling services to enterprises and consumers and to each other. During 2006 Synchronica has recruited a sales team that will service those customers in Europe, the Americas, the Middle East and Africa. In order to serve our target customers better in December 2006 the Company consolidated its technology around a single development platform based on the Java programming language, which will allow Synchronica to support the Unix operating system preferred by network operators and address the entire Smartphone market as well as mass market feature phones. These moves have already begun to bear fruit for Synchronica. Mobile Gateway and Mobile Manager have enjoyed a high level of visibility in the wireless industry and the Company is now covered by major research organisations in the sector, such as IDC, Gartner and Ovum. More significantly (as detailed below) both products are gaining traction in our target markets as the Company has secured live installations with operators and has a strong pipeline of deals with mobile network operators and OEM partners. Commercial progress Mobile Gateway Synchronica Mobile Gateway addresses the growing need in the wireless mass market for an affordable and easy-to-use push e-mail system that will satisfy demand from the consumer and small business market. Although the high end enterprise user has been well catered for by proprietary push e-mail solutions offered by a number of vendors and principally accessed using Smartphones or dedicated e-mail handsets, such devices account for only about 20 per cent of the mobile phones in circulation worldwide. In contrast Mobile Gateway addresses both the Smartphone market and the mass market features phones that account for the other 80 per cent of devices in circulation. Based on industry standards, Mobile Gateway is accessible to small business users and consumers both because it does not involve the high licence fees characterised by many proprietary solutions and does not require the user to download client software onto either their phone or their PC, making set-up easy and quick. Synchronica expects Mobile Gateway to appeal particularly to consumers and small businesses in emerging economies where under-developed wireline infrastructure has left a gap in the market for the mobile phone to play the role of primary e-mail access point for users that in developed economies is more usually occupied by the PC. The Company has deployed its sales resources accordingly to capitalise on this opportunity. Synchronica's approach to a nascent push e-mail mass market that analysts at Forrester expect to grow from 12.3m users in 2005 to 62.7m users in 2008 (which contrasts with 7m users of RIM's BlackBerry solution at the end of 2006) has been validated by a number of encouraging commercial developments in the last 15 months. In May the Company licensed its synchronisation software SyncML Gateway to IXI Mobile Inc., the developer of the Ogo(TM) family of mobile messaging solutions for the mass market. The agreement enables IXI Mobile to offer mobile email and synchronisation for its Ogo devices, brought to market by mobile operators and Internet Service Providers, and already launched in several countries worldwide. This agreement contributed to revenues in the second half of 2006 and is expected to continue to do so in 2007 and 2008. The Company also has live deployments of Mobile Gateway with Netcom in Norway, MTN Nigeria and T-Mobile Hungary. As previously announced, the Company is in the process of securing an OEM agreement for Synchronica Mobile Gateway with a major international hardware manufacturer. These negotiations are expected to be concluded over the coming weeks. However, given the size and complexity of the customer, it is possible that, although a delay is not currently expected, negotiations could extend beyond that time-scale. Mobile Manager The increasing importance to enterprise customers of offering mobility to their workforces has resulted in the distribution of millions of wireless devices that are carrying outside the office information which previously would have been tightly held within premises. This change in working practice presents technology managers and device manufacturers with time-consuming and expensive new challenges, including maintaining and updating software and services on devices and safe-guarding information and data that is often sensitive when a device is stolen or lost. The result is usually high customer care costs. Synchronica's Mobile Manager addresses these concerns with a cost-effective suite of functions that offer an over-the-air firmware update facility, automated hotline, and security features including wipe and lock. Analysts VDC forecast that the device management sector will grow to US $1.5bn in 2008. Synchronica achieved commercial success with Mobile Manager in 2006 with the licensing of the software to a UK wireless network operator, and now has 180 enterprises actively managing their Smartphones using our products, and several more in the pipeline. The Company is also pleased to announce that, in April 2007, it signed a contract with a top four accountancy firm in the UK for the deployment of Mobile Manager. Synchronica believes that this validation of Mobile Manager technology, from a customer for whom the security and integrity of information is critical, should increase the momentum behind the product, Financial review Synchronica's revenues fell from £3.1m in 2005 to £1.1m in 2006 reflecting the Company's changing operational focus. Whilst the majority of revenues in 2005 were generated by Synchronica's legacy professional services business, in 2006 more than 62 per cent of the sales were generated by the Company's products, demonstrating the progress being made by the reformed business. Operating loss amounted to £7.1m (2005 £2.9m) reflecting a non-cash impairment loss, £0.6m, site closure costs, £0.5m, recruitment fees, £0.3m mostly to recruit a new sales team giving a total restructuring cost of £1.5m (of which £1.1m is viewed as being exceptional) incurred in the transformation of the business. The reorganisation of the business is expected to result in cost savings of £1.75m in 2007. Loss before tax was £7.0m compared to a loss of £2.8m in 2005. Basic and diluted losses per ordinary share were 18.3p (2005: 12.7p). The cash balance of the business at 31st March (and therefore before the proceeds of the placing announcement on March 29) was £444,000. Placing The Company announced on March 29 that it had raised £3.5 million before expenses via a placing of 43,750,000 new Ordinary Shares of 1p each (the 'Placing') at a price of 8p per share, conditional upon gaining shareholder approval at an Extraordinary General Meeting to be held today, these shares will be admitted to AIM on 16th April 2007. The funds raised will be used for working capital and to accelerate the growth of the Company's core business of developing and delivering mobile synchronisation and device management solutions. Outlook The steps taken to transform Synchronica from a legacy professional services business based on project work into a product-based business have now been completed. While these changes have resulted in falling revenues in 2006 the Board is confident that the strategy, structures, technology, personnel and business model that have been put in place over the past 15 months will offers the Company an opportunity to build a scalable, growing business with recurring revenue streams. Initial commercial activity validates that confidence. Our products have attracted considerable favourable attention in the wireless industry and the agreements and contracts we have already signed are an indication that our target customers regard them as robust, commercially-attractive products that they can sell on to their customers. With the successful completion of the conditional placing, which will be put before an extraordinary general meeting, which has been convened for today, Synchronica will have the resources to handle our growing sales pipeline by expanding and improving our sales team and its support and pre-sales activity as well as continuing to invest in product development. Given the contracts already concluded, such as the software licence to IXI Mobile, the promising and growing pipeline of sales leads and the expected translation of the OEM negotiations with the hardware manufacturer noted above into a substantive contract, the Board believes that Synchronica is well positioned to deliver a return to growth in 2007. Preliminary Results for the Year Ended 31 December 2006 Consolidated Profit and Loss Account Note 2006 2005 £'000 (Unaudited (Unaudited) & Restated) Turnover 1 1,068 3,078 Cost of sales (735) (1,796) Gross profit 333 1,282 Administrative expenses ------------------------------ ----- -------- ---------- - Other administrative expen (6,296) (4,222) - Exceptional items: restructuring and impairment loss 2 (1,128) - (7,424) (4,222) ------------------------------ ----- -------- ---------- Operating loss (7,091) (2,940) Interest receivable and similar inc 189 167 Interest payable and similar charges (49) (1) Loss on ordinary activities before taxation (6,951) (2,774) Tax on loss on ordinary activities 3 296 4 Loss for the year (6,655) (2,770) Basic and diluted loss per ordinary share 4 (18.3)p (12.7)p There are no recognised gains or losses other than those passing through the profit and loss account. Preliminary Results for the Year Ended 31 December 2006 Reconciliation of movements in shareholders' funds 2006 2005 (Unaudited) (Unaudited & Restated) £ '000 £ '000 Loss for the year (6,655) (2,770) New share issues 173 5,334 Expenses of share issue offset against share premium - (288) Capital to be issued released (173) - Capital to be issued - 173 Adjustment for share based payments 86 40 (6,569) 2,489 Opening shareholders' funds 7,582 5,093 Closing shareholders' funds 1,013 7,582 Preliminary Results for the Year Ended 31 December 2006 Consolidated Balance Sheet 2006 2005 (Unaudited) (Unaudited) £ '000 £ '000 Fixed assets Intangible assets 143 862 Tangible assets 147 100 290 962 Current assets Stocks and work in progress 3 19 Debtors 498 888 Cash at bank and in hand 2,086 6,615 2,587 7,522 Creditors: Amounts falling due within one year (1,645) (902) Net current assets 942 6,620 Total assets less current liabilities 1,232 7,582 Provisions for liabilities and charges (219) - Net assets 1,013 7,582 Capital and reserves Called up share capital 364 364 Share premium account 10,066 9,893 Capital to be issued - 173 Profit and loss account (9,417) (2,848) Equity shareholders' funds 1,013 7,582 Preliminary Results for the Year Ended 31 December 2006 Consolidated Cash Flow Statement 2006 2005 (Unaudited) (Unaudited) £ '000 £ '000 Net cash outflow from operating activities 5 (4,779) (3,518) Returns on investments and servicing of finance Interest received 195 156 Interest paid - (1) Foreign exchange losses (49) - Interest element of finance lease rentals (2) (6) 144 149 Taxation UK corporation tax received 300 - Foreign tax paid - (6) 300 (6) Capital expenditure and financial investment Payments for intangible fixed assets - (89) Payments for tangible fixed assets (160) (90) Receipts from sale of tangible fixed assets 6 1 (154) (178) Acquisitions Consideration for subsidiary undertaking (25) (349) Cash flow before financing (4,514) (3,902) Financing Issue of ordinary share capital - 5,334 Expenses of share issue of ordinary share capital - (288) Capital element of finance lease repayments (15) (41) (15) 5,005 (Decrease) / increase in cash (4,529) 1,103 Preliminary Results for the Year Ended 31 December 2006 1. Turnover By Geographical Market 2006 2005 (Unaudited) (Unaudited) £ '000 £ '000 United Kingdom 67 341 European and other foreign markets 647 628 North America 354 2,109 1,068 3,078 2. Operating exceptional items - restructuring and impairment loss The exceptional administrative expenses represent the costs of redundancy (£300,000, 2005: £nil) and onerous contracts (£229,000, 2005: £nil) resulting from the company restructuring in December 2006 and £599,000 (2005: £nil) of impairment losses deducted from intangible assets. 3. Taxation Taxation credit for the year The taxation credit for the year is analysed below: 2006 2005 £ '000 £ '000 (Unaudited) (Unaudited) Current taxation Overseas corporation tax (charge) / credit (4) 2 Research and Development Tax Credit 300 - 296 2 Adjustment in respect of prior years: Overseas corporation tax credit - 2 Current taxation 296 4 4. Loss per ordinary share The loss per ordinary share has been calculated based on the weighted average number of ordinary shares in issue during the year. 2006 2005 (Unaudited) (Unaudited & Restated) Loss for the financial period £(6,655,000) £(2,770,000) Weighted average number of ordinary shares 36,383,766 21,777,390 Basic and diluted loss per ordinary share (18.3)p (12.7)p 5. Reconciliation of Operating Loss to Net Cash Outflow From Operating Activities 2006 2005 £ '000 £ '000 (Unaudited) (Unaudited) & Restated) Operating loss (7,091) (2,940) Amortisation and impairment of intangible assets 744 114 Depreciation of tangible assets 106 98 Loss on sale of tangible fixed assets 1 5 Share options - value of employee services 86 40 Change in stocks 16 10 Change in debtors 390 (194) Change in creditors 969 (651) Net cash outflow from operating activities (4,779) (3,518) 6. Preliminary Statement This preliminary statement was approved by the Board on 11th April 2007; it has been prepared using accounting policies that are consistent with those adopted in the statutory accounts for the year ended 31 December 2005 with the exception that the results reflect the initial adoption of FRS 20 "share-based payment". The cumulative cost of the benefits relating to the previous years has been recognised in the accounts. However, as the corresponding credit is taken to the profit and loss reserve a prior year adjustment is not required. The comparative figures for 2005 have been restated in this respect. The effect of implementing the new accounting policy was to reduce trading profit for the year by £86,000 (2005:£40,000). There is no effect on the reserves of the company. This is the only restated comparative amount in the financial statements for the year ended 31 December 2006. The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 31 December 2006. The statutory accounts for the period ended 31 December 2005 have been delivered to the Registrar of Companies and Received an audit report which was unqualified and did not contain statements under s237 (2) or (3) of the Companies Act 1985. The preliminary statement has been prepared on a going concern basis. The directors have a reasonable expectation that the going concern basis is appropriate on the assumption that the resolutions permitting the completion of the fund raising will be passed at the EGM today 12th April 2007. A copy of this preliminary statement is available from the Company's registered office; Synchronica plc, Mount Pleasant House, Lonsdale Gardens, Tunbridge Wells, Kent , TN1 1NY. A copy of the 2006 Report and Accounts, containing notice of the forthcoming annual general meeting, will be posted to shareholders in May and will also be available from the Company's registered office. This information is provided by RNS The company news service from the London Stock Exchange
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