Embargoed until 07:00 12 February 2002
Alphameric plc
("Alphameric" or the "Group")
Preliminary Results for the year ended 30 November 2001
Alphameric, the information technology solutions provider to the retail and logistics sectors, is pleased to announce preliminary results for the year ended 30 November 2001.
Highlights
Rodney Hornstein, Chairman, commented:
"The year 2001 was one of mixed fortunes for Alphameric. Disappointing trading in certain areas was balanced by strong progress towards our strategic objectives.
"We have entered the new financial year with a strong balance sheet and a healthy order book. While the timing of our product development cycles will result in year on year fluctuations, we look forward to a resumed period of strong, sustained revenue growth this year and beyond."
-Ends-
For further information, please contact:
Alphameric plc
Rodney Hornstein, Chairman Today: 020 7950 2800
Alan Morcombe, Chief Executive Thereafter: 01483 293 971
Weber Shandwick Square Mile
Nick Oborne / Susanne Walker 020 7950 2800
Embargoed until 07:00 12 February 2002
Alphameric plc
("Alphameric" or the "Group")
Preliminary Results for the year ended 30 November 2001
CHAIRMAN’S STATEMENT
The year 2001 was one of mixed fortunes for Alphameric. The Group achieved good progress in meeting its strategic objectives, but a period of difficult trading in our Retail Betting and Finance division impacted the full year results. The difficulties encountered have now been resolved and the Group enters the current year with a high level of confidence for the future.
Results
The results are in line with our trading statement of 14 November 2001, when we highlighted to shareholders that our Retail Betting and Finance division had initially encountered problems with the implementation of its Alphabet bet capture systems and subsequently, as a result of the downturn in the world economy in general and the atrocity on 11 September in particular, delays in a small number of major contracts.
The Retail Division continued to perform well in an unpredictable market, meeting our expectations.
Revenue for the year to 30 November 2001 increased by 4% to £56.8 million (2000: £54.4 million). Profit before tax, amortisation of goodwill and exceptional administrative expenses and after interest was £4.1 million (2000: £8.9 million). Exceptional administrative expenses, stemming principally from the integration of businesses acquired in the previous financial year, were £1.49 million (2000: £1.65 million); the process of integration is now almost complete.
Earnings per share was 2.8p (before amortisation of goodwill and exceptional administrative expenses), compared to 6.8p in 2000.
The year-end balance sheet for the Group remained healthy, with no gearing and available cash balances of £14.4 million net (2000: £18.2 million).
Dividend
Your Board is recommending a final dividend of 1p per share (2000: 1p per share) to bring the total dividend for the year to 1.5p per share (2000: 1.5p per share).
Subject to shareholder approval at the forthcoming Annual General Meeting, the final dividend will be payable to shareholders on the register at 22 March 2002 and will be paid on 19 April 2002. Your Board is focussed on generating increasing levels of return for shareholders in the future through both capital growth and a progressive dividend policy.
Approach
Shareholders will be aware that in the summer of 2001 the Board received an approach to acquire the Company. The Board was concerned that the approach was opportunistic and although no formal offer was made, in conjunction with our advisers we considered that the indicative price did not represent a reasonable valuation for a company with Alphameric’s status and growth prospects. The exploratory talks ended in November. I believe that the positive movement in the Company’s share price since that date, despite the volatile and turbulent state of the stock market, provides support for the Board’s judgement.
Employees
Your Board and I would like to express our thanks to the Group’s management and staff for their hard work, dedication and commitment over the past year.
Strategy and Prospects
Twelve months ago I stated that one of our aims was to become the first choice provider of end-to-end systems for selected sectors of the retail and logistics market through the use of leading-edge technologies in communication, innovation and information. This aim remains unaltered although, given the current world economic position, we have narrowed our early focus to the development of our relationships with current clients and extending our activities, both organically and by acquisition, in the UK and selected continental European markets.
While the timing of our product development cycles will result in year on year fluctuations, we expect this strategy to result in a resumed period of strong, sustained revenue growth this year and beyond.
REVIEW OF OPERATIONS
Over the last two years Alphameric has grown appreciably. We are increasing the proportion of our sales attributable to software and high margin products and decreasing the emphasis on hardware and manufactured items which tend to be lower margin business. Our market positioning has also improved through the acquisition of competing companies.
Retail Division
The Retail Division performed satisfactorily with revenues of £33 million (2000: £25.7 million) generating an operating profit before the amortisation of goodwill and exceptional expenses of £4.2 million (2000: £4.7 million). This reduction in operating margin is primarily due to the increase in research and development expenditure, which was £3.2 million in the year compared to £1.2 million in the previous year.
During the year we made excellent progress on our new retail software product suite, Darwin, completing its development and building towards its scheduled full release in the first quarter of 2002. Darwin is a comprehensive, easy to use set of software applications designed to meet the head office requirements of small to large retailers. At its core is a functionally rich central merchandising system that, when combined with our in-store point of sale and back office system, PosPoint, enables us to provide complete end-to-end solutions.
Darwin has been designed to be scaleable so that it fully meets the requirements of both large and small retailers. It is also separable, so that a customer can adopt just one element of the total system.
PosPoint was released in late Autumn 2001 and has already been rolled out to Trago Mills, where it is now running on 140 of our PcPos EPoS hardware devices in all their shops.
Other notable contracts won during the year included JJB Sports, Clinton Cards, Sports Soccer, which installed 25 Counterpoint systems running PosPoint in their Belgian stores, and All-Sports who installed PosPoint and Counterpoint as part of the roll-out to their entire UK estate of 240 stores.
Whilst interest in Darwin has always been strong amongst our existing customer base, it is particularly encouraging that we have already taken our first major competitive order for a comprehensive system from a new customer. We believe Darwin will be a great success for the Group.
Logistics
Our logistics operation, which supplies a fully integrated solution to third party logistics companies, made encouraging progress during the year. Having concluded a contract to supply P&O Trans European with Spacemaster in all of its UK and Irish depots we anticipate this will lead to an opportunity to supply Spacemaster to the entire P&O European estate as well as provide a platform from which to market the software to a wider European customer base.
We believe there is a global market opportunity for Spacemaster but consider it prudent to penetrate this market with an international partner. The Group is actively looking at the potential for such a partnership.
Retail Betting and Finance
In a particularly difficult and challenging year for the Retail Betting and Finance Division, revenues were £20.9 million (2000: £23.1 million), on which we recorded an operating loss before the amortisation of goodwill and exceptional items of £0.4 million (2000: £3.5 million operating profit.)
During the first half of the year, the widespread foot and mouth outbreak severely affected the national horse racing programmes. Later in the year, events in America resulted in a freeze on one prospect’s capital expenditure budget and the consequent deferral of a major order for ALBOS, our bookmaking display system.
We also experienced technical and implementation difficulties with our Alphabet bet capture system, resulting in both the deferral of installations into the current year and inflated costs as we worked to rectify the problems. Lessons have been learned from these issues and we have made important changes to the way we monitor and report internally on major projects, strengthening the review process and protocols.
Alphabet delivers operational efficiencies to Licensed Betting Offices ("LBO’s") by computerising the bet taking process. In addition it provides the ability to perform comprehensive revenue and margin analysis and has provided significant improvements to the security and integrity of the bookmaking process. An indication of the inherent strength of and demand for the product is that no orders were lost because of the early implementation problems.
In October, we successfully completed the roll-out of Alphabet to the Coral Racing estate of 860 LBO’s. With the technical problems now resolved, the rollouts delayed earlier in the year have also recommenced and we are currently installing the Alphabet solution in Stanley Racing, The Tote and Done (Cash Betting). Feedback from management, staff and customers has been excellent and we expect to complete the installation programmes for each of these bookmaking chains during the current financial year.
Whilst our penetration of the six major UK bookmakers, which between them operate around 5000 LBO's, is progressing, we have also secured good levels of business from the independent and smaller chains who operate a further 3900 LBO's. Due to the differing IT and scale requirements of the independent bookmakers, we offer many of our systems on a bureau or Application Service Provider (ASP) basis.
This year we have secured a number of orders for our EPoS solution from the independent segment of the bookmaking market. Progress in securing further orders for our products looks positive and the desire amongst the independent bookmakers for systems that bring them up to par with their larger competitors should continue to generate demand for our products.
Attracting large amounts of interest within this sector are our Fixed Odds Betting terminals ("FOB’s") that enable bookmakers to extract additional revenues from customers through the use of electronic gaming. Alphameric’s offering in this area has the unique advantage of being integrated with our Alphabet and ALBOS solutions and this provides a unique selling point for those customers embracing our technology. Much of the development of the FOB’s has been completed and customer trials have commenced. We expect them to contribute significantly to our performance in the coming years.
The recently introduced tax changes for UK bookmakers appears to have increased their revenues substantially, the benefits of which should provide further opportunity for sales in this sector.
Product Development
During the year we invested approximately £4.2 million (2000: £2.7 million) in the development of our current and future product ranges, all of which was expensed through the profit and loss account. Investment this year will be slightly less but at a level sufficient to ensure a steady flow of improved and new products to the market in future years.
Acquisitions
In December 2000 we acquired MRS Software Limited, a company specialising in the provision of EPoS and central merchandising systems for small department stores and niche retailers, for a total consideration excluding expenses of £1.5 million. This business has been fully integrated into our Retail Division with elements of its product set now forming complementary solutions within our Darwin product range.
In August 2001 we acquired the trade of Bestsellers Limited, a company specialising in the provision of back office solutions to book stores for a total consideration of £81,000. We have merged Bestsellers’ activities into our mainstream retail operations and its products, Bestseller Classic and Bestseller Two now form part of our product portfolio.
Current Trading and Outlook
Last year’s contract delays in the Retail Betting and Finance Division have now been overcome, and we see continuing demand for our Alphabet and ALBOS systems from both current and new customers.
The Retail Division has successfully completed its development of Darwin and has recently won a major competitive order to the value of £1.5 million for a comprehensive end-to-end solution embracing Darwin, PcPOS and a number of ancillary products.
We have entered the new financial year with a strong balance sheet and a healthy order book. I believe that Alphameric is well placed to deliver a much improved performance this year.
-Ends-
For further information, please contact:
Alphameric plc
Rodney Hornstein, Chairman Today: 020 7950 2800
Alan Morcombe, Chief Executive Thereafter: 01483 293 971
Weber Shandwick Square Mile
Nick Oborne / Susanne Walker 020 7950 2800
ALPHAMERIC PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2001
2001 2000
Note £'000 £'000
Turnover 2 56,848 54,408
Operating costs
Operating costs excluding amortisation of goodwill
and exceptional administrative expenses (53,288) (46,399)
Exceptional administrative expenses 3 (1,490) (1,648)
Amortisation of goodwill (4,265) (3,405)
(59,043) (51,452)
Operating profit before amortisation of
goodwill and exceptional administrative expenses 3,560 8,009
Amortisation of goodwill and exceptional
administrative expenses (5,755) (5,053)
Operating (loss)/profit 2,4 (2,195) 2,956
Net interest receivable 518 935
(Loss)/profit on ordinary activities before taxation (1,677) 3,891
Tax on (loss)/profit on ordinary activities 5 (776) (2,042)
(Loss)/profit for the financial year (2,453) 1,849
Dividends 6 (1,539) (1,533)
Retained (loss)/profit for the financial year (3,992) 316
(Loss)/earnings per share 7
Basic (2.39p) 1.96p
Before amortisation of goodwill
and exceptional administrative expenses 2.77p 6.83p
Diluted (2.39p) 1.96p
The Group has no recognised gains and losses other than the (loss)/profits above and therefore no separate statement of total recognised gains and losses has been presented.
There is no difference between the (loss)/profit on ordinary activities before taxation and the retained (loss)/profit for the years stated above, and their historical cost equivalents.
ALPHAMERIC PLC
CONSOLIDATED BALANCE SHEET
AS AT 30 NOVEMBER 2001
2001 2000
Note £'000 £'000
Fixed assets
Intangible assets 78,288 86,641
Tangible assets 6,921 7,187
85,209 93,828
Current assets
Stocks 6,762 3,806
Debtors including £1.8m due
after one year (2000 : £4.7m) 30,694 27,022
Cash held to secure loan notes 8,688 9,357
Cash at bank and in hand 14,404 18,165
60,548 58,350
Creditors (amounts falling due within one year)
Loan notes (8,688) (9,357)
Other (28,286) (25,487)
(36,974) (34,844)
Net current assets 23,574 23,506
Total assets less current liabilities 108,783 117,334
Creditors (amounts falling due
after more than one year) (651) (3,318)
Net assets 108,132 114,016
Capital and reserves
Called up share capital 2,563 2,557
Contingent shares to be issued 1,085 3,419
Share premium account 98,450 98,409
Merger reserve 12,099 11,704
Profit and loss account deficit (6,065) (2,073)
Total equity shareholders' funds 9 108,132 114,016
ALPHAMERIC PLC
CONSOLIDATED CASHFLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2001
2001 2000
Note £'000 £'000
Net cash inflow from operating activities
before exceptional administrative expenses 3,132 155
Exceptional administrative expenses (1,490) (1,648)
Net cash inflow/(outflow) from operating activities 10 1,642 (1,493)
Returns on investments and servicing of finance
Interest paid (46) (103)
Interest received 553 956
507 853
Taxation
UK corporation tax paid (670) (866)
Capital expenditure and financial investment
Purchase of tangible fixed assets (1,919) (3,802)
Disposal of tangible fixed assets 596 194
(1,323) (3,608)
Acquisitions and disposals
Purchase of subsidiaries (2,263) (59,116)
Cash deposited to secure loan notes - (9,357)
Net cash acquired with subsidiary undertakings (66) 1,867
(2,329) (66,606)
Equity dividends paid (1,537) (912)
Management of liquid resources
Decrease/(increase) in short term deposits 2,000 (10,000)
Net cash outflow before financing (1,710) (82,632)
Financing
Cash received from issue of share capital 42 92,218
Repayments of capital element of finance leases (93) (162)
Net cash (outflow)/ inflow from financing (51) 92,056
(Decrease)/increase in cash in the year (1,761) 9,424
ALPHAMERIC PLC
NOTES TO THE PRELIMINARY RESULTS
FOR THE YEAR ENDED 30 NOVEMBER 2001
1. BASIS OF REPORTING
This preliminary statement of annual results which covers the year to 30 November 2001 has been agreed by the Group’s auditors and is consistent with the full financial statements.
The abridged preliminary Group accounts for the year ended 30 November 2001 are not statutory accounts and have been extracted from the full statutory accounts for the year ended 30 November 2001. The full statutory accounts for the year on which the auditor’s report is unqualified will be delivered to the Registrar of Companies in due course.
The comparative figures for the year to 30 November 2000 are abridged from the accounts for that year and do not constitute full accounts within the meaning of Section 240 of the Companies Act 1985 (as amended). Statutory accounts for that year on which the auditors gave an unqualified opinion have been delivered to the Registrar of Companies.
2. SEGMENTAL ANALYSIS
Following the acquisition of MRS Software Limited and Bestsellers Limited, a full integration of the business units comprised therein with the pre-existing Retail business units has been undertaken. As a result of this process it is not possible to separately identify the revenues, profits and net assets attributable to the acquisitions.
During the year the Customer Services division was split and the relevant parts were merged into the Group’s two divisions. The segmental analysis shows the result of the Customer Services division up to the beginning of April 2001, the date of the reorganisiation.
Turnover by Class of Business
2001 2000
£'000 £'000
Retail Betting & Finance 20,925 23,824
Intra-group sales - (733)
20,925 23,091
Retail 41,875 31,728
Intra-group sales (8,870) (6,074)
33,005 25,654
Customer Services * 4,051 6,847
Intra-group sales (1,133) (1,184)
2,918 5,663
56,848 54,408
* Due to the reorganisation during the year referred to above, the turnover for Customer Services for 2001 only relates to the four months to 1 April 2001.
Operating (loss)/profit by Class of Business
|
Before exceptional items and amortisation of goodwill £’000 |
Exceptional items £’000 |
Before amortisation of goodwill £’000 |
Amortisation of goodwill £’000 |
2001 £’000 |
2000 £’000 |
||
|
Retail Betting & Finance |
(393) |
(318) |
(711) |
(178) |
(889) |
3,150 |
|
|
Retail |
4,206 |
(804) |
3,402 |
(4,087) |
(685) |
697 |
|
|
Customer Services |
(253) |
(368) |
(621) |
- |
(621) |
(891) |
|
|
3,560 |
(1,490) |
2,070 |
(4,265) |
(2,195) |
2,956 |
||
3. EXCEPTIONAL ADMINISTRATIVE EXPENSES
Exceptional administration expenses include reorganisation costs of £1,170,000 (2000: £1,648,000) related to the continuing reorganisation of the Group following the acquisitions made last year and further minor acquisitions this year. These primarily comprise redundancy, property and other reorganisation costs together with stock write-offs following the rationalisation of certain product lines.
Provision has also been made for a claim received after the year end for underpayment of past software licence fees from one of the Group’s suppliers. Of this claim, £320,000 has been treated as an exceptional item, with the balance accounted for as a fair value adjustment on the acquisition of Pennine, as set out in Note 8. The Directors are challenging the basis for the claim, and are in discussions with the supplier.
4. OPERATING (LOSS)/PROFIT
2001 2000
£’000 £’000
Turnover 56,848 54,408
Cost of sales (32,351) (32,376)
Gross profit 24,497 22,032
Administrative expenses (20,937) (14,023)
Exceptional administrative expenses (1,490) (1,648)
Amortisation of goodwill (4,265) (3,405)
(26,692) (19,076)
Operating (loss)/profit (2,195) 2,956
5. TAX ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
2001 2000
£'000 £'000
United Kingdom corporation tax at 30% (2000 : 30%) 776 2,718
Adjustments to prior year - (676)
776 2,042
6. DIVIDENDS
A dividend of 0.5p per share, amounting to £514,000 was paid during the year (2000: £510,000). A final dividend of 1p per share is proposed for the year (2000 : 1p per share), amounting to £1,025,000 (2000 : £1,023,000).
7. (LOSS)/EARNINGS PER SHARE
Basic (loss)/earnings per share is calculated by dividing the (loss)/earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year as follows:
2001 2000
(Loss)/earnings (£’000) (2,453) 1,849
Weighted average shares in issue (m) 102.5 94.3
Basic (loss)/earnings per share (p) (2.39) 1.96
Earnings per share before goodwill amortisation and exceptional administrative expenses have been presented in addition to the earnings per share as defined in FRS14 since, in the opinion of the Directors, this provides shareholders with a more meaningful representation of the earnings derived from the Group’s businesses. It can be reconciled from basic earnings per share as follows:
2001 2000
per per
share share
amount amount
pence pence
Basic (loss)/earnings per share (2.39) 1.96
Amortisation of goodwill 4.16 3.61
Exceptional administrative expenses 1.43 1.75
Taxation in respect of exceptional administrative expenses (0.43) (0.49)
Earnings per share before amortisation of
goodwill and exceptional administrative expenses 2.77 6.83
8. ACQUISITIONS
On the 22 December 2000, the Group acquired the entire issued share capital of MRS Software Limited, a company which provides IT solutions to retail businesses in the main trading sectors of independent department stores, furniture retailers and fashion retailers.
On the 23 August 2001, the Group acquired the business and certain assets of Bestsellers, a company engaged in the sale of software systems to retail booksellers.
The aggregate assets and liabilities of MRS and Bestseller when acquired were as follows:
Book value Fair value Fair value
of assets adjustments of assets
£’000 £’000 £’000
Intangible fixed assets 186 (186) 0
Tangible fixed assets 216 (135) 81
Stock 56 (20) 36
Debtors 268 (76) 192
Overdraft (66) - (66)
Creditors and accruals (546) (198) (744)
Total net assets/(liabilities) 114 (615) (501)
Goodwill 2,282
Cost of acquisition 1,781
Satisfied by:
Shares allotted 102
Cash 1,179
Contingent cash consideration 260
Acquisition costs 240
1,781
The contingent consideration was subject to MRS exceeding certain target levels for the period ending 30 November 2001. The maximum contingent consideration has been earned.
Fair value adjustments have been made following a reassessment of the assets and liabilities of the two companies and to bring MRS’s policy regarding the capitalisation of research and development expenditure in line with the Group.
As at 30 November 2000 the fair values of identifiable assets and liabilities, and the purchase consideration in respect of acquisitions made in the year then ended, were determined only on a provisional basis.
The tables below show subsequent adjustments made where material.
|
Pennine £’000 |
Online £’000 |
Alphameric Inc £’000 |
|
|
Cost of acquisition |
|||
|
Provisional as at 1 December 2000 |
63,360 |
17,274 |
3,954 |
|
Reduction in contingent consideration |
- |
(6,109) |
- |
|
Excess accruals for acquisition costs |
(698) |
(70) |
(41) |
|
At 30 November 2001 |
62,662 |
11,095 |
3,913 |
|
Pennine £’000 |
Online £’000 |
Microskill £’000 |
|
|
Fair value of assets |
|||
|
Provisional as at 1 December 2000 |
635 |
(2,373) |
285 |
|
Additional fair value adjustment |
(700) |
- |
- |
|
Release of unused fair value provisions |
- |
100 |
88 |
|
At 30 November 2001 |
(65) |
(2,273) |
373 |
The additional fair value adjustment for Pennine includes a provision for a claim for unpaid licence fees of £570,000 as set out in note 3, and additional provisions for the carrying value of freehold property and certain liabilities.
9. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
|
2001 |
2000 |
|||
|
£’000 |
£’000 |
|||
|
(Loss)/profit for the financial year |
(2,453) |
1,849 |
||
|
Dividends |
(1,539) |
(1,533) |
||
|
Share capital issued |
6 |
1,077 |
||
|
Share premium arising on share issues |
41 |
95,167 |
||
|
Issue costs written off to share premium |
- |
(3,656) |
||
|
Merger relief arising on acquisition |
395 |
11,704 |
||
|
Contingent share capital to be issued |
(2,334) |
2,969 |
||
|
Net change in shareholders’ funds |
(5,884) |
107,577 |
||
|
Opening shareholders’ funds |
114,016 |
6,439 |
||
|
Closing shareholders’ funds |
108,132 |
114,016 |
10. NOTES TO THE CASHFLOW STATEMENT
|
2001 £’000 |
2000 £’000 |
|
|
Reconciliation of operating profit to net cash inflow /(outflow) from operating activities: |
||
|
Operating profit before amortisation of goodwill and exceptional administrative expenses |
3,560 |
8,009 |
|
Depreciation on tangible fixed assets |
1,670 |
1,516 |
|
Profit on disposal of tangible fixed assets |
- |
(17) |
|
Increase in stocks |
(2,920) |
(528) |
|
Increase in debtors |
(3,468) |
(10,926) |
|
Increase in creditors |
4,290 |
2,101 |
|
Net cash inflow from operating activities before exceptional items |
3,132 |
155 |
|
Exceptional administrative expenses |
(1,490) |
(1,648) |
|
Net cash inflow/(outflow) from operating activities |
1,642 |
(1,493) |