RNS Number:4421J
Biotrace International PLC
08 March 2005

FOR IMMEDIATE RELEASE:
07.00am - 8th March 2005



                           BIOTRACE INTERNATIONAL PLC


                         ANNOUNCES PRELIMINARY RESULTS
                      for the year ended 31 December 2004



Biotrace International Plc ('Biotrace', the "Company" or the "Group"), a leading
manufacturer of industrial microbiology products, today announces its
preliminary results for the year ended 31 December 2004.



 Highlights



*  Sales up 34% to #26.6 million (2003: #19.9 million)


*  Profit before amortisation, exceptional items and tax #3.0 million
   (2003: #3.8 million)


*  Profit before tax #2.2 million (2003: #3.3 million), reflecting
   changes in business mix and other factors now addressed


*  Profit before tax of #1.4 million in second half, up 75% on first half


*  Earnings per share 3.56p (2003: 7.37p, 5.39p per share on same tax charge)


*  Operating cash flow up 22% at #3.5 million (2003: #2.9 million)


*  Strong performances from International BioProducts ("IBP") and Tecra
   Pty Ltd ("Tecra"), acquired in September 2003 and June 2004 respectively.


*  Total dividend for the year increased by 22% to 1.40p (2003 : 1.15p)



Commenting on the results, Terry Clements, Non-Executive Chairman of Biotrace,
said:



"The Group made solid progress in 2004 by continuing to implement its corporate
growth plans. In June last year, the Company acquired Tecra, an Australian based
business, which expanded the Group's product offering and strengthened
distribution in Asia Pacific. The transition to direct selling in North America
coupled with other operational issues reported at the interim stage had an
adverse effect on profits in the first half.  The business however responded
well in the second half with operating profits doubling from their first half
level.  In common with others operating in North America, the US dollar weakness
continues to adversely affect sales and profits.



Top line growth in 2005 will be generated from a full year of contribution from
Tecra but, also through continued organic growth. The enhanced product range
coupled with our expanded direct sales organisation will help fuel this growth.
The Company is now much stronger with greater visibility of its revenues which,
together with the organisational changes made in the latter part of 2004, should
continue to enhance financial performance.



We have made a positive start to 2005 and the Company is well placed to continue
to consolidate leadership in the industrial microbiology market.   Whilst
Management's focus will be on improving profitability, it will also continue to
seek out synergistic acquisitions that will add value to our customers and to
our earnings in the longer term."



For further information:
Biotrace International                                 Tel: +44 (0) 1656 641 400
Ian Johnson, Chief Executive Officer

Peter Morgan, Finance Director
Buchanan Communications                                Tel: +44 (0) 20 7466 5000
Tim Anderson / Mary Jane Johnson / James Strong




                           BIOTRACE INTERNATIONAL PLC

                         ANNOUNCES PRELIMINARY RESULTS
                      for the year ended 31 December 2004




OVERVIEW:

Group sales                     #26.6 million      (2003: 19.9 million)

Industrial                      #24.9 million      (2003: #16.3 million)
Life Science                    #  1.0 million     (2003: #0.8 million)
Defence                         #  0.7 million     (2003: #2.8 million)



The Company has identified the industrial diagnostics market, and in particular
the microbiology market, as having the most potential for profitable growth and
is focussing its resources into establishing a significant presence.  The
industrial microbiology market was estimated in 2003 to be worth $3.2 billion
and is forecast to grow to $4.9 billion by the end of 2008.  The market is now
consolidating, following the same trend observed in the clinical diagnostics
field and this is providing opportunities for Biotrace to implement its strategy
of broadening its product range and developing direct customer access for
industrial diagnostic products.



Over the past few years, leading brands such as Cogent, Fred Baker Scientific,
International BioProducts and, most recently, Tecra have added critical mass in
terms of distribution and product breadth.  Biotrace is now in the top tier of
global companies addressing the industrial microbiology market, however with one
important difference, 94% of Group turnover is derived from this market, whereas
most of the top tier competition derives the majority of its revenues from the
clinical diagnostics and life science markets.  The Group's focus should
translate into sustainable competitive advantage as it continues to expand its
direct sales organisation and enhances its product portfolio.



The business model is centred on maintaining a high level (> 80%) of recurring
revenues from reagents and other consumables from an equally high level of own
brands via a direct sales organisation in major markets.  This provides the
Group with good visibility of earnings, control over distribution and high
margins, all of which should translate over the long term into sustainable
growth in sales and profits.



The Industrial business is focussed on delivering innovative products and
services that reduce the time to result or provide automation or convenience for
environmental monitoring, quality control and quality assurance testing.  It
serves customers within the food, beverage, pharmaceutical, personal care
products, water quality and industrial processing sectors. Companies around the
world rely on Biotrace to ensure product quality, optimise process performance
and safeguard human health.



The Group's Life Science business, Ruskinn Life Sciences, manufactures
innovative products for medical microbiology and life science research and has
an active R&D programme developing products for a wide range of applications.
It addresses very different customer groups generally through third party
distribution and therefore exists as an independent business unit within the
Group.



The Defence business unit develops and manufactures biological weapon detection
equipment and consumables, leveraging the Group's rapid detection technology.
These systems are supplied to the UK MoD and several other governments and
defence organisations either directly or through larger defence partners.
Biotrace is a strategic supplier to the UK MoD and manufactures defence-specific
reagents through a joint venture company, Lucigen.  Over the past 14 years the
Group's Defence business has grown by co-development of systems with the Defence
science and technology laboratories at Porton Down.  However, since 2001 the
business has tended to be lumpy as it benefited from discrete contracts arising
from world events such as the increased threat from bio-terrorism and the Gulf
conflict in 2003.



Whilst Group sales moved ahead strongly in 2004, boosted by a full year
contribution of IBP and a half year of Tecra, this was offset by a decline in
Defence sales and a reduction in North American hygiene sales.  The financial
performance of the business was also affected by a number of isolated issues
which adversely affected margins and reduced profits compared with the previous
year.   The issues were largely confined to the first half and second half
operating profits were double that of the first half.  As in previous years,
growth was led by a significant increase in consumable sales, while the
installed base of instruments continued to expand.



Sales increased 34% to #26.6 million (2003: #19.9 million) whilst profit before
tax decreased to #2.2 million (2003: #3.3 million). Pre tax profit before
exceptional items was #2.4 million (2003: #3.5 million). Earnings per share
decreased to 3.56p (2003: 7.37p or 5.39p on same tax charge), with earnings
before exceptional items also decreasing from 7.78p in 2003 to 3.84p.



OPERATIONAL REVIEW:


Group sales                              #26.6 million      (2003: 19.9 million)


Europe, Middle East & Africa             #11.8 million     (2003: #12.4 million)
Americas                                 #12.8 million     (2003: #6.5 million)
Asia Pacific                            #  2.0 million     (2003:  #1.0 million)




Following the acquisition of Tecra, the Group was able to establish a regional
structure with operational centres in Europe, North America and Asia Pacific.
This enables the Company to access global markets in a more efficient way and
provides a greater level of customer service.  Each centre has manufacturing and
a sales and support organisation.



European sales decreased by 5% to #11.8 million (2003: #12.4 million), largely
as a result of the reduction in the level of UK defence sales.  However, this
was substantially offset by growth from industrial and life science products.
Sales in the Americas almost doubled to #12.8 million, benefiting from a full
year of contribution from IBP, which performed in line with expectations.
Asia-Pacific sales doubled to #2.0 million as a result of strong organic growth
and the second half contribution from Tecra sales in the region.



Sales of the Group's own brands in 2004 increased to 82% of turnover (2003:
80%), as a result of the second half contribution of Tecra. Direct sales, from
the Group's sales subsidiaries, accounted for 87% of turnover (2003: 79%), with
the balance from the Group's network of international distributors.  Reagents
and other consumables remained steady at 89% of Group sales.



Industrial


Sales                             #24.9 million    (2003: #16.3 million)



The Company's product offering to the industrial market expanded considerably
during 2004, largely as a result of the acquisition of IBP in late 2003 and
Tecra in June 2004. Customers are now able to purchase a wider range of
products, including rapid hygiene tests, pathogen tests, pre-prepared culture
media and sampling products, from an expanded direct sales organisation.



Overall, Industrial sales grew 53% to #24.9 million in 2004 (2003: #16.3
million) and generated over 90% of the Group's operating profits.  The food and
beverage sectors, which now account for 81% of industrial turnover, benefited
from a contribution of #1.5 million from Tecra from the date of acquisition, and
a full year of IBP at #9.4 million. Excluding these acquisitions, growth in this
sector was adversely affected by a reduction in hygiene sales resulting from the
changeover from distributor sales to direct sales in North America.  Although
delayed and hampered by manufacturing issues, sales of the new hygiene
instrument reached record levels, leading to growth of hygiene sales of 12% year
on year outside North America.  Two new Air-traceTM air samplers were launched
in mid 2004 specifically for the pharmaceutical sector and a number of orders
were secured in the second half of the year, including an order for 24 systems
from a major Scandinavian company.  In the fourth quarter a new automated line
for the production of pre prepared plated culture media was commissioned to
increase the capacity for the production of own brand media products.





Life Science


Sales                             #1.0 million        (2003: #0.8 million)



Ruskinn Life Sciences, which makes medical microbiology and research products,
contributed sales of #1.0 million in 2004, significantly up on last year (2003:
#0.8 million) as a result of the release of capital equipment budgets, which
were frozen for most of 2003.  Margins however, were adversely affected by
supply and manufacturing issues, reducing the contribution to the Group.
Management is currently addressing these issues to maintain the momentum in
sales and return margins to a higher level.



The Group is investing in the development of a new product aimed at the in vitro
fertilisation market (IVF), with the anticipated launch of the product in mid
2006.  The IVF market is already large and growing and with increasing
regulation demanding the correct environment for this procedure, Ruskinn expects
to develop a significant business in this field.



Defence


Sales                             #0.7 million        (2003: #2.8 million)



As anticipated, defence sales reduced significantly in 2004 to #0.7 million
(2003: #2.8 million), accounting for less than 3% of Group turnover.  The build
up for the Gulf conflict in 2003 resulted in one off reagent sales of #1.3
million, which was not repeated in 2004.  Moreover, the previous high level of
monitoring in the Gulf region has dramatically reduced post conflict.  Whilst
significant concern still remains world wide with regard to the use of
biological weapons, the current visibility would suggest a continuing low level
of business in the absence of any further conflicts or the development of
regular civil defence monitoring.  Biotrace and Lucigen retain the ability to
meet any significant up turn in orders should the need arise.



Product Development

Expenditure on R&D during the year was similar to 2003 at #1.2 million.  The
Company launched a new replacement instrument for hygiene testing in the first
quarter of 2004 and completed the development of the Air-traceTM air sampler,
which was launched late in the second quarter of the year.  Other projects of a
smaller nature continued throughout the year with Tecra adding to the R&D
expense during the second half.



Corporate Development

IBP, acquired in September 2003 has been integrated into the Group and the
integration of Tecra, acquired in June 2004, is well underway.  Management are
continuing to seek ways in which to add value through new product development,
acquisition of further new products and technologies and by expanding the direct
sales infrastructure.



FINANCIAL REVIEW:



Sales:

Sales for the year were #26.6 million (2003: #19.9 million), a growth of 34%
over 2003 and a compound annual growth rate since 2000 of 37%.



The improvement in sales resulted from the full year effect of the acquisition
of IBP in September 2003, combined with six months contribution from Tecra,
acquired in June 2004 and organic growth.  Sales for the 2nd half were up 26% on
the corresponding period in 2003 and up 14% on the 1st half of 2004.  During the
year, the US dollar declined by 7% relative to sterling following a decline of
11% in 2003.  The average rate used to translate the results of our US
operations declined by 12%, costing the Group #1.5 million in turnover on a like
for like basis.



Gross Margins:

Overall gross margins for the year were 51% (2003: 58%) improving in the 2nd
half as anticipated, to 53% benefiting from the inclusion of Tecra and improved
operating margins.  Gross margin percentages are anticipated to continue at this
level throughout 2005.



Expenses:

Selling and administrative costs, including goodwill amortisation, were #10.0
million (2003: #7.1 million) before exceptional items, increasing as anticipated
over 2003 with the inclusion of a full year of costs of IBP, together with the
selling and administration costs of Tecra included from June onwards.
Amortisation during the period amounted to #0.6 million (2003: #0.3 million).
Excluding the additional costs and amortisation noted above, underlying
overheads remained at 2003 levels.



Result for the Year:

The profit before taxation was #2.2 million compared with #3.3 million in 2003.
Exceptional costs of #0.2 million (2003: #0.2 million) were incurred in relation
to the restructuring of the business on a geographical basis after the
acquisition of Tecra.  The associated costs were incurred mainly in the UK and
are combined with the cost of relocating the Lucigen business to Bridgend, South
Wales and the change to direct distribution in North America.



Taxation:

The tax charge for the year of #0.8 million (2003: #0.5 million), represents an
equivalent consolidated tax charge of 38%.  As predicted the tax charge has
increased following the recognition in full in 2003 of the US tax losses
available to the Group and increasing the deferred tax asset.  Consequently the
Group does not yet pay federal taxes on profits in the US but the tax charge
incurred is set against the deferred tax asset on the balance sheet.  The charge
represents a high percentage relative to profit before tax due to the add back
of goodwill amortisation, the majority of which is not allowed for tax purposes,
and higher tax rates outside the UK.



Earnings per share

Earnings per share for 2004 was 3.56p (2003: 7.37p) reduced from the prior year
due to lower earnings, a normalised tax charge and a greater number of shares in
issue.  To aid comparison with the current period, restating 2003's earnings
with a 38% tax charge would have reduced earnings by #0.7 million and given
earnings per share of 5.39p.



Dividend:

The profitability of the Group coupled with the continuing strong cash flow, has
enabled the Board to recommend a final dividend of 1.15p per share, which
combined with the interim dividend of 0.25p paid in October, gives a total
dividend of 1.40p per share for the year amounting to #0.5 million. This
represents an increase of 22% over 2003.



Cash flow:

Cash flow from operating activities was robust, increasing by 22% over 2003 to
#3.5 million (2003: #2.9 million) and has grown at a compound annual growth rate
of 28% since 2000. The net cash inflow from operating activities was offset by
investment in Tecra of #5.5 million, combined with net capital expenditure of
#0.7 million, corporation tax payments of #0.9 million and dividend payments of
#0.5 million.



Balance Sheet:

Equity shareholders' funds have increased by 9% to #16.5 million arising from
the retained profits for the period of #0.8 million, combined with a foreign
currency exchange gain of #0.3 million and the issue of #0.3 million worth of
new shares.



575,000 ordinary shares were issued in the year, to satisfy the exercise of
options and warrants in the period.



Capital investment totalled #0.7 million for the year (2003: #0.8 million).
Intangible assets increased to #13.1 million from the valuation of patents, know
how and trademarks arising on the acquisition of Tecra and an increase of #0.3
million in the amount payable on the acquisition of Fred Baker Scientific
Limited.  Since the year end the amount of deferred consideration related to
this acquisition has been agreed with the payment of #0.9 million in loan notes,
which are redeemable within an eighteen month period from July 2005.



Stocks increased in the period by #1.0 million to #3.9 million, arising
principally from the acquisition of Tecra combined with some increased
stockholding of instruments at the year end.  Debtors decreased marginally year
on year despite the addition of Tecra debtor balances of #0.5 million.



Cash and indebtedness:

Cash balances at the year end amounted to #0.8 million, with borrowings of #4.1
million giving a net debt position of #3.3m, representing gearing of 20%.  By
the year end, the depreciation of the US dollar had reduced the balance of the
loan liability in the Group's balance sheet by #0.3 million, with #4.1 million
outstanding at 31 December 2004.



OUTLOOK:



The restructuring of the Group has resulted in greater efficiency and
productivity and this was reflected in part in our second half performance.
Trading at this early stage in 2005 is encouraging as the level of profitability
achieved in the second half of 2004 is still in evidence.  The Company is now
much stronger in an increasingly competitive environment with greater direct
sales, more own brands and a high level of repeat consumable business.



Growth over the long term will continue to be driven by the Industrial division,
through a combination of organic growth and strategic acquisitions as the
industrial microbiology market continues to consolidate.  The Life Science
division will be more visible in its contribution to growth of the Group when
the IVF products are launched and sales commence from 2006 onwards.  The Defence
division will, as in the past, continue to perform better in some years than
others but it provides us with high quality and profitable business when
contracts are won.



Biotrace remains strongly cash generative and is well positioned to take
advantage of the opportunities for profitable growth that will add value for
shareholders.





                         GROUP PROFIT AND LOSS ACCOUNT
                      for the year ended 31 December 2004


                                                              Note      2004        2004        2003        2003
                                                                       #'000       #'000       #'000       #'000

TURNOVER                                                         1
Continuing operations                                                              25136                   17047
   Acquisitions                                                  3                  1503                    2854
                                                                                   26639                   19901
Cost of  sales                                                                   (13108)                  (8339)

GROSS PROFIT                                                                       13531                   11562
Selling and administrative expenses - ordinary                       (10005)                  (7119)
                                    - exceptional                2     (157)                   (185)
                                                                     (10162)                  (7304)
Development costs                                                     (1155)                  (1131)
                                                                                 (11317)                  (8435)

OPERATING PROFIT
Continuing operations                                                               2031                    2870
   Acquisitions                                                                      183                     257
                                                                                    2214                    3127
Share of operating profit in associate                                                19                      55
Share of operating profit in joint venture                                            57                      51
TOTAL OPERATING PROFIT & SHARE OF JOINT VENTURE AND                                 2290                    3223
ASSOCIATE

Interest receivable and similar income  - Group                                       82                     161
                                        - Joint Venture                                1                       1
Interest payable and similar charges    - Group                                    (114)                    (33)   
                                        - Joint Venture                             (50)                    (50)



PROFIT ON ORDINARY ACTIVITIES BEFORE EXCEPTIONAL ITEMS &
TAXATION                                                                2366                    3497
Exceptional costs                                                      (157)                   (185)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION                                       2209                    3312

Tax on profit on ordinary activities                             4                 (843)                   (526)

PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION                                        1366                    2786


Equity minority interests                                                              9                    (54)

PROFIT FOR THE FINANCIAL YEAR                                                       1375                    2732

Dividend                                                         5                 (547)                   (440)

RETAINED PROFIT FOR THE FINANCIAL YEAR                                               828                    2292


EARNINGS PER SHARE - basic                                                         3.56p                   7.37p
                   - diluted                                                       3.53p                    7.24p
                   -  before exceptional items                                     3.84p                    7.78p
                   -  before amortisation & 
                      exceptional items                         6                  5.27p                   8.60p        
                                    









                            GROUP STATEMENT OF TOTAL
                          RECOGNISED GAINS AND LOSSES
                      for the year ended 31 December 2004


                                                                           2004         2003
                                                                          #'000        #'000

Profit for the financial year                                              1375         2732
Difference in net investment in foreign enterprises arising
from changes in foreign currency exchange rates                             284        (212)

TOTAL RECOGNISED GAINS AND LOSSES                                          1659         2520






                              GROUP BALANCE SHEET
                              At 31 December 2004


                                                               Note          2004        2003
                                                                            #'000       #'000
FIXED ASSETS
Intangible assets                                                 3         13110        8183
Tangible assets                                                              2737        2577
Investments in joint venture
                     - share of gross assets                                  764         754
                     - share of gross liabilities                           (610)       (606)
Investment in associate                                                         -         727

                                                                            16001       11635

CURRENT ASSETS
Deferred tax asset                                                4           460         875
Other debtors due in more than one year                                       100         205
Debtors due in less than one year                                            5047        5071
Debtors                                                                      5607        6151
Stocks                                                                       3905        2919
Cash at bank and in hand                                                      758        4221
                                                                            10270       13291


CREDITORS - Amounts falling
due within one year                                                        (6192)      (5267)
NET CURRENT ASSETS                                                           4078        8024


TOTAL ASSETS LESS CURRENT LIABILITIES                                       20079       19659

CREDITORS - Amounts falling
due after more than one year                                               (3027)      (4081)



PROVISIONS FOR LIABILITIES AND CHARGES                                       (99)           -


TOTAL NET ASSETS                                                            16953       15578

CAPITAL AND RESERVES
Called up share capital                                                      3887        3829
Share premium account                                                        9921        9707
Revaluation reserve                                                            29          29
Merger reserve                                                                390         390
Profit and loss account                                           7          2243        1131


EQUITY SHAREHOLDERS' FUNDS                                        8         16470       15086

Equity minority interest share in net assets                                  483         492
                                                                            16953       15578






                           GROUP CASH FLOW STATEMENT
                      for the year ended 31 December 2004


                                                                     Note         2004         2003

                                                                                 #'000        #'000

NET CASH FLOW FROM OPERATING ACTIVITIES                             9             3519         2883

RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received                                                                   83          164
Interest paid                                                                    (151)         (79)
Interest paid in respect of hire purchase agreements                               (1)          (4)
                                                                                  (69)           81



TAXATION
Amounts paid in respect of tax                                                   (866)        (696)


CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets                                        (726)        (847)
Payments to acquire intangible fixed assets                                        (4)            -
Receipts from sale of tangible fixed assets                                         57           30
                                                                                 (673)        (817)

ACQUISITIONS AND DISPOSALS
Purchase of subsidiary undertakings                                             (5672)       (4796)
Net overdraft acquired with subsidiary                                               -         (14)
Cash acquired with business                                                        204          151

                                                                                (5468)       (4659)

EQUITY DIVIDENDS PAID                                                            (539)        (349)


NET CASH OUTFLOW  BEFORE FINANCING                                              (4096)       (3557)

FINANCING

Issue of ordinary share capital                                                    272          164
Increase in debt:
New secured loan repayable
within 1 year                                                                    (352)          845
after more than 1 year                                                             714         3180
Repayment of capital element of hire purchase and finance lease
agreements                                                                        (18)         (22)
                                                                                   616         4167

NET CASH (OUTFLOW)/INFLOW                                          10           (3480)          610



Notes



1.  TURNOVER

An analysis of turnover by geographical area is as follows:


                                                       2004               2003
                                                      #'000              #'000

Europe, Middle East & Africa                          11851              12378
Americas                                              12782               6545
Asia Pacific                                           2006                978
                                                      26639              19901



An analysis of turnover by sector is as follows:


                                                       2004               2003
                                                      #'000              #'000

Industrial                                            24949              16256
Life Science                                           1018                805
Defence                                                 672               2840
                                                      26639              19901



2.  EXCEPTIONAL ITEMS


Included in selling and administrative expenses are exceptional items of #0.2
million (2003: #0.2 million) of costs associated with the restructuring of part
of the Group's activities. These expenses arose through the restructuring of the
business on a geographical basis after the acquisition of Tecra.  These
associated costs were incurred mainly in the UK and are combined with costs
relating to the relocation of the Lucigen business to Bridgend, South Wales and
the change to direct distribution in North America.



3.  INTANGIBLE ASSETS


During the year the Group made the following investments:



On 11 June 2004 the Company, through an Australian subsidiary company Biotrace
Australia Holdings Pty Limited, acquired the remaining share capital of Tecra
for #5.5m.  Previously through Biotrace International BioProducts Inc, Biotrace
held 21% of the ordinary shares of Tecra as an associate.  The provisional fair
value of the assets acquired with the company were:




                                                           Book value     Adjustments     Fair value
                                                                #'000           #'000          #'000
Fixed assets - tangible                                           467               -            467
                    - patents                                    1506            2855           4361
                    - other intangible                              -            1471           1471
Stocks                                                            770               -            770
Debtors                                                           782              64            846
Creditors                                                       (946)               -          (946)

                                                                 2579            4390           6969


Satisfied by the following consideration:
Cash                                                                                            5218
Shares already owned at fair value (see note below)

                                                                                                1400
Acquisition costs                                                                                317
Net cash acquired                                                                                 34

                                                                                                6969



A fair value adjustment of #770,000 has been made to increase the value of the
shares in Tecra held by IBP prior to Biotrace's acquisition of the US company
which has decreased the amount of goodwill arising on the acquisition of IBP in
2003. A fair value adjustment was made to recognise the value of the patents and
other intangible assets acquired in Tecra.



Tecra's contribution to the operating profits since acquisition is set out
below:


                                                                       11 June -
                                                                     31 December
                                                                            2004
                                                                           #'000
Turnover                                                                    1503
Cost of sales                                                              (402)


Gross profit                                                                1101
Selling and administrative expenses                                        (918)

Operating profit                                                             183




4.  TAXATION

The Group tax charge amounted to #0.8 million.  This includes #0.4 million
current tax and #0.4 million deferred tax.  The deferred tax charge relates to
the reduction in the deferred tax asset arising from the utilisation of US tax
losses.  The 2003 group tax charge consisted of UK and overseas tax charge
totalling #0.9 million offset by a deferred tax credit of #0.4 million relating
to the full recognition of US tax losses.



5.  DIVIDEND
                                          2004               2003
                               pence per share    pence per share


Dividend - interim paid                   0.25                 -
         - final proposed                  1.15               1.15





The dividend proposed in respect of the year ending 31 December 2004 will be
payable on 16 May 2005 to shareholders on the register on 15 April 2005.



6.  EARNINGS PER SHARE


Earnings per share is based on the profit after taxation of #1.4 million (2003:
#2.7 million) and the weighted average number of shares in issue during the year
of 38,633,574  (2003: 37,072,508). Diluted earnings per share is based on the
profit after taxation of #1.4 million (2003: #2.7 million) and 38,899,921 (2003:
37,734,250) ordinary shares.



The Group has calculated an earnings per share before exceptional items in order
to inform shareholders of the underlying position of the Group's results.  The
earnings before exceptional items is calculated in the following way:


                                                                  2004            2003
                                                                 #'000           #'000
Profit after tax and minority interests                           1375            2732
Add:  Exceptional administrative expenses                          157             185
Less: Tax on exceptional items (cost only)                        (47)            (32)
                                                                  1485            2885



In addition earnings per share before exceptional items and
amortisation has been calculated as follows:-


                                                                  2004            2003
                                                                 #'000           #'000
Profit before exceptional items                                   1485            2885
Add:  Amortisation of intangibles                                  603             345
Less:  Tax on amortisation                                        (50)            (42)
                                                                  2038            3188



7.  Profit and loss account
                                                               2004               2003
                                                              #'000              #'000

Accumulated profits/(losses) brought forward                   1131              (949)
Profit for the year                                            1375               2732
Exchange difference on translation                              284              (212)
Dividend interim paid, final proposed                         (547)              (440)
Accumulated profits carried forward                            2243               1131





8.  Reconciliation of movements in
    shareholders' funds
                                                               2004               2003
                                                              #'000              #'000
Profit for the year                                            1375               2732
Dividend paid and final proposed                              (547)              (440)
Profit for the financial year                                   828               2292
Shares issued                                                   272               2203
Exchange difference on translation                              284              (212)

Net increase to equity shareholders' funds                     1384               4283
Opening equity shareholders' funds                            15086              10803
Closing equity shareholders' funds                            16470              15086



9.  Reconciliation of operating profit to
    net cash flow from operating activities
                                                               2004               2003
                                                              #'000              #'000
Operating profit                                               2214               3127
Depreciation and amortisation charges                          1569               1037
Increase in stocks                                            (249)              (276)
Decrease/(increase) in debtors                                  325             (1112)
Decrease in creditors                                         (259)               (73)
Share in joint venture results                                   57                 51
Currency adjustment on intercompany balances                  (138)                129
                                                               3519               2883





10. Reconciliation of net cashflow
    to movement in net funds
                                                               2004               2003
                                                              #'000              #'000
Net cashflow                                                 (3480)                610
Cash inflow from increase in debt                             (362)             (4025)
Cash outflow from decrease in finance lease                      17                 21
financing
Change in net funds from cash flows                          (3825)             (3394)
Loans acquired with subsidiary                                (238)                  -
Finance leases acquired with subsidiary                           -               (37)
Effect of exchange rate changes and non cash                                       
movements
                                                                272                292
Movement in net funds in period                              (3791)             (3139)
                                                                465               3604

Net funds brought forward
Net (debt)/funds carried forward                             (3326)                465





11. Analysis of net funds
                                           B'fwd   Acquisitions         Cash        Other     Exchange   C'fwd
                                           #'000          #'000    movements     non cash    movements   #'000
                                                                                movements
                                                                       #'000        #'000        #'000
                                                                                    
Cash at bank and in hand                    4221              -       (3480)            -           17     758
Overdrafts                                     -              -            -            -            -       -
Net cash                                    4221              -       (3480)            -           17     758

Bank loans:
Due within 1 year                          (782)          (238)          352        (730)          255  (1143)
Due after more than 1 year                (2933)              -        (714)          730            -  (2917)
Finance lease and hire purchase             (41)              -           17            -            -    (24)
agreements
Net funds/(debt)                             465          (238)       (3825)            -          272  (3326)



12. Basis of preparation


The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2003 or 2004. The financial
information for 2003 is derived from the statutory accounts for 2003 which have
been delivered to the registrar of companies. The auditors have reported on the
2003 accounts; their report was unqualified and did not contain a statement
under section 237(2) or (3) of the Companies Act 1985. The statutory accounts
for 2004 will be finalised on the basis of the financial information presented
by the directors in this preliminary announcement and will be delivered to the
registrar of companies following the company's annual general meeting.

This Preliminary Statement was approved by the Board of Directors on 7
March 2005.




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

FR BIGDXCDGGGUR

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