Interim Results

Synstar PLC 11 June 2001 11 June 2001 SYNSTAR Plc First Stage of Strategic Review Delivered and More to Come Synstar Plc, the pan-European Business Availability and IT services company, today announced interim results in line with expectations for the six months ended 31 March 2001 and good progress on the strategic review. Highlights * Turnover in line and profit slightly ahead of 13 March 2001 trading statement * Ongoing operating profit before goodwill and exceptional items £1.2m (2000: £6.7m) * Ongoing turnover £108.5m (2000: £109.8m) * Positive cashflow of £2.3m after restructuring costs * Order book on ongoing operations up 11% from £214m (30 September 2000) to £238m * New business: in addition to the £50m of contract wins in the first half which we announced in March, there have been further new business gains since the half year including: * Bertelsmann * Ford * 24/Seven * Barco * TrimTec * Completion of the first phase of strategic review by new CEO. This has delivered: * Future year annualised cost savings of c. £6m; * A streamlined customer relationship and new business structure; * Disposal of group's loss-making Italian division Commenting on the results, Steve Vaughan, Chief Executive of Synstar Plc, said: 'There are three messages behind these results. The first is that we have identified the most serious issues facing the group and begun to put them right. Next, that there is already evidence that the strategy is working. And finally that there is more to come. The next phase is to invest in our people and business processes and continue to improve performance for our customers and shareholders. We've made a great start and now we're driving the pace of change.' There will be a presentation for analysts at 09:30 hrs this morning at GCI Financial, 80 Cannon Street, EC4N 6ER. Please call Geoff Callow on 020 7398 0829 if you would like to attend. The presentation slides will be available on our website at www.synstar.com For Further Information: Synstar Plc: 01344 662700 Steve Vaughan / Stephen Gleadle GCI Financial: 020 7398 0819 Roger Leboff / Nick Lambert / Geoff Callow Chairman's Statement The half-year ended 31 March has been a testing time for Synstar. However, during this time the groundwork has been laid to enable the company to move forward strongly. We appointed Steve Vaughan Chief Executive at the start of this year and he has already made a real difference. He is now driving the restructuring of the business to make it into a coherent whole, with each division clearly focused on our customers. He details the strategy he is putting in place in his own statement. I wish to take this opportunity to thank every member of our board, management and staff for their sterling efforts during a difficult period. We are fortunate to work with very talented people. With their help and enthusiasm, our prospects are very much brighter and enable me to look forward to the future with considerable optimism. John Leighfield CBE Chairman 11 June 2001 Chief Executive's Review Introduction I am pleased to present my first review since joining Synstar as Chief Executive in January 2001. Since then I have met very many of our customers, staff and investors. Our discussions have left me in no doubt that, whilst there are challenges ahead, we are well positioned to meet those challenges and deliver improved shareholder value. Market Overview As we indicated in our trading update on 13 March 2001, the six months to March 2001 were difficult for most of the IT market and Synstar has not been immune. The post-millennium hangover lingered and the start of a number of projects for our customers was delayed. As a result, there was a shortfall in revenues and consequently in earnings. Having said this, the second quarter has provided some cause for optimism. Whilst it is important to state that the improvement has not been universal, there have been considerable sales successes. These have allowed us to meet budgeted new business projections for the half-year, albeit skewed towards the end of the period. I can confirm that we have seen this trend continue into the second half. Strategic Review My first task on joining Synstar was to conduct a comprehensive review of the business. This included all functions and activities, as well as each geographical location. This review confirmed the underlying strength of the business. However it was apparent that many of the assets and abilities of Synstar could be better exploited for the advantage of customers and shareholders alike. This is something that I have set out to remedy as a matter of urgency. We simply cannot afford to be content to sell just one service in a single location to each customer. I have therefore set out to reorganise the way in which we work with existing customers and also devise a better way to approach potential new business. Our aim is for our customers to know that they can rely upon us for complete Business Availability support, to trust us to keep their systems and business running. In future, we will focus upon achieving greater penetration of our Blue Chip customer base and winning additional high-profile new customers. This is why we have created Centres of Excellence which will enable us to 'own' and exploit each of our key services lines, appointed a relationship manager to each client and targeted our remaining sales force on winning new customers. Restructuring These changes have required a considerable amount of restructuring. There has been a net reduction of 125 staff and this, together with a general cost cutting exercise, will reduce overheads. The impact of this improvement programme is an exceptional charge of £1.9m, which will be followed by a further charge of approximately £6.6m in the second half, in total a restructuring cost of approximately £8.5m for the full year. The restructuring will bring cost savings during this financial year and more in future years. I have looked in detail at the contribution made by each of our Continental European subsidiaries. Some have been disappointing performers, consuming considerable financial and management resources in recent years. I have set performance targets for every subsidiary, including that each of them will be trading profitably in the next financial year. As a result, we took the difficult but important decision to sell our loss making Italian subsidiary. I expect the sale to free up cash, management time and resources to concentrate on other parts of the business. The sale has resulted in a loss on disposal of £4.5m. Synstar's ability to deliver services across Europe is one of our key strengths and is important to our multi-national customers. We have therefore established a reciprocal agreement with the purchaser in Italy, which will provide continuity for our customers in that region. Service Offerings The increasing complexity of computer systems, coupled with the ever-greater reliance of major companies on their systems, will ensure growing demand for companies such as Synstar to keep systems running and maintain continuity at times of crisis. We are proud that our customer satisfaction levels and retention rates are amongst the highest in the industry. Long-term contracts underpin our business and produce 70% of our revenue stream. These will continue to remain our core business. However, I believe there is considerable opportunity to sell incremental services to many of our existing customers, particularly to our computer maintenance base. In addition, as a result of our investment programme, we now have state-of-the-art Business Recovery centres, with the potential to increase their utilisation rates considerably. Prospects I believe that we have made a good start to a three-year strategic programme, which will see Synstar transformed into a fully pan-European provider of Business Availability. This means we will be able to offer World Class service to our customers, World Class careers to our employees and World Class returns to our investors. The initial restructuring has been largely completed. We now move on to phase 2 which will put additional focus on further developing our service offerings, particularly in business continuity and networking; turning around loss making operations; and enhancing our own internal systems and processes. During this three-year period I expect to return quite rapidly to acceptable financial performance and thereafter begin to fully realise our potential. Leading a lean, focused and talented team, I am quite determined we will succeed. Steve Vaughan Chief Executive 11 June 2001 Financial Review Overview Revenue was in line, and profit was slightly better than our expectations for the first 6 months. Cash has been strongly controlled and, despite the lower profit than last year, a net inflow was generated. On a continuing basis, first half revenue fell by £1.3m to £108.5m. The equivalent period last year was bolstered by the one-off benefits of Y2K related work. On the same basis, operating profit before goodwill amortisation and exceptionals was £1.2m (2000: £6.7m.) This reduction has been caused by the lower turnover, increased leasing and depreciation costs, arising from our previous investment in Business Continuity centres, and some inflation-related increases in the overall cost base. A number of one-off items affected the first half. Following the appointment of Steve Vaughan as Chief Executive on 2 January 2001, the Group undertook a strategic review. This led to a restructuring programme to enable the Group to build on its existing strengths and respond faster and more creatively to the needs of our customers. This restructuring programme, which is focused on the overhead base, has resulted in a net reduction in headcount, together with a small number of key new hires. This programme is expected to generate costs of around £8.5m by the end of the year, which are considered exceptional to the Group's main activities, of which an exceptional charge of £1.9m to operating profit has been made in the results to 31 March 2001. The restructuring programme remains on track to generate ongoing annual benefits in the next financial year of some £6 million, of which a proportion will be re-invested back into the business to drive future growth. Disposal of Italian business On 8 May 2001 the Group disposed of the share capital of Synstar Computer Services SpA (SCS SpA) and its other Italian subsidiaries to Gruppo ATR Srl of Brescia, Italy. As a result, the sales and losses associated with these operations are shown separately as discontinued activities. As at 31 March 2001, the net assets of the Italian subsidiaries have been written down to reflect the diminution in value. The provision for loss on sale of business of £4.5m has been treated as an exceptional item. As part of the transaction, Gruppo ATR Srl will assume responsibility for the overdraft position of SCS SpA. However, £2.1m of this remains subject to an on-going guarantee from Commerzbank, which is itself underwritten by Synstar. Under the terms of the contract Gruppo ATR Srl is obligated to obtain the release of the guarantees within 90 days of the completion date. The Group has also guaranteed that at least £5.8m of the £12.8m outstanding receivable balances is recoverable. Goodwill As required by Financial Reporting Standard 11 (Impairment of Fixed Assets and Goodwill), the board has reviewed the carrying value of goodwill for all of our subsidiaries at the half year. Taking into account the expected cash flows that will be derived from these entities and recent trading performance, it has been decided to write-off the remaining goodwill of Lancare UK Ltd (£10.5m), CT Consulting AG (£1m) and Tecsys (£0.5m) Notwithstanding the above we continue to believe that there are excellent prospects for developing these businesses within Synstar. However this will require further investment and more integration into the core business. Interest & Taxation Net interest payable was £0.3m (2000: £0.4m). The forecast tax charge for the business on ongoing profits for the year is of the order of 38% (2000: 44%). Relief at 13% is also forecast on the exceptional charges in the year. These rates are reflected in the interim accounts as the interim period is regarded as an integral part of the annual period and all corporation tax liabilities are disclosed as such. Earnings per share Basic earnings per share adjusted for exceptional items net of tax and goodwill amortisation has decreased by 2.3p to (0.4p). Cashflow & cash balances Despite the fall in operating profits and restructuring costs during the first six months, net cash flow before financing increased to £2.3m (2000: £0.1m). This is due to reduced levels of capital expenditure (2001: £6.5m; 2000: £9.8m), post the high levels of Business Continuity expenditure last year on the new Business Recovery Centres in Newbury and Brussels and the £3m spent upon acquisitions in 2000. The business was ungeared at 31 March 2001 with net cash balances of £8.6m (31 March 2000: £11.0m; 30 September 2000: £6.1m) It should be noted that the half year and full year cash balances are impacted by the timing of receipt of cash payments from certain large customers. As indicated by the interest charge the Group has an overall overdraft position throughout most of the year. Summary In summary revenue and profit slightly exceeded expectations in the first half and cash inflow remains a strong function of the Group. It is expected that the restructuring programme and the disposal of the Italian subsidiaries will drive strong earnings and cash growth in future periods. Stephen Gleadle Finance Director 11 June 2001 The half-year financial statements have been reviewed by Arthur Andersen Consolidated Profit and Loss Account Restated Before Exceptional (Note 6) exceptional items 6 months 6 months 12 months items (Note 3) to to to 30 31 March 31 March 31 March 31 March September Note 2001 2001 2001 2000 2000 £'000 £'000 £'000 £'000 £'000 Turnover 2 Continuing operations 108,457 - 108,457 109,782 215,161 Discontinued operations 11,797 - 11,797 9,471 20,750 120,254 - 120,254 119,253 235,911 Cost of sales (89,921) (1,009) (90,930) (85,531) (173,712) Gross profit 30,333 (1,009) 29,324 33,722 62,199 Selling and marketing costs (9,078) - (9,078) (7,713) (15,583) Administration expenses (21,352) (12,909) (34,261) (20,407) (40,923) ****************************************************************************** Operating profit (loss) before goodwill Continuing operations 1,226 (1,937) (711) 6,739 8,171 Discontinued operations (963) - (963) (836) (1,810) Total operating profit (loss) before goodwill 263 (1,937) (1,674) 5,903 6,361 Goodwill (360) (11,981) (12,341) (301) (668) ****************************************************************************** Operating profit (loss) Continuing operations 895 (13,918) (13,023) 6,442 7,542 Discontinued operations (992) - (992) (840) (1,849) Total operating (loss) profit 2 (97) (13,918) (14,015) 5,602 5,693 Provision for loss on disposal of subsidiaries 3 - (4,514) (4,514) - - Interest receivable and similar income 134 - 134 119 241 Interest payable and similar charges (423) - (423) (530) (980) (Loss) profit before tax (386) (18,432) (18,818) 5,191 4,954 Taxation 4 (575) 252 (323) (2,416) (4,014) (Loss) profit for the financial period (961) (18,180) (19,141) 2,775 940 Earnings per share 5 Adjusted basic (0.4p) 1.9p 3.1p Basic (11.8p) 1.7p 0.6p Diluted (11.8p) 1.7p 0.6p Adjusted basic earnings per share has been calculated before exceptional charges net of taxation, and goodwill. In the 12 months to 30th September 2000, operating profit includes an exceptional charge of £3.5m as disclosed in note 3. Consolidated Statement of Total Recognised Gains and Losses 6 months to 6 months to 12 months to 31 March 31 March 30 September Note 2001 2000 2000 £'000 £'000 £'000 (Loss) profit for the financial period (19,141) 2,775 940 Currency translation differences on foreign currency net investments 629 (1,653) (1,585) Total recognised gains and losses relating to the period (18,512) 1,122 (645) Consolidated Balance Sheet Restated (Note 6) 31 March 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 Fixed assets Intangible assets - 13,187 13,252 Tangible assets 38,877 40,781 44,768 38,877 53,968 58,020 Current assets Stocks 3,659 7,310 4,274 Debtors 49,207 60,285 65,148 Cash at bank and in hand 12,317 15,544 12,975 65,183 83,139 82,397 Creditors: Amounts falling due within one year (65,177) (77,945) (82,202) Net current assets 6 5,194 195 Total assets less current liabilities 38,883 59,162 58,215 Creditors: Amounts falling due after more than one year - - (820) Net assets 38,883 59,162 57,395 Capital and reserves Called-up share capital 1,625 1,625 1,625 Share premium account 94,578 94,578 94,578 Profit and loss account (57,320) (37,041) (38,808) Total shareholders' funds - all equity 38,883 59,162 57,395 Reconciliation of Movement in Group Shareholders' Funds Restated 6 months to (Note 6) 12 months to 31 March 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 (Loss) profit for the period (19,141) 2,775 940 Currency translation differences 629 (1,653) (1,585) Net (reduction) addition to shareholders' funds (18,512) 1,122 (645) Opening shareholders' funds - as restated 57,395 58,040 58,040 Closing shareholders' funds 38,883 59,162 57,395 Consolidated Cash Flow Statement 6 months to 6 months to 12 months to 31 March 31 March 30 September Notes 2001 2000 2000 £'000 £'000 £'000 Net cash inflow from operating activities 7 10,200 14,241 23,362 Returns on investments and servicing of finance 8 (289) (411) (739) Taxation 8 (1,055) (822) (3,817) Capital expenditure 8 (6,550) (9,814) (20,461) Acquisitions and disposals 8 - (3,049) (3,071) Net cash inflow (outflow) before financing 2,306 145 (4,726) Financing 8 (1,758) (767) (791) Increase (decrease) in cash in the period 9 548 (622) (5,517) Notes to the Interim Financial Statements 1. Preparation of the interim financial statements The interim financial statements have been prepared on the basis of the accounting policies set out in the group's 2000 statutory accounts. The balance sheet at 30 September 2000 and the results for the year ended 30 September 2000 have been abridged from the group's 2000 statutory accounts which have been filed with the Registrar of Companies; the auditor's opinion on those accounts was unqualified and did not include a statement under s237 (2) or (3) of the Companies Act 1985. The interim statement does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. 2. Segmental analysis Restated (Note 6) 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 a. Turnover by destination United Kingdom and Republic of Ireland 67,035 69,900 137,814 France 7,765 8,031 14,968 Germany 13,622 13,162 25,027 Italy 11,862 9,512 20,901 Other European countries 19,970 18,648 37,201 120,254 119,253 235,911 b. Class of business Turnover: Computer Services 98,944 100,002 195,877 Business Continuity 9,513 9,780 19,284 Discontinued operations 11,797 9,471 20,750 120,254 119,253 235,911 Operating profit: Computer Services 1,701 5,605 9,991 Business Continuity 535 2,281 3,841 Central expenditure (1,341) (1,444) (2,790) Exceptional items (13,918) - (3,500) Discontinued operations (992) (840) (1,849) (14,015) 5,602 5,693 Net assets: Computer Services 29,042 39,985 41,665 Business Continuity 4,702 6,862 4,787 Unallocated net assets 4,582 5,541 2,560 Discontinued operations 557 6,774 8,383 38,883 59,162 57,395 c. Geographical segment Turnover: UK and Republic of Ireland 66,707 69,754 137,671 Rest of Europe 41,750 40,028 77,490 Discontinued operations 11,797 9,471 20,750 120,254 119,253 235,911 Operating profit: UK and Republic of Ireland 2,203 5,803 8,933 Rest of Europe 33 2,083 1,399 Central expenditure (1,341) (1,444) (2,790) Exceptional items (13,918) - - Discontinued operations (992) (840) (1,849) (14,015) 5,602 5,693 Net assets: UK and Republic of Ireland 20,475 35,132 34,872 Rest of Europe 13,269 11,715 11,580 Unallocated net assets 4,582 5,541 2,560 Discontinued operations 557 6,774 8,383 38,883 59,162 57,395 In relation to the discontinued operations, the profit and loss includes cost of sales of £10,166,000 (6 months to 31 March 2000 - £8,087,000; year ended 30 September 2000 - £17,831,000), gross profit of £1,631,000 (6 months to 31 March 2000 - £1,384,000; year ended 30 September 2000 - £2,919,000), sales and marketing costs of £932,000 (6 months to 31 March 2000 - £700,000; year ended 30 September 2000 - £1,550,000) and administration expenses of £1,691,000 (6 months to 31 March 2000 - £1,524,000; year ended 30 September 2000 - £3,218,000). Unallocated net assets consist of group cash, taxation payable, and other centrally held or managed assets and liabilities. 3. Exceptional Items 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 Restructuring 1,685 - - Provision for loss on disposal of subsidiaries 4,514 - - Impairment of goodwill 11,981 - - Stock provision - - 3,500 18,180 - 3,500 The group has undertaken a strategic review which has led to a restructuring programme to enable the group to respond faster and more creatively to the needs of customers. This restructuring programme involves both a redundancy and new hiring programme expected to lead to costs of around £8.5m by the end of the year and is considered exceptional to the group's main activities. In the half year accounts, an exceptional charge of £1.9m has been made, relating to costs committed at 31st March 2001. No accrual is made for the balance of restructuring costs as the remaining costs are not committed under the definitions of Financial Reporting Standard 12. The tax effect of the restructuring charge is a credit of £0.3m. On 8th May 2001, the group disposed of the share capital of Synstar Computer Services SpA (SCS Spa) and its other Italian subsidiaries to Gruppo ATR Srl of Brescia, Italy. This has resulted in an exceptional loss on disposal of £4.5m. As part of the transaction, Gruppo ATR Srl will assume responsibility for the overdraft position of SCS SpA. However, £2.1m of this remains subject to an on-going guarantee from Commerzbank, which is itself underwritten by Synstar Holdings Ltd. Under the terms of the contract Gruppo ATR Srl is obligated to obtain the release of the guarantees within 90 days of the completion date. The group has also guaranteed that at least £5.8m of the £12.8m outstanding trade debtor balance is recoverable. The results of the Italian subsidiaries have been disclosed as discontinued activities. The tax effect is £Nil. Due to current trading performance, an impairment review has been conducted of the carrying value of goodwill within the group. Whilst there are excellent prospects for developing the Networking Centre of Excellence as one of the group's core activities, through further investment, the directors believe that the goodwill which can be attributed to the existing Lancare business is permanently impaired. Consequently there has been an exceptional write down in goodwill of £10.5m. In addition, due to the current and historical trading performance in Switzerland and Luxemburg a full write down of the £1m goodwill on CT Consulting AG and £0.5m on Tecsys has also been made. Therefore the total exceptional write down of goodwill in the period is £12m. The tax effect is £Nil. The exceptional charge of £3.5m in the year to 30 September 2000 relates to a change in the method by which stock provisions are calculated by the group. Previously the group had recognised a value for older stock lines relating to customers' legacy systems. However, due to the ongoing pace of technological change and the difficulty of placing value on older little used stock lines, such items were written off. The tax effect is £Nil. 4. Taxation 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 UK Corporation tax - Continuing operations - 1,328 2,227 Overseas tax - Continuing operations 176 992 1,679 - Discontinued operations 147 96 108 323 2,416 4,014 The group tax charge represents the estimated annual effective tax rate applied separately to the adjusted profit on continuing and discontinued ordinary activities, and the estimated annual effective rate applied to the exceptional items. The interim period is regarded as an integral part of the annual period and all tax liabilities are disclosed as such. The tax effect of the exceptional items, included above, is a credit of £0.3m (6 months to 31 March 2000 - £Nil, 12 months to 30 September 2000 - £Nil) 5. Earnings per share Basic earnings per share are calculated in accordance with Financial Reporting Standard 14 Earnings per Share, based on loss after charging tax of £19,141,000 (6 months to 31 March 2000 - profit £2,775,000; year ended 30 September 2000 - profit £940,000) and 162,500,000 (6 months to 31 March 2000 - 162,500,000; year ended 30 September 2000 - 162,500,000) ordinary shares, being the weighted average in issue during the period. Fully diluted earnings per share is the basic earnings per share after allowing for the dilutive effect of options, and in previous periods warrants, in issue. The number of shares used for the fully diluted calculation is 162,674,340 (6 months to 31 March 2000 - 163,412,435; year ended 30 September 2000 - 163,074,658). The adjusted earnings per share information has been calculated before exceptional costs net of taxation, and goodwill. The Directors believe this additional measure provides a better indication of the underlying trends in the business. The calculations of earnings per share are based on the following profits and numbers of shares: 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 (Loss) profit for the period for basic earnings per share (19,141) 2,775 940 Exceptional items 18,432 - 3,500 Tax credit on exceptional items (252) - - Goodwill 360 301 668 (Loss) profit for the period for adjusted earnings per share (601) 3,076 5,108 Weighted average number of shares in issue: For basic earnings per share 162,500 162,500 162,500 Exercise of options and warrants 174 912 575 For fully diluted earnings per share 162,674 163,412 163,075 6. Prior year adjustment Arising from the publication on 22 June 2000 of a new accounting abstract with respect to start-up costs (UITF 24) the group's policy with regard to costs incurred when contracts are taken over from customers was changed on 30th September 2000. While previously certain of these costs were capitalised and written off over the life of the contract, they are now written off as incurred. Accordingly a prior year adjustment of £1,073,000 has been made to the 31st March 2000 results. The effects of the change in policy are summarised below: 31 March 2000 £'000 Balance sheet Tangible assets (126) Other debtors (947) Reduction in net assets (1,073) The change in accounting policy has had no material effect on the profits reported for the six months to 31 March 2001, 12 months to 30 September 2000 and six months to 31 March 2000. The profit and loss account at 31 March 2000 has been restated to appropriately reflect the classification of certain direct payroll costs in line with the profit and loss account at 30 September 2000. 7. Reconciliation of operating (loss) profit to net cash inflow 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 Operating (loss) profit (14,015) 5,602 5,693 Exceptional stock provision - - 3,500 Depreciation charge 8,787 7,825 14,899 Goodwill amortisation 12,341 301 668 Profit on disposal of fixed assets (2) - - Decrease in stocks 238 896 432 Decrease (increase) in debtors 1,530 (281) (5,400) Increase (decrease) in creditors 1,321 (102) 3,570 Net cash inflow from operations 10,200 14,241 23,362 8. Analysis of cash flows 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 Returns on investments and servicing of finance: Interest paid (423) (530) (980) Interest received 134 119 241 (289) (411) (739) Taxation: Net tax paid (1,055) (822) (3,817) Capital expenditure: Purchase of fixed assets (6,584) (9,996) (20,982) Proceeds on sale of fixed assets 34 182 521 (6,550) (9,814) (20,461) Acquisitions: Consideration paid - (2,561) (2,882) Acquisition costs paid - (199) (309) Net cash (debt) balances acquired - (289) 120 - (3,049) (3,071) Financing: Repayment of loans (1,758) (767) (791) 9. Reconciliation of net cashflow to movement in net cash 6 months 6 months 12 months to to 31 March to 31 March 30 September 2001 2000 2000 £'000 £'000 £'000 Net increase (decrease) in cash during period 548 (622) (5,517) Cash outflow from decrease in debt 1,758 767 791 Foreign exchange 114 (500) (514) Movement in net cash in period 2,420 (355) (5,240) Net cash at beginning of period 6,138 11,378 11,378 Net cash at end of period 8,558 11,023 6,138 10. Analysis of net funds (debt) Cash at Overdraft Loans Total bank £'000 £'000 £'000 £'000 At 30 September 2000 12,975 (3,731) (3,106) 6,138 Cashflows (871) 1,419 1,758 2,306 Foreign exchange 213 (99) - 114 At 31 March 2001 12,317 (2,411) (1,348) 8,558 11. Approval of financial statements These financial statements were approved by the Board of Directors on 11 June 2001. 12. Shareholder Information The interim statement is being sent to all shareholders and copies are available to the public from the registered office of the company; Synstar House, 1 Bracknell Beeches, Old Bracknell Lane West, Bracknell, Berkshire, RG12 7QX. The company's registered number is 3416147.

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