Final Results

Torex Retail PLC 21 February 2005 21 February 2005 Torex Retail plc Maiden Preliminary Results for the period ended 31 December 2004 Torex Retail plc, the UK market leader in Retail IT Solutions, today announces its maiden preliminary results. Financial Highlights • Pro forma* operating profit increased by 55% to £12.5 million (2003: £8.1 million) • Pro forma* profit before tax up 65% to £11.3 million (2003: £6.8 million) • Pro forma* adjusted EPS up 72% to 5.0 pence • Strong operating cashflow representing 128% of operating profit • Recommended final dividend of 0.58 pence per ordinary share making a total for the period of 0.68 pence • New business model drives higher margins and profitability from increased software sales • Sales, profits, cash and EPS all ahead of expectations Business Highlights • Strong start to 2005 • Software and service revenues increased by 23% • Management team strengthened • Technological innovation at forefront of growth • Integration of former Alphameric Retail Division well ahead of schedule • Excellent visibility of revenues gives confidence for 2005 Since period end: • £2.1 million acquisition of Flexiline Forecourt Services Limited strengthens service offering within the UK petroleum and convenience market Rob Loosemore, Chairman, said: 'Torex Retail has had an outstanding first year as a public company. We have doubled in size to develop the business into the absolute U.K market leader for retail systems. In addition, our commitment to lead with technology and innovation will ensure we continue to maximise our unique position as market leader. The recent strengthening of the management team means that Torex Retail is well placed to absorb and manage our growth expectations for 2005 and beyond. The platform and momentum for growth is now firmly established and coupled with strong current trading I look forward to 2005 with a very high level of confidence.' * Details of the basis of calculating the pro forma information are shown in the Financial Review. The pro forma operating profit, profit before tax and adjusted EPS are all before charging exceptional items and amortisation of goodwill. - ends - For further information: Torex Retail plc Citigate Dewe Rogerson Rob Loosemore, Chairman Ginny Pulbrook / Seb Hoyle / Richard Thompson, Finance Director Freida Moore Telephone: +44 (0) 870 050 9900 Telephone: +44 (0) 20 7638 9571 Chairman's Statement Trading results I am delighted to present our first set of preliminary results since the admission of the Company to AIM on 2 March 2004. The Group has made excellent progress during the period to 31 December 2004, delivering outstanding financial results and at the same time significantly advancing the strategic development of your business. I am particularly pleased to report that following the acquisition of Alphameric's Retail Division the Group is now the UK market leader for retail IT systems. In addition, we have established a strong management team and are now extremely well positioned to achieve rapid growth and aggressively pursue our overall objective of maximising shareholder value by establishing Torex Retail as the leading independent solutions provider to the international retail IT market. The reported results represent the trading of the Group for the eleven months since the Company's incorporation on 4 February 2004. These show turnover of £67.9 million and operating profit before amortisation of goodwill and exceptional items of £12.7 million. In order to provide a better understanding of our trading results we have prepared pro forma information (a summary of which is set out below and a complete statement is included in the Financial Review). This shows the results for the Group as if it had been trading in its current form for a full twelve month period, with the exception that the KPOS and Alphameric businesses acquired during 2004 are included from their dates of acquisition. Pro forma twelve months Pro forma twelve months ended 31 December 2004* ended 31 December 2003* (unaudited) (unaudited) £'000 £'000 Turnover 71,760 67,559 Operating profit * 12,508 8,064 Profit on ordinary activities before taxation 7,530 3,873 Earnings per share basic 2.7p 1.0p Earnings per share diluted 2.6p 1.0p * Full details of the basis of calculating the pro forma information are shown in the Financial Review. Operating profit is before charging exceptional items and goodwill amortisation. I am delighted to report that pro forma operating profit increased by 55% to £12.5m. This excellent performance is due mainly to very strong operating margins, which reflect the success of our business model to focus on software and services revenues rather than lower margin hardware business, combined with a very tight control over costs. It is a great credit to our business that our operating margins are amongst the highest in our industry and give evidence of the high operational efficiency of the Group. Pro forma basic EPS increased by a very impressive 170% to 2.7 pence. Operating cash inflow represented 128% of operating profit reflecting strong working capital management. Net debt was only £18.8 million at 31 December compared to £15.3 million at the interim stage not withstanding the additional £7 million loan taken on in the second half to fund the acquisition of the Alphameric Retail Division. Management and staff During the year we have successfully established an enviable team at plc board level and, in depth, throughout the executive of the Company. Headed by myself, the plc executive team of Chris Moore, Richard Thompson, Mark Pearman, Juergen Heck and Nigel Horn represent a first rate team with a proven track record of effectively managing profitable growth. Complimented by our non-executives Geoffrey Forster and David Hallett they make up the full board, which I am proud to be a member of. The wider executive team is rich in talent, dedicated and immensely motivated to achieving our goals. I would like to pay tribute to the staff of Torex Retail, who have all contributed to this first set of excellent results. The Group employed over 1,100 people at 31 December and on behalf of the Board I would like to thank them all for their valuable and much appreciated contribution. Strategy The Group's strategy is based around the continued development of modern and innovative products, which can be sold to new customers and throughout the Group's blue chip customer base. Our market leading LUCAS electronic point of sale ('EPoS') product provides a platform for a suite of integrated store management solutions including loss prevention, labour scheduling, time and attendance and customer counting. In addition the recent Alphameric Retail Division acquisition has enhanced our strong in-store product offering with best of breed head office and business intelligence solutions. These act as good entry points to new customers for our EPoS products, as well as cross selling opportunities to our existing base. The Group's focus on the sale of our own intellectual property rights ('IPR') software, together with related services, continues to prove successful both in terms of improved operating margins and also new contract wins. The Group's leading IPR product portfolio and commitment to modern technologies is a key differentiator in securing new business in the competitive retail systems market. The Group is working with both the latest JAVA and Microsoft .NET technologies and has nearly 300 people committed to product development activity. This significant investment ensures that we remain at the forefront of innovation in retail systems and so provide our customers with real business benefits. The strength of our product portfolio means that there are significant opportunities for us to develop our business in new markets. This is reinforced by the international activities of many of our customers, who are looking to implement common systems across their multi-national estates. We are currently rolling out systems to a number of customers on a global basis, such as Mont Blanc, ESPRIT and Deichman and our work on these projects has identified a number of very exciting new market opportunities. In 2005 we will focus on increasing our penetration into the USA and South East Asia in particular. Whilst we are confident of continued new business success, the sales cycle for large scale retail systems can be lengthy. Therefore, in addition to our drive for organic growth we will continue to look for suitable acquisitions to accelerate the overall growth of the Group by expanding our customer base, enhancing our product and service offering and entering new geographic markets. Current trading and outlook We are delighted with our preliminary results, which represent excellent progress during the period both in terms of financial performance and strategic development. We are pleased to report that trading in the current period to date has continued to exceed our expectations as the integration of the Alphameric Retail Division is well ahead of schedule. We will continue to integrate our activities in the future as rapidly as possible, therefore maximising economies of scale whilst providing a well established platform for continued growth both organically and by acquisition. The combination of innovation, technology, customer base, geographic coverage and market leadership places us in a unique position to capitalise on the immense opportunities arising from the improving market conditions. Dividends It is the Board's intention to ensure that shareholders benefit from the success of the Group with a progressive dividend policy, whilst also balancing this with the continuing investment needed to increase earnings. Consequently the Board recommends a final dividend of 0.58 pence per ordinary share making a total for the period of 0.68p. Subject to approval by the shareholders, the final dividend will be paid on 20 May 2005 to shareholders on the register at the close of business on 22 April 2005. Rob Loosemore Chairman 21 February 2005 Business Review Operations Our Store Management Solutions ('SMS') business has made excellent progress during the period in both the UK and Germany. We have continued to experience strong new sales success for LUCAS, the Group's market leading JAVA based EPoS solution, with a number of significant contracts from major retailers including Breuninger, Tedi ,Otto, ESPRIT, Sport Scheck, Heinrich Heine and Mont Blanc. In addition work is underway with a major international lingerie chain to explore the possibility of rolling LUCAS out across their worldwide estate in some 30 countries. LUCAS, launched at the end of 2000, has approximately 8,000 till installations across Europe and North America. This is a very impressive achievement for a new product and demonstrates not only the strong market demand for this innovative solution but also provides an unrivalled installed reference base for future sales. In 2005 we will begin with rolling out LUCAS in the UK for Deichmann, the international shoe retailer. The UK business also achieved notable EPoS wins with our Visual software product. Following a successful pilot of 30 stores, the Co-operative Group Pharmacy have contracted to rollout the solution to their chain of 300 stores nationwide. The renewal of a £7 million contract with WH Smith Travel Retail to provide full IT outsourcing services was a key contract for the business. The contract runs until 2007 and represents a significant renewal for Torex Retail and follows the successful provision of this service to WH Smith Travel Retail over the past four years. This win demonstrates our continued ability to retain high profile blue chip business customers. Operationally, SMS was involved in large rollouts for Matalan, Kaufland, Ipswich and Norwich Co-operative Society and Toom, a German DIY business. The Matalan roll out featured the first implementation in the world of a new LINUX based IBM operating system for retailers, and we are very proud to have received a prestigious IBM Solution Provider Excellence award for our work on this account. In North America LUCAS was successfully rolled out into 45 Montblanc stores and fully integrated into the customer's Swiss head office SAP system. The second half of the year also included a number of estate wide implementations for Chip and PIN solutions. The relatively slow take-up by retailers of Chip and PIN is well documented but we expect a significant increase in Chip and PIN business in the first half of 2005. SMS achieved notable success with Big Food Group, implementing our staff scheduling software solution across their estate of 950 Booker and Iceland stores throughout the UK. In addition, the recently acquired Business Intelligence business signed a sizeable three year contract with a leading US ladies fashion retailer to supply Smartdecision, our leading edge merchandise planning and decision support product. This contract underlines the significant potential for Smartdecision in the US market where, given the huge demographic and climate variations, the requirement for range planning at the store level is great and can provide a very attractive return on investment to retailers through increased shelf availability and reduced mark downs. Our Petroleum and Convenience ('P&C') division has continued to grow during 2004 enjoying a record year for both order intake for its Iridium and Prism EPoS solution and for the number of installations, which increased by 25% to 842. This reinforced our position as the leading supplier of systems to independent petroleum retailers in the UK. Product strategy We believe that technological innovation is critical to our success as a leader in the retail IT systems market. It is only through utilising modern technology that we can provide retailers with scaleable systems that provide low total cost of ownership and a quick demonstrable return on investment. To underpin our commitment to modern technology and continued innovation we have nearly 25% of staff involved in product development or related technical areas. LUCAS is our strategic EPoS solution. It was designed with the vision of meeting the requirements of international retailers who want to exploit the benefits of running common systems across their multi-national estate. To achieve this it is based on JAVA technology which provides a tremendously scaleable system which is independent of the underlying hardware, operating systems and database. Developed in 1999 and 2000 LUCAS has no legacy code and is designed to take full advantage of the processing capabilities of modern hardware and databases. In addition LUCAS has been designed using the internationally accepted ARTS data model which greatly speeds up the development of new functionality and the adoption of the product in new markets. As a balance to our adoption of JAVA as our principal EPoS technology, our head office systems have been developed using the latest Microsoft .NET technology. This not only uses both technologies to exploit their respective strengths but also allows us from a marketing and partner perspective to leverage relationships with all the major IT companies throughout the world. Major product development projects completed during the period include the continued enhancement of LUCAS together with the localisation work required to introduce LUCAS to the UK and North American markets. We are now working on projects to integrate LUCAS seamlessly with our newly acquired merchandise management products, Retail Star, NOVA and DARWIN. In addition we have successfully developed a self scanning terminal to allow customers to serve themselves in an international apparel retailer and this product is now being run on an extended pilot in the retailers' stores. A new fully internet enabled version of our successful LORD loss prevention product has also been released in 2004. We are also undertaking a major expansion of the functionality of our best of breed, merchandise planning product, Smartdecision. With this project we are working very closely with a major US fashion and apparel retailer to ensure that the product exactly meets a retailers requirements. In P&C we are implementing petroleum functionality into LUCAS to provide a highly scaleable and centrally managed EPoS solution to target the large multi-national petroleum retailers. Sales and Marketing 2004 has seen a significant investment to refocus Torex Retail from a business model which prioritised customer retention to one that in addition aggressively seeks new business. A key part of the strategy of the newly independent Torex Retail is to shed its image as 'one of the best kept secrets in retail IT' and substantially raise the profile of the business as a supplier of a comprehensive range of innovative and market leading retail management solutions. As part of this process new corporate branding, including a new website (www.torexretail.com), has been introduced and all of our activities across Europe now trade under the Torex Retail brand. In addition, the Group has appointed a number of experienced sales executives to drive new business, particularly in the UK market. The benefit of this investment is evidenced by the new contract wins in 2004 and a strong sales pipeline for 2005, supplemented by an excellent prospect list. A further route to market is via partners, and during 2004 much greater emphasis has been placed upon building relationships with these third parties. In particular Torex Retail has been appointed an IBM Premier Business Partner. This is IBM's highest category of partner and there are only two other similar status partners in the UK retail IT market. We are also in discussions with a number of potential distributors and other third parties to help us introduce our leading IPR software products into new geographic markets. We are confident that working more closely with partners going forward will help us win increased levels of business, particularly amongst larger retailers and in new markets. Business Development During the period we enhanced the SMS business in the UK with two acquisitions. In August we acquired KPOS Computer Systems Limited ('KPOS') a long standing supplier of IT systems to the UK retail market with an outstanding reputation for customer service. The acquisition of KPOS creates significant cross selling opportunities to the expanded customer base and increases our channel to the UK market. Integration benefits have been realised in 2004 and new areas of synergy will be achieved during the coming year. In November we acquired Pennine Retail Systems (Holdings) Limited ('Alphameric Retail Division'), which established Torex Retail as the market leader in the UK for retail IT systems. Going forward, the increased critical mass of our business provides us with much greater leverage when negotiating contracts, and the enlarged product portfolio, including merchandise management and business intelligence systems strengthens our offering as a 'one stop shop' for retailer's IT solutions. The acquisition also provides the opportunity for strong organic growth by cross selling the enhanced product portfolio within the combined customer base and gives customers the confidence that they are buying from the marker leader. The integration of the business is already well underway and ahead of schedule. The management team is now in place and manning levels are currently being assessed in other areas of the business. Annualised cost savings of £3.3 million have been identified. In September the remaining 30.2% of the German Logware business was acquired. Logware produces LUCAS, which is the basis of the product offering that the Group is successfully marketing and rolling out across Europe and North America. Following the period end, the Group acquired Flexiline Forecourt Services Limited ('Flexiline'). The acquisition will be integrated into the P&C business and will give us the ability to provide a complete solution for all filling station installation and maintenance services which we believe will be particularly attractive to the major oil companies and large supermarket groups. Chris Moore Chief Executive 21 February 2005 Financial Review Introduction The Company was incorporated on 4 February 2004 as Lynxangel (Holdings) Plc and on the 16 February acquired the Torex Retail Group of companies from iSOFT Group Plc. On the 17 February the Company changed its name to Torex Retail plc and on 2 March the Company's ordinary shares were admitted to trading on AIM. Operating Results The reported results represent the trading of the Group for the eleven months since the Company's incorporation on 4 February 2004. These show turnover of £67.9 million and operating profit before amortisation of goodwill and exceptional items of £12.7 million. However, in order to provide a better understanding of our trading results we have produced pro forma information, shown below. This information shows the results for the Group as if it had been trading in its current form for a full twelve month period. Comparative pro forma information has also been provided for the 12 month period to 31 December 2003. The pro forma information has been prepared on the following basis: • The pro forma results for the twelve months ended 31 December 2004 comprise the actual results of the Group for the eleven month period and the actual January 2004 operating loss of the original Torex Retail Group, on the basis of current accounting policies. They have an assumed tax rate of 30% (after allowing for goodwill amortisation), the same goodwill amortisation charge as the eleven month period and include the results of KPOS and Alphameric Retail Division from their respective dates of acquisition. • The pro forma results for the year ended 31 December 2003 comprise the actual results for the period, on the basis of current accounting policies. The results include the same plc board, interest and goodwill amortisation charges as for the year ended 31 December 2004. Tax has been calculated on the same basis as above. • The pro forma EPS are based on the weighted average number of shares for the period ended 31 December 2004. Pro forma Profit and Loss account Proforma 12 months Pro forma 12 months ended ended 31 December 2004 31 December 2003 £'000 £'000 Turnover 71,760 67,559 Cost of Sales (23,321) (23,812) Gross Profit 48,439 43,747 Gross margin 67.5% 64.8% Overheads (35,931) (35,683) Operating Profit* 12,508 8,064 Return on sales 17.4% 11.9% Interest (1,253) (1,253) Profit on ordinary activities before tax* 11,255 6,811 Exceptional items (787) - Goodwill amortisation (2,938) (2,938) Profit on ordinary activities before tax 7,530 3,873 Pro forma earnings per share Basic 2.7p 1.0p Diluted 2.6p 1.0p Adjusted basic* 5.0p 2.9p * Pre exceptional items and goodwill amortisation The Group has achieved improved gross margins in all major areas of the business. This has arisen primarily from an increase in sales of higher margin software products which have increased to 20% of total sales (2003: 17%). Similarly there has been a reduction in lower margin hardware sales from 38% in 2003 to 33% in 2004. A tight control has been maintained on overheads throughout the year and in addition, the full effect of cost saving exercises completed in 2003 has been recognised in 2004. This is not fully visible in the above figures due to the overhead costs of the acquired businesses. The total overhead cost for 2004, excluding KPOS and Alphameric Retail Division, is £32.8 million. Pro forma operating profit before tax, goodwill amortisation and exceptional items was £12.5 million (2003: £8.1 million) an increase of 55%, driven by strong growth in the SMS business. The former KPOS and Alphameric Retail Division businesses contributed £1.2 million in the period. Exceptional Items and Goodwill amortisation An exceptional charge of £787,000 has been incurred in the period. Of this £545,000 represents a charge required under UITF Abstract 17 to reflect the fair value of share options vested in an Employee Share Scheme and £242,000 relates to redundancy costs incurred as acquired businesses were restructured. A £2.9 million charge for the amortisation of goodwill has been made during the period, of which £0.2 million related to goodwill generated on the acquisitions of KPOS and the Alphameric Retail Division. Tax The overall tax charge on ordinary activities was 36%. This is in excess of the standard rate. This is principally due to goodwill amortisation which is not allowed for UK tax purposes and higher overseas tax rates, which are partially offset by a tax credit on the £2.4 million redemption premium on the loan notes issued as part of the consideration for the acquisition of the Torex Retail Group from iSOFT plc. Earnings per share Basic pro forma earnings per share was 2.7 pence up 170% on the prior period (2003: 1.0 pence). Balance sheet The balance sheet as at 31 December 2004 shows net assets of £72.6 million, including goodwill of £78.2 million, after the current period's charge for amortisation. Goodwill is being written off over twenty years and arises from the acquisitions detailed below. During the 11 months to December 2004, the Group has experienced strong cash inflows from operating activities, generating £11.5 million of cash (128% of operating profit). Net debt at the year end was £18.8 million. Acquisitions The acquisition of the Torex Retail Group was completed on 16 February 2004 for a total consideration of £62.9 million which comprised of £46.3 million in cash, £14.2 million in loan notes and £2.4 million in redemption premium on the loan notes. Other acquisitions made during the period comprised: • KPOS Computer Systems Limited ('KPOS') was acquired on 9 August 2004 for a consideration of £8.7 million comprising £4.9 million in cash and £3.8 million in shares; • On 6 September the remaining 30.2% stake in Logware Information Systems Gmbh was acquired, making it a wholly owned subsidiary of the Group. The consideration was fully satisfied by shares in the Company, with a value of £3.8 million; and • Pennine Retail Systems (Holdings) Limited (a company comprising the Alphameric Retail Division) was acquired from Alphameric Plc on 29 November 2004 for an initial consideration of £15 million. A further £15 million may be payable dependant upon the financial performance of the acquired business during the period to 31 December 2005. The initial consideration comprised £10 million in cash and £5 million in shares On 19 January 2005 Flexiline was acquired for a consideration of £2.1 million, which was satisfied by the payment of £1.05 million in cash and the balance in shares. Richard Thompson Group Finance Director 21 February 2005 Group profit and loss account Note 11 months ended 31 December 2004 £'000 Turnover Continuing operations 67,935 Cost of sales (22,022) Gross profit 45,913 Administrative expenses (33,224) Operating profit before goodwill amortisation and exceptional items Continuing operations 12,689 Exceptional items 2 (787) Goodwill amortisation (2,938) Operating profit Continuing operations 8,964 Net interest payable 3 (1,253) Profit on ordinary activities before taxation 7,711 Taxation on ordinary activities 4 (2,813) Profit on ordinary activities after taxation 4,898 Minority interest (226) Dividends 5 (1,226) Retained profit 3,446 Earnings per 1p ordinary share before goodwill amortisation and exceptional items 5.3p Basic earnings per 1p ordinary share 3.0p Fully diluted earnings per 1p ordinary share 2.9p Group balance sheet Note 31 December 2004 £'000 Fixed assets Intangible assets 7 78,218 Tangible assets 2,944 81,162 Current assets Stocks 8,728 Debtors 8 31,785 Cash at bank and in hand 9,235 49,748 Creditors: amounts falling due within one year 9 (33,593) Net current assets 16,155 Total assets less current liabilities 97,317 Creditors: amounts falling due after more than one year 10 (24,684) Net assets 72,633 Capital and reserves Called up share capital 1,785 Shares to be issued 5,055 Share premium account 61,586 Other reserve 545 Profit and loss account 3,662 Shareholders' funds - equity 72,633 Group statement of cashflows 11 months ended 31 December 2004 £'000 Net cash inflow from operating activities 11,475 Return on investments and servicing of finance Interest paid (1,179) Interest received 91 Net cash outflow from returns on investments and servicing of finance (1,088) Taxation (1,281) Capital expenditure (477) Acquisitions of businesses Purchase of subsidiary undertakings (80,403) Net cash acquired with subsidiary undertakings 4,374 Deferred consideration payment (724) Net cash outflow from acquisitions of businesses (76,753) Equity dividends paid (167) Net cash outflow before financing (68,291) Financing Issue of ordinary share capital 52,553 Expenses of share issues (2,890) Loan advances 30,100 Loan repayments (2,100) Capital element of finance lease payments (267) Net cash inflow from financing 77,396 Increase in cash 9,105 Reconciliation of net cash flow to movement in net debt Increase in cash in the period 9,105 Cash inflow from increase in debt (28,000) Exchange movement 130 Movement in net debt in the period (18,765) Net debt at 4 February - Net debt at 31 December (18,765) Analysis of net debt At 4 February 2004 Cash flows At 31 December 2004 £'000 £'000 £'000 Cash at bank and in hand - 9,235 9,235 Debt due within one year - (3,600) (3,600) Debt due in more than one year - (24,400) (24,400) - (18,765) (18,765) Net cash inflow from operating activities 11 months ended 31 December 2004 £'000 Operating profit 8,964 Depreciation charges 732 Goodwill amortisation 2,938 Increase in stocks (1,121) Increase in debtors (2,282) Increase in creditors 2,244 11,475 Statement of group total recognised gains and losses 11 months ended 31 December 2004 £'000 Profit for the financial period 3,446 Exchange difference on retranslation of net assets of subsidiary undertakings 216 Total gains for the financial period 3,662 Notes to the financial statements 1. The financial information contained in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. Copies of the directors' report and the audited financial statements for the period ended 31 December 2004 will be posted to shareholders in due course and may be obtained thereafter from the Company's registered office at Telfer House, Range Road, Witney, Oxfordshire OX29 0YN. 2. Exceptional items 11 months ended 31 December 2004 £'000 Restructuring costs 242 Charge in respect of employee share schemes 545 787 3. Interest 11 months ended 31 December 2004 £'000 Bank loan interest (1223) Other interest payable (121) (1,344) Interest receivable 91 (1,253) 4. Tax on profit on ordinary activities 11 months ended 31 December 2004 £'000 United Kingdom corporation tax 2,503 Overseas tax 1,607 United Kingdom deferred tax (1,297) 2,813 5. Dividends 11 months ended 31 December 2004 £'000 Equity - Ordinary shares Interim paid (0.10p per ordinary share) 167 Final proposed (0.58p per ordinary share) 1,059 1,226 6. Earnings per share Earnings per share for the eleven month period ended 31 December 2004 is based on the profit after taxation and minority interests of £4,672,000 divided by the weighted average number of shares during the period, 156,581,594 (basic) and 163,211,209 (diluted) 1p ordinary shares. A reconciliation of the basic and fully diluted number of shares used in the eleven month period ended 31 December 2004 is: Basic weighted average number of shares 156,581,594 Dilutive share options 3,916,744 Shares to be issued 2,712,871 Diluted weighted average number of shares 163,211,209 7. Intangible assets Goodwill 2004 £'000 Acquisition of the Torex Retail Group 58,623 Acquisition of KPOS Computer Systems Limited 7,286 Acquisition of 30.2% minority interest in Logware Information Systems Gmbh 3,655 Acquisition of the Pennine Retail Systems (Holdings) Limited (Alphameric Retail Division) 11,592 81,156 Amortisation (2,938) 78,218 Fair value adjustments have been made to the book value of the assets and liabilities acquired to adjust, where applicable, the carrying value of certain assets and liabilities. These fair values are preliminary and will be further reviewed in 2005. Goodwill is being amortised over twenty years. 8. Debtors 2004 £'000 Trade debtors 19,611 Prepayments and other debtors 8,897 Deferred tax 3,277 31,785 9. Creditors: amounts falling due within one year 2004 £'000 Trade creditors 10,183 Bank loans 3,600 Finance leases 307 Deferred income 7,995 Dividend 1,058 Corporation tax 980 Other taxes and social security 3,458 Other creditors and accruals 6,012 33,593 10. Creditors: amounts falling due after more than one year 2004 £'000 Bank loans 24,400 Finance lease obligations 284 24,684 This information is provided by RNS The company news service from the London Stock Exchange

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