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Promethean World Plc (PRW)

  Print      Mail a friend       Annual reports

Wednesday 27 February, 2013

Promethean World Plc

Preliminary Results Year Ending 31 December 2012

RNS Number : 7386Y
Promethean World Plc
27 February 2013
 



27 February 2013

 

Promethean World Plc: Preliminary results for the year ending 31 December 2012

 

·      Continued education budgetary pressures

·      Cost reduction programme delivered

·      Building on our software platform

 

Financial results

 

·      Revenue £157.0m (2011: £222.9m) down 29.6% (down 29.4% on a constant currency basis)

·      Full year operating costs1 down 18.5% to £52.5m(2011: £64.5m). H2 operating costs down 37.5% to £19.8m (H2 2011: £31.8m)

·      Adjusted EBITDA1 £5.1m (2011: £31.1m)

·      Adjusted operating loss2£5.5m (2011: profit £23.4m)

·      Exceptional items (including H1 non-cash goodwill impairment of £140.5m) of £158.4m

·      Pro forma net loss2,3 £3.8m (2011: net income £16.4m)

·      Strong working capital management - inventory £15.4m at 31 December 2012 (£26.2m at 30 June 2012)

·      Net cash £8.0m as at 31 December 2012 (2011: £21.8m)

Business Highlights

·      Active pipeline to broaden range of products and services

Promethean Tablet with ActivEngage software and a new touch display system previewed at BETT 2013

·      Increased focus on software services

Broadening hardware assessment offering using Promethean ActivEngage  

ActivInspire software unbundling to drive recurring maintenance revenues

Licensing deals signed with third party providers of interactive projectors 

Planet for schools rollout commenced for up to 100,000 teachers in Mexico

·      Promethean Planet membership up 28.1% to over 1.5 million members

1 excluding exceptional items, share-based payments, amortisation and depreciation, 2 excluding exceptional items, share-based payments and amortisation of acquired intangible assets,  3 stated on a pro forma basis excluding acquisition related fair value adjustments

 

 

Jim Marshall, Chief Executive Officer, commented: 

"Market conditions, particularly in the US and Europe, were tough throughout 2012 and continue to be so, with education budgets remaining under pressure and increased competition for interactive hardware technology. This is reflected in our results for the year. Against this backdrop, we maintained strong cash management and took rapid action to implement a cost reduction programme and streamline our operations. This programme was delivered within time and beyond expectations. Full year operating costs were down 18.5% and, in the second half, they were down 37.5%. The full benefits of these cost reductions will be felt in 2013. In the second half of 2012, we remained broadly cash neutral whilst undertaking our cost reduction programme. 

"In making these cost reductions, we have protected our core R&D investment in order to maintain our strong record of innovation. Promethean is responding to a rapidly changing market with multiple initiatives to build on our presence as an education solutions provider with a strong position in both hardware and in the applications and infrastructure software arenas. It will take time for the impact of our software initiatives to be felt and 2013 will be a year of transition in this respect.  

"Over time, we believe that governments and school districts will increase the priority they give to learning productivity and, as the evidence of its benefits keeps building, interactive learning technology will become ubiquitous in schools.  For 2013, however, we expect market conditions to remain tough. We will therefore continue managing our business prudently to protect our profitability and cash flows."  

Analyst presentation

 

A briefing to analysts will take place at 08:30 on Wednesday 27 February 2013 at Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, EC2M 5SY. A copy of the presentation slides will be available on the 'Results and Presentations' page in the investor relations section of www.prometheanworld.com.

 

                                                                                                                               

Enquiries 

Promethean World Plc                                                             + 44 (0) 1254 290749

Jim Marshall, Chief Executive Officer

Neil Johnson, Chief Financial Officer                                           

 

Citigate Dewe Rogerson Consultancy                                      + 44 (0) 20 7638 9571 

Anthony Carlisle                                                                        + 44 (0) 7973 611888

 

 

Business Performance

 

£m unless stated

2012

2011


Revenue: as reported

Revenue: constant currency

Adjusted EBITDA1

Adjusted operating (loss)/profit2

(5.5)

23.4

Adjusted operating margin2

(3.5)%

10.5%

Pro forma net (loss)/income2,3

(3.8)

16.4

Pro forma basic earnings per share2,3,4 (p)

(1.90)

8.23

Total dividend per share (p)




4calculated using the weighted average number of ordinary shares per the Basic earnings per share calculation.

 

Results under IFRS

 

£m unless stated

2012

2011



Revenue

157.0

Goodwill impairment - exceptional cost (non-cash)

(140.5)

Operating (loss)/profit

(165.9)

Operating margin

N/a

Net (loss)/income

(159.8)

Basic (loss)/earnings per share (p)

(80.10)




 

Cash flow

 

£m unless stated

2012

2011


Free cash (outflow)/inflow5

(5.3)

18.0

Free cash flow conversion (%)

(104.5)%

57.9%

Net cash as at 31 December

8.0

21.8




 5 defined as Adjusted EBITDA less capital expenditure and changes in working capital excluding exceptional provisions

 

Key metrics

 


2012

2011




Volumes



Interactive display systems

134,367

182,791

Learner response system handsets

581,103

905,529




Average Selling Prices (£)



Interactive display systems

1,036

1,074

Learner response system handsets

30.6

29.4




Promethean Planet (as at 31 December)



Members

1,530,432

1,194,310

Resources

68,335

50,484




 

Operational review  

Austerity measures continue to impact education budgets, particularly in the US, Promethean's major market, and in Europe. Funding for interactive education technology is therefore being squeezed in many countries and, as a consequence, Group revenues for the year were £157.0m, 29.6% below 2011. 

As teachers' salaries and facility costs are relatively fixed in nature, education budgetary pressures have significantly impacted the level of investment in interactive education technology. Competition in the technology market has also increased with the advent of tablet technology, particularly in the US, giving impetus to one-to-one device initiatives in certain districts and schools. This is complementary to Promethean's solutions, since leading tablet devices can work in conjunction with Promethean's interactive display systems and software. However, in the short term, it has impacted the level of available funding for other interactive technology.  

Promethean has reacted to the market conditions by reorganising and streamlining our business, gaining efficiencies and reducing operating costs. Secondly, we have actively introduced products and sales initiatives to highlight our value-for-money proposition and ability to compete across the price range. Thirdly, we have increased our focus on our software strategy.  

We have reduced our operating cost base to improve profitability and to ensure that Promethean can be cash positive in the current market environment. Excluding exceptional items and net of capitalised R&D, our 2012 operating costs were down 18.5% to £52.5m versus £64.5m in 2011 and, in the second half, were down 37.5% at £19.8m compared with £31.8m in 2011. The full benefit of our cost reductions will be realised in 2013.  While making our cost reductions, however, we have protected our core R&D investments to ensure we maintain our strong record of innovation. As part of our reorganisation, we merged the Business & Government activities into our existing North American and International sales regions. 

In 2012, we launched the ActivTable, to extend our portfolio to collaborative learning, providing a 46" multi-touch, multi-user HD LCD interactive table for up to six students simultaneously. This began shipping in H2 2012 with encouraging initial customer reactions and levels of purchase.  

We signed an agreement to roll ActivProgress out to up to 300,000 Mexican students across a number of states. Following the elections, implementation is anticipated to re-start this year, subject to individual States' and central government budget re-approval.  

We launched Planet for Schools, providing a private Promethean Planet community for up to 100,000 teachers in Mexico and are engaged in discussions to provide a similar service to other potential customers.  

The first lesson resources created from our partnership with Houghton Mifflin Harcourt were launched in H2 2012 and the Parent Connection, a new programme to deliver daily Channel One News InterActiv broadcasts shown in the classroom directly to parents' smartphones, was announced during H2 2012 and will launch early in 2013.  

For 2013, we have established a pipeline of equipment and software product launches, which will widen our product portfolio and strengthen our software position. At BETT, this January, we previewed our ActivTablet, which will become our high-end learner response device, using ActivEngage software but with the versatility to run other third party applications, and a new interactive touch board, to enable us to compete more keenly on price in emerging markets. We also recently signed licensing agreements for our award-winning ActivInspire software to selected providers of interactive projectors and an alliance with Microsoft to develop a new suite of solutions to provide a new collaborative classroom-based learning environment. 

Our focus on software is increasing. In their work, teachers prepare lessons and lesson materials, teach, test and assess the tests and give personalised learning. We are automating this work flow, so that teachers can focus on what they like and do best - teaching. In the process, we are enhancing their productivity and we are providing feedback to pupils and parents on a student's progress.  

We are building an ecosystem of solutions to deliver interactive classroom technology, digital interactive content and a personalised learning platform, coupled with the analysis of student data. We are linking this directly with our enterprise level software, to store, aggregate and enable analysis of the data at school, district and country levels, so that educators can gain a true understanding of what works and what doesn't. In North America alone, we estimate that the size of the addressable segment of the K-12 software market is approximately $1.5 billon per annum.  

In parallel, we are using our enterprise level software to provide an online collaborative community platform and central store of teaching assets, standardised and aligned to the curricula in different territories, which teachers can access locally - this is what Planet for Schools does.  

Historically, we have bundled our ActivInspire software with our hardware devices. We are now making it available through licence agreements for use on selected certified non-Promethean devices. Since the year end, we have recently signed the first ActivInspire licensing deals with interactive projector manufacturers, which will enable the software to reach a broader customer base. In future, we will also make transparent the value of the software being bundled with our hardware and move to a practice of providing and charging for maintenance and upgrades. Over time, it will build a recurring maintenance revenue stream.   

Financial overview 

Group revenues for the year were £157.0m, 29.6% below 2011, due to difficult market conditions. North America accounted for 52.7% (2011: 58.2%) of revenues, and saw a fall in revenues of 36.1%. Revenue in our International division was impacted by austerity measures in Europe and the reduced volume of large tenders and was down 20.4% versus 2011. 

Gross margin for the year was 36.7% (2011: 42.9%) and Adjusted EBITDA was £5.1m (2011: £31.1m).  The Group's Adjusted operating result for the year was a loss of £5.5m (2011: profit £23.4m).  

Pro forma net loss was £3.8m (2011: net income of £16.4m). This reduction largely reflects the trading in the year but also includes an increased amortisation charge, excluding the amortisation of acquired intangible assets, of £6.2m (2011: £3.8m) resulting from the higher levels of capitalised research and development costs incurred in recent years. In addition, depreciation charges increased to £4.4m (2011: £3.9m). 

Excluding exceptional items, share-based payments, amortisation & depreciation and net of capitalised R&D costs, operating costs of £52.5m (2011: £64.5m) were 18.5% lower than in 2011. Second half operating costs of £19.8m were 37.5% lower than in the second half of 2011 at £31.8m. The full benefit of our operating cost reductions will be realised in 2013.  

In 2012, the Group has recognised net exceptional costs of £158.4m (2011: £4.7m). Our actions to reduce our operating cost base contributed to a £16.5m exceptional reorganisation charge in 2012. An exceptional trade receivable impairment charge of £3.1m has also been recognised in respect of a specific reseller. 

As at 30 June 2012, the Group re-appraised the carrying values of its assets in view of the current economic conditions and this resulted in the goodwill being fully impaired. The vast majority of this goodwill arose from the 2004 investment by Apax in our business. Consequently, an exceptional non-cash impairment charge of £140.5m was recognised. In December 2012, the Group sold its minority investment in FlatFrog Laboratories A.B. for cash proceeds of £1.7m and this has been recognised as exceptional income in the year.

 

Dividend 

In view of the trading performance, the Board has decided not to propose a final dividend for 2012 and will therefore not be paying a dividend in respect of 2012 (2011: final dividend 1.70 pence per share giving a full year dividend of 2.50 pence per share).  

Strategic vision for education 

Promethean's vision for education is built around understanding how all parts of the education system work and how our solutions provide technology to improve learning productivity. Our vision embraces whole-class learning (providing instruction to a class), collaborative learning (project-based activities), personalised learning (to evaluate and stretch each pupil) and the flexibility to learn anywhere (broaden access to interactive collaborative content and resources). It operates at classroom and school levels and, through our enterprise platform, at school district and country levels.  

We analyse where the system needs to be more effective and our Education Transformation Framework (ETF) takes these insights and provides a step-by-step approach to implement the changes necessary. The ETF shows how to build a locally relevant rapid prototype that demonstrates the solutions have impact and then moves on to replicating this success and building plans to scale the solution and to sustain the impact.

 

In both January 2012 and 2013, Promethean was a platinum sponsor at the Education World Forum (EWF).  Held in London each year it is the biggest meeting of Ministers of Education in the world outside of the United Nations. In January 2013, 85 Government Ministers from around the world attended EWF.

 

Promethean Planet(www.PrometheanPlanet.com)  

Promethean Planet is the world's largest interactive whiteboard community. In 2012, it grew its membership by 28.1% or 336,122, and now has over 1.5 million members across more than 150 countries. Promethean Planet supports the sale of other Promethean products by providing interactive learning content, training and support to users and as well as fostering direct interaction between Promethean and teachers. It has over 68,000 teaching resources, up 35.4% during 2012 and recorded over 4.8 million unique visits (2011: 4.2m) and almost 7.6 million downloads (2011: over 7m), during the year.

Content initiatives 

The availability of lesson resources aligned to curriculum standards is a key factor in increasing the impact of interactive technology on learning outcomes.  In the second half of 2012, interactive lessons for Houghton Mifflin Harcourt (HMH) Maths went on sale in North America, both with the new Maths textbooks (HMH Go Math! ©2012 grades K-6 and HMH On Core Mathematics ©2012 grades 6-11) and as a standalone product. Interactive lessons for HMH Reading (for K-6 based on HMH's Journeys series) were also released in the fourth quarter of 2012. The first royalty revenues from the HMH partnership will be received in 2013. 

Microsoft

 

Since the year end, Promethean has announced an alliance with Microsoft to develop a new suite of solutions to provide a new collaborative classroom-based learning environment. Working together the two companies will develop a suite of Windows 8 and Windows RT applications giving educators the ability to use collaborative, interactive and real-time assessment technology to personalise learning. This includes the development of Windows 8 and Windows RT apps for the ActivTable and to create ActivEngage for Windows 8. In addition, they will also establish Content Development Centres of Excellence that will focus on developing ActivTable Windows 8 apps and digital content conversion for higher education and K-12.

 

The effectiveness of interactive learning technology

 

The positive impact of interactive learning technology is consistently being validated by successive research studies. In 2012, Promethean commissioned two further important studies.  The renowned Institute of Effective Education at The University of York examined the impact of Promethean's ActivExpression devices on pupil's achievement. This confirmed previous research carried out by the Marzano Research Laboratories over the last four years, and earlier work by BECTA across the UK, that four terms' learning can be achieved in just three.  A second piece of research published by Marzano in December 2012 ratifies this impact.

 

Both the York study and the most recent Marzano research looked at the impact of formative assessment in daily lessons. Formative assessment techniques inform the learning process and the research shows how the technology frees up teacher time and results in more productive learning activities.  Learners are also more engaged, less disruptive and better focused overall on their learning. The York study looked very closely at the teaching of grammar and the Marzano research showed that impact was independent of subject, age or ethnicity of student or age or experience of the teacher.

 

Outlook 

We anticipate that the education technology marketplace will continue to be difficult in 2013. The actions that we have taken are designed to ensure Promethean can be profitable at the Adjusted EBITDA level, and cash positive in the current market environment. In addition, we are putting in place strategic steps particularly on our software strategy, the impact of which should start to be felt during 2014. For 2013, therefore, we will continue managing our business prudently to protect our profitability and cash flows.

Financial review

 

Revenues 

Revenues for the year were £157.0m, a fall of £65.9m, which is 29.6% down on 2011 (29.4% on a constant currency basis).  By product segment, interactive display systems (IDS) revenues were £139.2m, down £57.0m compared to sales of £196.2m last year, a reduction of 29.1%.  Learner response system (LRS) revenues were £17.8m, compared with £26.7m last year, a reduction of 33.3%.  LRS revenues as a percentage of total sales were 11.3% (2011: 12.0%). 

The principal area of the Group's revenue decline was North America, which represented 52.7% of Group revenues in 2012 (2011: 58.2%), where sales were £46.9m below the prior year, a reduction of 36.1% (37.2% on a constant currency basis).  Revenues in the International region at £74.2m were down, versus 2011, by 20.4% (17.9% on a constant currency basis).  

Volumes and Average Selling Prices (ASP) 

In terms of volume, Promethean sold 134,367 interactive display systems, representing a decrease of 26.5% versus 2011 (2011: 182,791) and 581,103 learner response system handsets (2011: 905,529), 35.8% below last year. 

The ASP of an interactive display system was 3.5% lower at £1,036 on the prior year of £1,074, due to a greater proportion of sales volumes from the International region (66.9% versus 61.1% in 2011), where generally prices are lower and the sales mix is weighted more towards entry level models, and board only rather than full system sales. 

The ASP of a learner response system handset increased to £30.6 in 2012, from £29.4 in 2011, or up 3.9%.  This increase in ASPs reflects the availability of Promethean's premium LRS device, the ActivExpression2, throughout 2012, having been released in the fourth quarter of 2011.  

Gross profit  

Promethean's gross profit for 2012 was £57.6m (36.7% margin) a reduction of £37.9m from £95.6m (42.9% margin) in 2011. Gross margin was impacted by the reduction in sales volumes versus the prior year, sales and regional mix and competitive pricing on certain large tenders.

North America

Promethean's North America business segment consists of the United States, Canada and the Caribbean with the United States accounting for the large majority of sales in the segment in both revenue and volume terms.

In 2012, North America revenue decreased to £82.8m from £129.7m in 2011, or by 36.1%.  Interactive display system revenues at £68.6m were 35.9% lower (2011: £107.0m) and sales of learner response systems decreased by 37.4% to £14.2m (2011: £22.7m).

Sales volumes of interactive display systems decreased by 37.4% from 71,069 in 2011 to 44,501. However, ASP in the current year increased to £1,541 versus prior year of £1,505, principally due to the sales in 2012 of the Group's premium interactive display system the AB500 and also a higher proportion of system sales. The market for learner response systems was difficult in 2012 with Promethean experiencing a fall in handset sales volumes of 38.1%, to 455,050 (2011: 735,673 units), as LRS sales continue to be impacted by education budget challenges and the growth in tablet device use in the classroom.

Gross profit for North America was £32.8m for the year (2011: £57.7m) which equates to a gross margin of 39.6% (2011: 44.5%). The gross margin reduction in North America was primarily due to lower volumes and sales mix.

International

Promethean's International business segment consists of the UK & Ireland, Continental Europe and the rest of the world.

In 2012, International revenue decreased by 20.4% to £74.2m (2011: £93.2m).  Interactive display system revenues were 20.9% lower at £70.6m (2011: £89.2m) and sales of learner response systems also fell, by 10.3% to £3.6m (2011: £4.0m).

Sales volumes of interactive display systems decreased 19.6% from 111,722 in 2011 to 89,866. In 2012 demand has been lower than previous years in territories such as Australasia and the Nordic countries, as their markets mature, and in Spain, Portugal and Italy due to austerity measures, and a large tender in Italy in 2011. Lower demand in these areas was only partially offset by growth in Central Asia. The ASP fell by 1.6% to £786 (2011: £799) primarily reflecting a higher proportion of sales to emerging markets, where in general pricing is more competitive, although the reduction in ASP has been offset to a degree by a greater proportion of system sales. The market for LRS in the International region remains immature but saw a 25.8% decrease in volume from 169,856 handsets in 2011 to 126,053 handsets in 2012.

Gross profit for International reduced to £24.8m in 2012 (2011: £37.9m) reflecting lower sales volumes and a gross margin of 33.5% (2011: 40.6%). International margins were lower due to competitive pricing on tenders, the geographical mix of revenues being more heavily weighted to emerging markets, a higher proportion of system sales as well as the impact of costs associated with the Mexico interactive whiteboard tender, which was cancelled by the new Mexican government.

Operating expenses 

Operating expenses, excluding exceptional items, share-based payments, depreciation and amortisation, decreased from £64.5m in 2011 to £52.5m in 2012, a fall of £11.9m, or 18.5%, reflecting the Group actively reducing its cost base in response to market demand.  As a percentage of revenue, operating expenses were 33.5% in 2012, compared to 28.9% last year. 

Operating costs, excluding exceptional items, share-based payments, depreciation and amortisation, in H2 2012 at £19.8m were 37.5% lower than in H2 2011 (H2 2011: £31.8m). Whilst the full benefit of the cost savings will be realised in 2013, due to the seasonality of the business operating costs will typically remain more weighted to the first half of the year. 

To achieve this level of reduction, in addition to savings in third party costs, the number of employees in the Group has reduced by 28.3% from 935 at 30 June 2012 to 670 as at 31 December 2012. The Group's sales and marketing expenses fell by £9.0m to £37.1m and represent 23.6% of revenue (2011: 20.7%). Administrative expenses reduced by 17.1% (or £1.9m) to £9.3m.  

Total gross research and development expenditure (before amounts capitalised) reduced from £16.1m in 2011 to £14.6m in 2012 (representing 9.3% of revenue). Throughout 2012, Promethean has maintained its investment in core R&D projects. Net of capitalised development expenditure, which Promethean is required to recognise under IAS 38 Intangible Assets, R&D costs were to £6.2m versus £7.2m last year, a reduction of 13.8%. 

Exceptional items

The net exceptional charge for the year was £158.4m (2011: £4.7m). 

As at 30 June 2012, the Group re-appraised the carrying values of its assets in view of the current economic conditions. Consequently the goodwill, the vast majority of which arose from the 2004 investment by Apax in our business, was fully impaired and has been written-off, resulting in an exceptional non-cash impairment charge of £140.5m. 

The Group incurred reorganisation costs of £16.5m in 2012 (2011: £2.9m). These costs comprised  redundancy costs of £5.6m, strategic product rationalisation costs of £5.5m (primarily relating to the impairment of certain curtailed development projects), a net movement in the provision for onerous leases in respect of vacated properties of £1.4m, fixed asset impairments of £3.6m and other costs of £0.4m, all arising from the reorganisation of the Group to reduce its operating cost base in line with current market demand.  An exceptional trade receivable impairment charge of £3.1m has also been recognised in respect of a specific reseller. 

On 17 December 2012, the Group sold its investment in FlatFrog Laboratories A.B. for cash proceeds of £1.7m. Prior to disposal this investment was carried at a fair value of £nil, having recognised a £2.9m impairment charge in 2011, and therefore an exceptional gain of £1.7m has been recognised in the year (2011: exceptional loss £2.9m).  

EBITDA and EBIT

 

Adjusted EBITDA excludes exceptional costs and non-exceptional share-based payments charges.   Adjusted EBIT also excludes the amortisation charge on acquired intangible assets.  The Group believes that these adjusted measures are representative of its underlying performance.

Promethean's Adjusted EBITDA of £5.1m in 2012 is 83.6% lower than the previous year (2011: £31.1m) reflecting the reduction in revenues, gross margin and operating costs in the year. Adjusted EBITDA margin was 3.3% (2011: 14.0%).

Depreciation and amortisation (excluding amortisation of acquired intangible assets) increased from £7.7m in 2011 to £10.6m in 2012, an increase of £3.0m or 38.4%.  This increase reflects the sustained investment in infrastructure and product development over a number of years. Upon completion of each development project, the resulting asset is typically amortised over a three-year period.  

Adjusted EBIT fell to a loss of £5.5m in 2012 from a profit £23.4m in 2011.  

Interest and tax

 

The Group had net finance income of £0.5m in 2012 (2011: £1.3m net finance costs). Throughout 2012 and since flotation in March 2010 the Group has maintained a net cash position and as at 31 December 2012 the Group had no borrowings and a closing cash position of £8.0m (2011: £21.8m).

 

Net finance income of £0.5m primarily comprises £0.9m relating to foreign exchange gains (2011: £1.2m losses), bank interest received of £0.1m (2011: £0.1m), partially offset by commitment fees on the undrawn £40m revolving bank facility of £0.2m (2011: £0.2m) and a £0.3m negative fair value adjustment to financial assets (2011: positive adjustment of £0.3m).

 

The Group's consolidated effective tax rate for 2012 was 3.4% compared to 30.6% in 2011. However, excluding the non-deductable goodwill impairment charge of £140.5m the effective tax rate in 2012 would have been 22.8%. The impact of non-taxable income in respect of the sale of the Group's minority interest in FlatFrog Laboratories A.B., prior year adjustments and non-deductable exceptional expenses broadly offset each other.

 

Pro forma net income and basic earnings per share 

On a pro forma basis, excluding the amortisation of acquired intangible assets and exceptional items and assuming an effective tax rate of 25% in 2012, versus 26.5% in 2011, pro forma net loss for 2012 was £3.8m compared to net income of £16.4m in 2011.  Pro forma basic loss per share was 1.90p in 2012 (2011: earnings per share of 8.23p) and was calculated as follows:

 

£m unless stated

2012

2011

(Loss)/earnings before tax as reported

(165.4)

16.1

Adjusted for:



Exceptional items (excluding goodwill impairment) and ordinary share-based payments

19.1

5.2

Goodwill impairment (a non-cash exceptional cost)

140.5

-

Amortisation of acquired intangible assets

0.8

0.8

Fair value adjustment to deferred/contingent consideration

-

0.3

Pro forma (loss)/earnings before tax

(5.1)

22.4

Tax thereon (2012: 25.0%; 2011: 26.5%)

1.3

(6.0)

Pro forma net (loss)/income

(3.8)

16.4




Number of ordinary shares (m)1

199.6

199.8

Pro forma basic (loss)/earnings per share (p)

(1.90)

8.23




1 The number of ordinary shares is the weighted average number of ordinary shares as per the basic EPS calculation.

 

Cash flow  

The Group's free cash flow (defined as Adjusted EBITDA less capital expenditure and changes in working capital excluding exceptional provisions) was an outflow of £5.3m for 2012, compared to an inflow of £18.0m for 2011. In H2 2012 the Group had a free cash inflow of £3.0m (H2 2011: £17.3m), which partially offset the free cash outflow in H1 2012 of £8.3m (H1 2011: inflow of £0.7m). Free cash flow for the year 2012 includes a cash outflow of £1.3m invested during the year in Houghton Mifflin Harcourt lesson content (2011: £0.5m). 

The Group's net cash balance as at 31 December 2012 was £8.0m (2011: £21.8m), a reduction of £13.8m due to trading in the year, the payment of £1.1m deferred and contingent consideration for the SynapticMash Inc. acquisition and incurring exceptional reorganisation costs in reducing the Group's operating cost base, partially offset by the receipt of £1.7m of cash proceeds from the Group's disposal of its minority investment in FlatFrog Laboratories A.B.

 

Risks and uncertainties

 

The principal risks and uncertainties facing the Group have not changed significantly from those set out in the Company's Annual Report 2011. The risks included strategic risks, operational risks, financial and regulatory risks. The full Annual Report and Accounts are available at www.prometheanworld.com.

 

  

 

Forward looking statements

 

The information in this release is based on management information.

 

This release may include statements that are forward looking in nature. The words "believe", "anticipate", "expect", "intend", "may" and "should" and other similar expressions that are predictions of, or indicate, future events or trends are forward looking statements. By their nature, forward looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Accordingly, forward looking statements are not, and should not be construed as being, guarantees of the Company's future performance, financial condition or liquidity, or of the development of, or trends affecting, the industry in which the Company operates. Except as required by the Listing Rules and applicable law, the Company undertakes no obligation to update, revise or change any forward looking statements to reflect events or developments occurring after the date of this report.

 

Consolidated income statement

For the year ended 31 December

Note

 2012

 2011



£000

£000

 

Revenue

3

157,001

222,894

 

Cost of sales


(99,363)

(127,334)

 

Gross profit


57,638

95,560

 

Operating expenses


(223,545)

(78,145)

 

Analysis of results from operating activities:




 

Earnings before interest, tax, depreciation, amortisation, exceptional




 

   items and share based payments


5,102

31,109

 

Depreciation and amortisation (excluding amortisation of acquired




 

     intangible assets)


(10,638)

(7,687)

 

Amortisation of acquired intangible assets


(801)

(796)

 

Goodwill impairment - exceptional cost

4

(140,503)

-

 

Other exceptional costs

4

(19,586)

(5,963)

 

Exceptional income

4

1,710

1,282

 

Share-based payments

12

(1,191)

(530)

 

Results from operating activities


(165,907)

17,415

 

Finance income

5

991

411

 

Finance expense

5

(514)

(1,731)

 

Net finance income/(expense)


477

(1,320)

 

(Loss)/profit before income tax


(165,430)

16,095

 

Income tax credit/(expense)

6

5,605

(4,923)

 

(Loss)/profit for the year¹


(159,825)

11,172

 

(Loss)/earnings per share




 

Basic (loss)/earnings per share (pence)

10

(80.10)

5.59

 

Diluted (loss)/earnings per share (pence)

10

(80.10)

5.54

 

Consolidated statement of comprehensive income

For the year ended 31 December


 2012

 2011



£000

£000

(Loss)/profit for the year from the income statement


(159,825)

11,172

Foreign currency translation differences for foreign operations


(536)

993

Net loss on net investments in foreign operations


(939)

(120)

Total comprehensive income for the year1


(161,300)

12,045

¹All attributable to Equity shareholders and is entirely from continuing operations                                                                






 

Consolidated statement of financial position

As at 31 December

Note

2012

2011



£000

£000

Assets




Property, plant and equipment


9,944

14,877

Intangible assets

8

17,955

160,839

Investments


-

-

Deferred tax assets


7,101

2,087

Total non-current assets


35,000

177,803

Inventories


15,400

18,237

Derivative financial instruments


74

356

Trade and other receivables


27,388

39,619

Current tax assets


1,043

1,649

Cash and cash equivalents


8,011

21,802

Total current assets


51,916

81,663

Total assets


86,916

259,466

Liabilities




Trade and other payables


(23,482)

(32,841)

Derivative financial instruments


(55)

(83)

Provisions

11

(5,434)

(3,954)

Current tax liabilities


(1,005)

(961)

Total current liabilities


(29,976)

(37,839)

Trade and other payables


-

(37)

Provisions

11

(999)

(227)

Deferred tax liabilities


-

(1,686)

Total non-current liabilities


(999)

(1,950)

Total liabilities


(30,975)

(39,789)

Net assets


55,941

219,677

Equity




Share capital


20,000

20,000

Share premium


99,796

99,796

Capital reserve


93,990

93,990

Translation reserve (FCTR)


4,052

5,527

Retained earnings


(161,897)

364

Total equity (all attributable to equity holders of the Company)


55,941

219,677

 

Consolidated statement of changes in equity

 


Share
capital

Share

premium

Capital

reserve

Translation
reserve

Retained
 earnings

Total
equity


£000

£000

£000

£000

£000

£000

Balance at 1 January 2011

20,000

99,796

93,990

4,654

(6,177)

212,263

Total comprehensive income for the year







Profit for the year

-

-

-

-

11,172

11,172

Foreign currency translation differences

-

-

-

993

-

993

Net loss on net investment in foreign operations

-

-

-

(120)

-

(120)

Total other comprehensive income

-

-

-

873

-

873

Total comprehensive income for the year

-

-

-

873

11,172

12,045

Transactions with owners, recorded directly in equity







Contributions by and distributions to owners







Purchase of own shares by Employee Benefit Trust

-

-

-

-

(889)

(889)

Dividends to equity holders

-

-

-

-

(4,289)

(4,289)

Share-based payments (net of tax)

-

-

-

-

547

547

Total contributions by and distributions to owners

 

-

 

-

 

-

 

-

 

(4,631)

 

(4,631)

Balance at 31 December  2011

20,000

99,796

93,990

5,527

364

219,677

 

 


Share
capital

Share

premium

Capital

reserve

Translation
reserve

Retained
 earnings

Total
equity


£000

£000

£000

£000

£000

£000

Balance at 1 January 2012

20,000

99,796

93,990

5,527

364

219,677

Total comprehensive income for the year







Loss for the year

-

-

-

-

(159,825)

(159,825)

Foreign currency translation differences

-

-

-

(536)

-

(536)

Net loss on net investment in foreign operations

-

-

-

(939)

-

(939)

Total other comprehensive income

-

-

-

(1,475)

-

(1,475)

Total comprehensive income for the year

-

-

-

(1,475)

(159,825)

(161,300)

Transactions with owners, recorded directly in equity







Contributions by and distributions to owners







Dividends to equity holders

-

-

-

-

(3,368)

(3,368)

Share-based payments (net of tax)

-

-

-

-

932

932

Total contributions by and distributions to owners

 

-

 

-

 

-

 

-

 

(2,436)

 

(2,436)

Balance at 31 December 2012

20,000

99,796

93,990

4,052

(161,897)

55,941

 

Consolidated statement of cash flows

For the year ended 31 December

Note

2012

2011



£000

£000

Cash flows from operating activities




(Loss)/profit for the year


(159,825)

11,172

Adjustments for:




Depreciation


4,390

3,918

Amortisation of intangible assets


7,049

4,565

Impairment losses on property, plant and equipment


3,573

548

Impairment losses on intangible assets


4,443

-

Impairment losses on goodwill


140,503

-

Impairment losses on investments


-

2,939

Impairment losses on trade receivables


3,660

-

Gain on sale of investment


(1,710)

-

Gain on sale of property, plant and equipment


(1)

(7)

Net finance (income)/expense

5

(477)

1,320

Income tax (credit)/expense

6

(5,605)

4,923

Share-based payments

12

1,191

685



(2,809)

30,063

Change in inventories


1,792

1,617

Change in trade and other receivables


7,904

(5,754)

Change in trade and other payables


(7,709)

4,048

Change in provisions


2,703

(604)

Cash generated from operations


1,881

29,370

Finance cost paid


(548)

(286)

Income tax paid


(702)

(2,838)

Net cash inflow from operating activities


631

26,246

Cash flows from investing activities




Finance income received


79

69

Proceeds from sale of investment


1,710

-

Proceeds from sale of property, plant and equipment


8

14

Acquisition of property, plant and equipment


(3,232)

(4,277)

Development expenditure

8

(9,233)

(9,383)

Acquisition of subsidiary - deferred and contingent consideration


(1,096)

-

Net cash used in investing activities


(11,764)

(13,577)

Cash flows from financing activities




Purchase of own shares by Employee Benefit Trust


-

(889)

Cash inflow/(outflow) from settlement of derivatives


841

(204)

Dividends paid


(3,368)

(4,289)

Net cash used in financing activities


(2,527)

(5,382)

Net (decrease)/increase in cash and cash equivalents


(13,660)

7,287

Cash and cash equivalents at 1 January


21,802

14,506

Exchange rate effects


(131)

9

Cash and cash equivalents at 31 December


8,011

21,802

 

Notes

1          Reporting entity

Promethean World Plc (the "Company") is a company registered in England and Wales. The address of the Company's registered office is Promethean House, Lower Philips Road, Blackburn, Lancashire BB1 5TH.

The Group's Promethean brand is a leader in the global market for interactive learning technology.  The Group creates, develops, supplies and supports leading edge, interactive learning technology primarily for the education market.  Promethean's ActivClassroom brings together its interactive display systems (ActivBoard), its Learner Response Systems (ActiVote and ActivExpression), its formative assessment software (ActivProgress) and its suite of specialised teaching software (ActivInspire). 

The Group financial statements consolidate those of the Company and its subsidiaries for the year ended 31 December 2012.

The consolidated financial statements of Promethean World Plc have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU.

The consolidated and Company financial statements were approved by the Board of Directors on 26 February 2013. 

2          Accounting policies

The accounting policies applied are fully disclosed in the Promethean World Plc consolidated financial statements for the year ended 31 December 2012.

There have been no changes in accounting policies during the year ending 31 December 2012.

Going concern

Having made appropriate enquiries, the Directors are satisfied that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they have continued to adopt the going concern basis in preparing the consolidated financial statements. 

3          Operating segments

The Group is comprised of two reportable segments based on the destination of sales (North America and International) and they do not arise as a result of an aggregation process.Performance by segment is managed and reviewed to gross profit. For internal reporting purposes, aside from trade receivables, no allocation is made between these segments for balances in the statement of financial position, as regardless of an asset's geographical location it could serve each segment.

 

Disclosures of segment performance are provided in the tables below:

Reportable segmental revenue

2012

2011


£000

£000

North America

82,789

129,650

International

74,212

93,244


157,001

222,894

 

Reportable segmental profit (gross profit)


2012
£000

2011
£000

North America

32,802

57,669

International

24,836

37,891


57,638

95,560

 

 

3          Operating segments (continued)

Reconciliation to (loss)/profit before income tax

2012

2011


£000

£000

Reportable segmental profit (gross profit)

Sales and marketing expenses

(37,076)

(46,086)

Administrative expenses

(9,253)

(11,162)

Research and development (net)

(6,207)

(7,203)

Depreciation

(4,390)

(3,918)

Amortisation

(6,248)

(3,769)

Amortisation of acquired intangible assets

(801)

(796)

Exceptional costs1

(160,089)

(5,963)

Exceptional income1

1,710

1,282

Share based payments - non exceptional

(1,191)

(530)

Net finance income/(expense)

477

(1,320)

(Loss)/profit before income tax

(165,430)

16,095

1 Further details of the exceptional items are disclosed in note 4.

Further analysis of the Group's revenues by type of product is provided below:

Revenue by product

2012

2011


£000

£000

Interactive display systems and accessories

Learner response systems

17,781

26,666


157,001

222,894

 

Interactive display systems and accessories revenue by region

2012

2011


£000

£000

North America

International

70,627

89,246


139,220

196,228

 

Learner response systems revenue by region

2012

2011


£000

£000

North America

14,196

22,668

International

3,585

3,998


17,781

26,666

 

4          Exceptional items


2012

2011


£000

£000

Goodwill impairment

140,503

-

Reorganisation costs

16,486

2,869

Impairment of trade receivables

3,100

-

Impairment of investment in Flatfrog Laboratories A.B.

-

2,939

IPO related share-based payment charge

-

155

Other exceptional costs

19,586

5,963

Exceptional costs

160,089

5,963

 

Proceeds from sale of investment in FlatFrog Laboratories A.B.

1,710

-

Release of provision for contingent consideration

-

1,282

Exceptional income

1,710

1,282

 

Goodwill impairment

During the year, the Group re-appraised the carrying value of its assets in view of the current economic conditions. As a consequence, the goodwill (the vast majority of which arose from the 2004 investment by Apax in the Group) was fully impaired and has been written-off resulting in a non-cash impairment charge of £140.5m (2011: £nil).

 

Reorganisation costs

The Group incurred reorganisation costs of £16.5m in 2012 (2011: £2.9m).  

These costs comprise redundancy costs of £5.6m, strategic product rationalisation costs of £5.5m (primarily relating to the impairment of certain curtailed development projects), a movement in the provision for onerous leases in respect of vacated properties of £1.4m, fixed asset impairments of £3.6m and other costs of £0.4m, all arising from the reorganisation of the Group to reduce its operating cost base in line with current market demand. 

 

Impairment of trade receivables

An exceptional trade receivable impairment charge of £3.1m has also been recognised in respect of a specific reseller (2011: £nil).

 

Sale of minority investment in Flatfrog Laboratories A.B. (FlatFrog)

On 17 December 2012, the Group sold its investment in FlatFrog Laboratories A.B. for proceeds of £1.7m. Prior to disposal this investment was carried at a fair value of £nil, having recognised a £2.9m impairment charge in 2011, and therefore an exceptional gain of £1.7m has been recognised in the year.

5          Finance income and expense


2012

2011


£000

£000

Interest income on bank deposits

79    

69    

Net change in fair value of financial assets at fair value through profit or loss

 

-    

 

342    

Foreign exchange gains

912    

-    

Finance income

991    

411    

Interest and commitment fee expense on bank and other loans

(196)    

(198)    

Debt issue costs amortised

(64)    

(64)    

Foreign exchange losses

-    

(1,194)    

Fair value adjustment to deferred/contingent consideration

-    

(275)    

Net change in fair value of financial assets at fair value through profit or loss

(254)    

-    

Finance expense

(514)    

(1,731)    

Net finance income/(expense) recognised in profit or loss

477    

(1,320)    

6          Income tax expense


2012

2011


£000

£000

Current tax expense



Current period

2,426    

3,752    

Adjustment for prior periods

(1,066)    

248    

Current tax expense

1,360    

4,000    

Deferred tax expense



Origination and reversal of temporary differences

(7,252)    

1,646    

Reduction in tax rates

(173)    

(64)    

Adjustments for prior periods

460    

(659)    

Deferred tax (credit)/expense

(6,965)    

923    

Total tax (credit)/expense

(5,605)    

4,923    

7          Dividends per ordinary share

In July 2012, in response to prevailing market conditions and measures planned to realign the Group's cost base, the Directors did not pay an interim dividend (2011: interim dividend paid 0.80p per share totalling £1,597,000).

The Directors do not propose a final dividend (2011: 1.70p per share) in respect of the year ended 31 December 2012. The total dividend for the year was therefore £nil (2011: £4,965,000).

 

8          Intangible assets

Goodwill

During the year, the Board re-appraised the carrying value of its assets in view of the current economic conditions. As a consequence, the goodwill (the vast majority of which arose from the 2004 investment by Apax in the Group) was fully impaired and written-off resulting in a non-cash exceptional impairment charge of £140.5m (2011: £nil).

Other intangible assets

The movements in the net book value of development assets during the year were as follows:

           

2012

2011


£000

£000

Net book value of development assets at 1 January

20,191     

15,325     

Additions from internal development

8,343     

8,928     

External additions

890     

455     

Exceptional impairment charge

(4,443)     

-     

Effect of movement in exchange rates

(77)     

(14)     

Amortisation for the year

(6,986)     

(4,503)     

Net book value of development assets at 31 December

17,918     

20,191     

As at 31 December 2012, the Group also had customer contracts with a net book value of £37,000 (2011: £102,000).

9          Share capital and reserves

Throughout 2011 and 2012, Promethean World Plc had 200,000,000 10p ordinary shares in issue.

Kleinwort Benson (Jersey) Trustees Limited as trustees of the Chalkfree Employee Benefit Trust (EBT) hold shares on trust for the Company which are primarily issued to employees to satisfy the Company's obligations in relation to its share schemes. These shares are categorised as Treasury Shares and are excluded from the calculation of earnings per share (see note 10). At 31 December 2012, the EBT held 943,033 shares in the Company (2011: 1,932,531 shares). During the year no shares were purchased by the EBT (2011: 1,600,000 shares purchased at a cost of £889,000).

10         Earnings per share

Basic earnings per share

The calculation of basic loss/earnings per share is based on the loss/profit attributable to ordinary shareholders as disclosed below and a weighted average number of ordinary shares outstanding, calculated as follows:

 

(Loss)/profit attributable to ordinary shareholders

2012

2011


£000

£000

(Loss)/profit for the year attributable to ordinary shareholders

(159,825)    

11,172    

 

Weighted average number of ordinary shares



In thousands of shares

2012

2011

Issued ordinary shares at 1 January

200,000    

200,000    

Less: Weighted average Promethean World Plc shares held by the Employee Benefit Trust

 

(1,510)    

 

(709)    

Effect of dilutive vested share options not yet exercised

1,049    

504    

Weighted average number of ordinary shares at the year end

199,539    

199,795    

Basic (loss)/earnings per share (pence)

(80.10)

5.59

Diluted earnings per share

The calculation of diluted earnings per share at 31 December 2012 was based on (loss)/profit attributable to ordinary shareholders as disclosed below, and a weighted average number of ordinary shares outstanding calculated as follows:


2012

2011


£000

£000

(Loss)/profit attributable to ordinary shareholders (basic and diluted)

(159,825)    

11,172    




Weighted average number of shares (basic)

199,539

199,795    

Effect of conversion of Promethean World Plc share options

-      

1,881   

Weighted average number of shares (diluted)

199,539

201,676   

Diluted (loss)/earnings per share (pence)

(80.10)

5.54

 

No adjustment has been made to the weighted average number of shares for the purpose of 2012 diluted earnings per share calculation as the effect would be anti-dilutive

11         Provisions


Warranty

Contingent
consideration

Restructuring

Onerous leases

Total


£000

£000

£000

£000

£000

Balance at 31 December 2010

1,959

1,493

705

430

4,587

Created in the year

1,709

-

1,755

500

3,964

Utilised in the year

(1,075)

-

(2,142)

(113)

(3,330)

Released in the year

-

(1,282)

-

-

(1,282)

Exchange

-

(2)

-

-

(2)

Fair value adjustment

-

244

-

-

244

Balance at 31 December 2011

2,593

453

318

817

4,181

Created in the year

1,983

-

6,702

1,393

10,078

Utilised in the year

(1,685)

(453)

(5,275)

(413)

(7,826)

Balance at 31 December 2012

2,891

-

1,745

1,797

6,433

Current

2,891

-

1,745

798

5,434

Non-current

-

-

-

999

999

The warranty provision is calculated by estimating the possible failure rates of the Group's hardware, with the exception of projectors which are covered by a third party warranty.  The length of warranty period varies dependent on both the product and country it is sold to; this period can vary between one and five years.

12         Share-based payments

The terms and conditions of the share option schemes are provided in the consolidated financial statements for Promethean World Plc for the year ended 31 December 2012.

Share options

On 26 March 2012, a total of 47,641 nil cost PSP option awards were made to certain members of the SMT in respect of part of their 2011 bonuses which were deferred into these awards.

On 30 April 2012, 3,031,000 nil cost PSP share options were granted, in addition 90,000 were granted as share appreciation rights to be settled in cash on exercise. Also on 30 April 2012, 250,000 PRW CSOP share options with an exercise price of 51.625p per share were granted.

On 31 October 2012, a further 1,570,000 nil cost PSP share options were granted under the PSP, all of which are intended to be equity settled. In addition, also on 31 October 2012 335,000 PRW CSOP share options with an exercise price of 17.37p per share were granted.

On 19 December 2012, a further 50,000 PRW CSOP share options were issued with an exercise price of 15.25p.

12         Share-based payments (continued)

The movements in the number of share options in issue during 2012 were as follows:


Options in issue at 1 January 2012

Grants in the year

Exercised/ lapsed in year

Options in issue at 31 December 2012

Option price per share


(000s)

(000s)

(000s)

(000s)

(pence)

2009 Chalkfree CSOP

872

-

(366)

506

              5.25

2010 Chalkfree CSOP

1,034

-

(265)

769

              5.25

IPO Plan

189

-

(70)

119

                   -

PRW CSOP - 2010 grant

232

-

(200)

32

         125.00

PSP - 2011 grant

3,633

-

(1,053)

2,580

                   -

PRW CSOP - 2011 grant

3,501

-

(1,719)

1,782

            59.75

PSP - 2012 grants

-

4,649

(915)

3,734

-

PRW CSOP - 2012 grant1

-

635

(50)

585

28.90

Total options

9,461

5,284

(4,638)

10,107

               n/a

1 Weighted average option price quoted based on the closing number of options in issue.

The movements in the number of share options in issue during 2011 were as follows:


Options in issue at 1 January 2011

Grants in the year

Exercised/ lapsed in year

Options in issue at 31 December 2011

Option price per share


(000s)

(000s)

(000s)

(000s)

(pence)

2009 Chalkfree CSOP

927

-

(55)

872

              5.25

2010 Chalkfree CSOP

1,326

-

(292)

1,034

              5.25

IPO Plan

502

-

(313)

189

                   -

PRW CSOP - 2010 grant

232

-

-

232

         125.00

PSP

-

3,633

-

3,633

                   -

PRW CSOP - 2011 grant

-

3,501

-

3,501

           59.75

Total options

2,987

7,134

(660)

9,461

               n/a

Share-based payments charge

The share based payment charge for the period of £1,191,000 (2011: £685,000) comprises £1,177,000 (2011: £657,000) in respect of share options, a credit of £6,000 (2011: a charge of £1,000) in respect of share appreciation rights to overseas employees where share option schemes are not practical and £20,000 in respect of restricted share awards. Of the total charge, £nil related to the IPO Plan (2011: £155,000 disclosed within exceptional costs).

 

13         Accounts

The financial information set out above does not constitute the Group's statutory accounts for the year ended 31 December 2012 or 31 December 2011 but is derived from those accounts. Statutory accounts for Promethean World Plc for the year ended 31 December 2011 have been delivered to the Registrar of Companies, and those for the year ended 31 December 2012 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Copies of full accounts will be available on the Group's corporate website.  Additional copies will be available on request from Promethean World Plc, Promethean House, Lower Philips Road, Blackburn, Lancashire, BB1 5TH.

 

Directors' responsibility statement

We confirm that to the best of our knowledge:

1.   The annual announcement, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and 

2.   The Operational Review and Financial Review includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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