RNS Number:4711K
DCS Group PLC
29 April 2003
29 April 2003
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2002
DCS Group, a leading international IT solutions and services
provider announces its preliminary results for the
year ended 31 December 2002.
Continuing Activities
2002 2001
Sales #69.8m #93.2m
Gross margin 35.8% 33.9%
Operating loss before goodwill amortisation and exceptional items #(0.6m) #(1.4m)
Restructuring costs #7.5m #4.9m
Net debt #18.2m #12.8m
Adjusted loss per share (8.3p) (22.6p)
Highlights
RESULTS REFLECT POSITIVE OUTCOME OF RESTRUCTURING AND RATIONALISATION PROGRAMME
* Progress demonstrated by break-even position in second half 2002 and
return to operating profitability in fourth quarter 2002;
* Operating expenses excluding New Product Development decreased to
#22.6m (2001: #30.0m) a reduction of 24.7% reflecting the benefits of the
restructuring programme;
* On a trading basis the Group generated cash of #2.0m (2001: outflow
of #1.0m) before paying interest of #1.4m (2001: #1.7m) and restructuring
charges of #6.0m (2001: #5.5m);
* New Product Development cost was #3.0m (2001: #3.0m) investing
predominantly in the future of the Automotive Division;
* Increased banking facilities to #23.8m (2001: #18.8m);
* DCS Automotive, Europe's market leader, successfully launches new
products including DCS Quantum and EuroPlus, and establishes new business
partnerships with SAP, MAN and a joint venture with Sime Darby;
* DCS Transport & Logistics, an international market leader, reports
another successful year with new business wins including Giraud International,
APL Logistics.
Colin Amies, Chairman, said:
"We are pleased to announce that the Group has returned to operating
profitability in the fourth quarter of 2002. This is a strong endorsement of
the management's actions to undertake a thorough restructuring programme and
refocus the Group on key vertical sectors. Our strong positions in Automotive
and Transport and Logistics, give us confidence that the Group is well placed to
continue this improvement in performance in 2003".
Contact: Stephen Yapp, Chief Executive
Colin Campbell, Group Finance Director
DCS Group plc
Tel: +44 (0)20 7920 6285
Ginny Pulbrook
Citigate Dewe Rogerson
Tel: +44 (0)20 7282 2945
CHAIRMAN'S STATEMENT
As a result of the sharp downturn in trading conditions that began in 2001 and
continued throughout 2002, your Board resolved to take firm action to resize its
operations to match the reduction in demand and eliminate any unprofitable
businesses from the Group, whilst continuing to invest in focused areas of high
opportunity.
This has been a challenging process but the results are now evident and has
resulted in the Group returning to operating profitability in Q4. The Group
broke-even at operating profit for the second half of 2002 in spite of very low
demand. Despite this restructuring the Group has continued to develop both
important new relationships with partners and customers as well as fostering
existing relationships. However, the restructuring process has resulted in a
higher level of debt than at the start of the year. Encouragingly new banking
facilities are in place to address this.
DCS Automotive's position as European leader in its field has been confirmed by
the 'European Automotive IT Solutions Provider 2003 Accreditation' as well as
the 'Dealers Choice Award' by the European Institute of Transport Management.
During the year, the Group rolled-out our EuroPlus product to over 300
independent retailers across the Renault network in France, and is now
installing this product in Germany and also in Asia through its Joint Venture
with Sime Darby Motor Group (HK) Ltd. The launch of the new Quantum product for
larger and more complex dealerships, developed as a result of our partnership
with SAP, has attracted wide interest as well as a large contract in Germany
with MAN, one of Europe's leading truck manufacturers.
DCS Transport and Logistics has continued its strong profitable development
despite difficult market conditions, with major contracts signed with Giraud
International, Hitachi and SDV in America. The Division has strengthened its
position as the leading international provider of solutions for transport and
logistics companies with more than 25,000 users worldwide.
DCS Industry Solutions has experienced particularly tough trading and has
responded during the year with further reductions in staff. Nevertheless, it has
made a modest contribution to the Group operating profit and has signed new
contracts with 02, Telewest and the Lyndale Group Ltd.
The operating loss (before goodwill amortisation and exceptional items) for the
Group as a whole was #0.6m from revenues of #69.8m after expensing #3.0m on
product development. Restructuring costs totalled #7.5m, interest #1.4m,
amortisation #3.7m (including #1.3m exceptional impairment) and other
exceptionals #1.0m, resulting in a loss before taxation of #14.2m. Net bank
borrowings at the end of the year amounted to #18.2m.
As announced on 21 February 2003, the Group entered negotiations to acquire
BSOFTB, a non-trading cash shell, earlier this year to facilitate access to
funds for the Group's corporate development plans. Unfortunately, due to the
extreme market conditions, we had to withdraw from these discussions as
announced on 25 March 2003. However, it still remains the objective of the Board
to implement appropriate actions to reduce the level of borrowings.
Due to the current size of DCS Group plc, its existing shareholder base and the
lower cost of complying with the Alternative Investment Market (AIM)
regulations, the Board believes that it is appropriate for the Group to move to
AIM. This will be effected as soon as possible. The admission to AIM will not
affect the way in which shareholders buy or sell their shares.
I would like to take this opportunity to thank all our staff across our
operating companies for their hard work and dedication. In what has been a
difficult period for the Group they have worked unceasingly and the improvement
in trading is a result of their drive and determination.
The return to profitability in Q4 and break-even in the second half is
encouraging and the Group will see further benefits of the restructuring in
2003. We have continued this progress, with the Group recording operating
profits in line with expectations for the first quarter, and anticipate that
2003 will see the Group return to operating profitability.
Colin Amies
Chairman
29 April 2003
GROUP REVIEW
DCS TRANSPORT & LOGISTICS SOLUTIONS
DCS Transport & Logistics Solutions (DCST&LS) is a software solutions provider
to the international transport and logistics industry. DCST&LS has a strong
market position with over 25,000 users in 72 countries, 50% of which are based
in Europe, 36% in the USA and 14% in Asia. The Division operates from offices in
the UK, Germany, the Netherlands, Belgium and North America, and its key
customers include APL Logistics, Bax Global, Danzas, Geodis, Giraud, Kuehne &
Nagel and Schenker. Customisation requirements and ongoing support and
maintenance for DCS' proprietary software enable DCST&LS to form and sustain
long-term customer relationships.
The European T&L market consists of a number of large international players.
There are some 70 T&L companies whose sales exceed one billion Euros. These
represent 35% of total European revenues in the industry and DCST&LS is
currently active in 18% of these 70 companies. Approximately 85% of European
road transport is focused on the UK, Germany, France, Benelux and Switzerland,
all of which are key strategic markets for the Division's continued growth.
2002 has been another profitable year for DCST&LS in spite of the widely
reported reduction in volumes of global trade affecting the freight industry.
During the period, sales were #13.2 million (2001: #13.0 million), generating an
operating profit before exceptional items of #1.3 million (2001: #1.3 million).
The Board believes that there is a significant opportunity to grow DCST&LS
further in the medium term given that there is a substantial portion of the
potential market that is yet to be targeted. DCST&LS' strategy is to firstly
ensure that the market desirability and competitiveness of their offers is
maintained and enhanced by developing technologies in conjunction with customer
funding. This includes the development of its current product functionality onto
an independent platform solution using J2EE, while continuing to offer its
existing solutions on a UNIX platform as well as IBM i-Series. Secondly, they
plan to increase their geographical footprint in Europe, with successes in this
area already achieved during the period.
The core product 'DCSi.Logistics' continues to be enhanced by the incorporation
of newly developed Java modules. These developments have attracted attention
from both existing customers and new prospects alike, resulting in an
encouraging level of contracts with new companies during the year. New modules
that are already developed and incorporated include Track and Trace, Graphical
Load Planning, Webstock, Webtrack and Request for Quotation.
Over the next few years this development work will completely transform the
DCSi.Logistics suite of applications by consolidating our product and solutions
across all of our operating companies within DCS Transport & Logistics
Solutions, thereby going to market with a "best of breed" solution through a
modular approach. This approach will allow both new and existing customers a
faster return on investment together with a wider choice of hardware platforms
as we continue to invest in our product architecture.
During 2002, considerable progress was made in increasing our geographical
spread in Europe thanks to strong campaign activity and external consultancy
services to identify the key targets. Business wins include Maersk - part of the
Danish AP Moller shipping organisation - who have taken DCST&LS' Transport
Management System (TMS) for their French Division. Success has also been
achieved with JAS - the Italian freight forwarder with 35 offices around the
world - who will eventually have 1,200 users of DCSi.Logistics when fully
implemented in 2004.
One of the most significant wins within Europe during the period was with Giraud
International, the fourth largest transport company in France, who selected the
DCSi.Logistics suite of products to be used to drive their forwarding and
logistics operations across Europe. When fully implemented, there will be more
than 1,000 Giraud end-users of DCS' Transport Management System across Europe.
This important project will have a three-fold benefit for DCST&LS as it provides
a major foothold into the French marketplace, a significant increase to the base
product functionality and an advanced TMS application in line with Giraud's
forward looking concepts for their business.
The American operation of DCST&LS has also enjoyed continued success and strong
revenues in 2002. During the period, significant contracts were won with
Californian-based Hitachi, who has contracted DCS to supply freight forwarding,
Customs House Brokerage (CHB), Webtrack and our Warehouse Management System
(WMS) for their USA operations. In addition, SDV in America, part of the large
French Bollore group, will be using DCS software for freight forwarding and
Customs House Brokerage across all of their US-based locations.
Business wins were also achieved with Mitsubishi based out of New York, Anthem -
a New Jersey-based LSP (Logistics Service Provider) and Cargo Brokers - an
Atlanta-based freight forwarder who has successfully implemented DCSi.Logistics
throughout their 5 local offices in less than 60 days from software product
selection.
2003 will see a further consolidation in DCST&LS' international sales approach
by fully integrating their US operation with their other operations in Europe,
resulting in a cohesive operating Division of the Group with one product
strategy.
This, coupled with the successes of the past eighteen months, the strength and
profile of our customer relationships, and the continued investment into the
core product, means that the Division is well positioned.
DCS AUTOMOTIVE
Established in 1976, DCS Automotive has developed into Europe's leading provider
of innovative IT business solutions to the automotive retail sector. During
2002, the Division maintained their dominant positions in the French, German and
Swiss marketplaces. The Division operates from offices in France, Germany, the
UK, Switzerland and Spain, servicing its 11,000 customer base. The Divisions'
products are endorsed by the majority of the top 13 car manufacturers, who
account for 84% of light vehicle sales and control 67% of sales points in
Europe.
The European marketplace is set for significant change in the coming years as
traditional new dealer markets shrink. In 2002 there was a fall of 5.7% in the
number of motor dealerships to 92,000, whilst networks in large cities continue
to consolidate. During the period, the European car market declined by 4%
overall. Compounding these various market factors are the new rules of Block
Exemption, which have delayed purchasing decisions, thus affecting our
automotive revenues.
In order to ensure the long-term profitability of the Division, four key
activities were undertaken during the period:
* the rationalisation of all our European offices costing #6.6 million in
profit, and a reduction in the number of employees from 693 to 563, a fall
of 18.8%;
* withdrawal from the low-margin hardware services business, coupled with
the retirement of any unprofitable legacy solutions;
* the creation of the Automotive Board to focus the Divisions' activities
around a pan-European perspective and to introduce a matrix management model
incorporating Key Account and Business Development Management, Product
Development and Marketing;
* the launch of our two new pan-European products onto the European
marketplace, namely DCS Quantum powered by SAP(R) and EuroPlus.
Against this economic backdrop and the realignment of the business, sales were
#32.9 million, 35.2% down on last year (2001: #50.8 million) returning an
operating loss before exceptional items of #1.0 million (2001: loss #0.8
million).
The Group's strategy for DCS Automotive is to retain our market-leading position
in Europe and to establish growth in new markets. This will be achieved through
a combination of our technical expertise, in-depth understanding of the
marketplace and by extending our software product offering on a pan-European
basis. These two strategic offerings are DCS Quantum and EuroPlus and with the
support of both SAP and the vehicle manufacturers, we will be able to extend our
geographical footprint. In parallel to these two strategic offerings, we also
offer a combination of our mid-range territory specific solutions, namely our
Global DMS, Formel I and BM Auto products. During 2002, we invested #2.7 million
in New Product Development, primarily in our pan-European offering.
DCS Quantum, developed on the mySAP.com(R) platform, is a powerful Business
Management Solution designed to offer large dealers the ability to move towards
multi-franchise and multi-country operation, due to Quantum's exceptional
business integration functionality. It enables manufacturers to drive down costs
and streamline their European DMS operations, while allowing us to reinforce our
return on investment strategy, backed by the power of our strategic alliance
with SAP. During 2002, we continued to invest in DCS Quantum and further
investment will continue during 2003 through a combination of customer and
SAP-funded development.
Our EuroPlus product has been developed using Windows technology for the smaller
independent dealership market. There are over 300 installations in France since
its launch across the Renault network, and following first quarter 2003 pilots
in Germany, the product will be actively sold through a combination of direct
sales and channel partners in our German, Swiss and Austrian markets. EuroPlus
is also currently under evaluation for the UK and Spain. Further endorsements
are expected in 2003 and the Automotive Board is confident that EuroPlus will
enable us to penetrate this substantial sector of the market across Europe and
worldwide.
Our Product Strategy has started to pay dividends - the European Automotive IT
Solutions Provider 2003 Award from EITM confirms we are on the right track. The
latter part of 2002 saw detailed negotiations culminating in a Euro1.5 million
contract with MAN Nutzfahrzeuge Group, a leading European manufacturer of trucks
and buses. DCS will provide DCS Quantum to MAN service sites across Europe as
well as consultancy services and support. DCS Quantum is also currently on pilot
at one of the largest multi-site VW & Audi dealerships in Germany, and the
Finance & Controlling Module is being actively sold and marketed across the
region with the HR element being launched in 2003. Suitable Quantum pilot sites
are currently being identified in our UK, Swiss and French markets.
During 2002, France enjoyed a number of business wins with their BM Auto
solution, and increased their share of the Nissan network from 15% to 50%. In
addition, success was achieved through DCSNET, the middleware that interfaces
back into BM Auto and Global DMS thus offering increased functionality to
dealers' existing systems. Our Spanish operation performed in line with
budgetary expectations during 2002 and retained their market share.
The UK Automotive business has had a challenging year, however there were
business wins with one of the major UK dealer groups Hendy for DCS' front-end
Showroom solution. The eBusiness application xCenta continued to penetrate large
dealer groups, specifically within Reg Vardy.
As part of the Divisions' geographical strategy, the UK business signed a major
Joint Venture agreement with Sime Darby in the Far East. DCS AsiaPac will
harness both DCS' technical expertise, and Sime Darby's existing presence in and
knowledge of the Chinese automotive dealer market, to deliver IT solutions into
this expanding sector with EuroPlus being the foundation product. The Chinese
market has seen rapid growth in the last 12 months and prospects currently look
good for substantially extending the use of our solutions across the
Asia-Pacific rim.
Across Europe, we continued to monitor our levels of customer satisfaction and
this initiative will continue during 2003 and beyond. An independent survey of
our customers within the German BMW network revealed that over 93% of dealers
were completely satisfied with DCS' service & software. In France, customer
satisfaction levels for maintenance and hotline rose from 75.7% in January, to
90.9% at year-end.
2003 and beyond should present major opportunities for the automotive business
as a whole. It has strong customer relationships, the largest customer base in
Europe and now has two of the most innovative pan-European solutions available
on the marketplace today. Couple these factors with its years of experience, the
strategic alliance with SAP, its streamlined operations and the strong
management team that is in place, the Division is well placed to return to
operating profitability from 2003.
DCS INDUSTRY SOLUTIONS
DCS Industry Solutions comprises both our DCS eIntegration Division and our
Belgium-based IT consultancy business AC Partners. DCS Industry Solutions is a
provider of integrated IT solutions to the chemicals and pharmaceuticals, food
and drink, manufacturing and other industries.
Solutions provided to clients include consultancy, software, hardware, systems
integration and infrastructure products utilising IBM and other 3rd party
product offerings, selling and implementing the full range of IBM's e-server
hardware platforms and storage. The Division has offices in the UK and Belgium.
DCS eIntegration is primarily focused on:
* Enterprise Resource Planning (ERP) solutions for Process Manufacturing
through their SSA GT and SAP partnerships
* e-commerce solutions adopting IBM Websphere for the Retail sector
In common with all IT solution vendors, the Division experienced a contracting
marketplace during 2002.
Against this background sales were #23.7 million (2001: #29.4 million)
generating an operating profit before exceptional items of #0.8 million (2001:
#0.3 million).
Our Belgium-based company AC Partners continued to perform well during the year
and generated a profit despite the reduction in demand for IT consulting
services mainly within the financial, insurance and banking sectors. The company
enjoys a strong market reputation which, in turn, enables it to attract and
retain a desirable skill set for its chosen markets. During 2003, there will be
an initiative to develop new markets for AC Partners, leveraging the strong
customer relationships that they have established in Belgium.
During 2002, eIntegration was able to increase its market share for IBM midrange
server platforms whilst controlling costs to cope with a reduced demand for
services. The growth in server platform sales has been based on building
excellent customer relationships, innovative sales campaigns and a strong
technical capability. Our partnership with IBM has strengthened further and
enabled us to formulate attractive offers for our customers that meet their
needs for long term functionality with proven return on investment.
During 2002, major sales were made to O2, Telewest, Project Telecom, Symphony
Furniture and Powergen.
SSA Global Technologies, our partner for the iSeries BPCS ERP solution,
continued to deliver improved financial performance during 2002 and grew its
customer base through the acquisition of Interbiz from Computer Associates and,
at the end of the year, Infinium Software. The renewed confidence in SSA GT has
assisted DCS eIntegration in winning significant BPCS system upgrades from its
base, with successful implementations at Saffil Ltd and the Lyndale Group
Limited. DCS eIntegration is planning to extend its partnership with SSA GT to
generate mutually incremental business from SSA's corporate client base.
Our SAP division achieved a number of customer successes during the year, most
notably at Omega plc, a leading UK kitchen manufacturer, where an end-to-end ERP
solution was implemented. In addition, successful projects were carried out
within a number of clients, including Penguin Books and Novartis. Our
relationship with SAP has focused on a repeatable proposition to the food and
drink sector. To support this, we are offering a templated solution with
pre-configured functionality that reduces implementation time and risk.
The year saw falling demand for web commerce solutions but, encouragingly, two
significant contracts with Wensum and Retail Variations were won towards the end
of the year. These sales underpin the view that web-based commerce is becoming
increasingly viable as an important strand of many companies' multi-channel
sales and marketing strategies. The Company has also built on the previous
year's success with Laura Ashley by helping them to increase their eCommerce
revenues. This has been achieved by focusing on reliable support and ongoing
contributions towards innovative site design and refresh strategies.
The business climate has forced many companies to consolidate their IT portfolio
and extend the useful life of their existing systems. The Division has focused
on delivering solutions that support this strategy and add value to customers'
existing systems. This has covered Business Intelligence for the worldwide
luxury goods group LVMH, automated data capture for ABS Pumps, security
infrastructure for G W Padley and high availability solutions for companies such
as S&A Foods. As customers continue to resist full ERP system replacement, the
capability to offer these add-on specialised solutions has become increasingly
important.
The market outlook for Industry Solutions for 2003 and 2004 remains challenging.
FINANCIAL REVIEW
Analysis of trading activities
Sales on continuing activities fell by 25.1% during the year, mainly in the
Automotive Division, as the Euro migration projects across Europe were completed
and we exited from unprofitable segments of our business. Although this was a
difficult trading year in uncertain global markets, the Group continues to
progress.
On continuing activities:
* Progress demonstrated by break-even position in second half 2002 and
return to operating profitability in fourth quarter 2002.
* Gross margin before exceptionals increased to 35.8% (2001:33.9%).
* Operating loss before exceptionals and goodwill amortisation reduced to
#0.6m (2001: loss #1.4m).
* Operating expenses excluding New Product Development decreased to #22.6m
(2001: #30.0m) a reduction of 24.7% reflecting the benefits of the
restructuring programme.
* New Product Development cost was #3.0m (2001: #3.0m) investing
predominantly in the future of the Automotive Division.
* Exceptional restructuring costs increased to #7.5m (2001: #4.9m).
* Borrowings increased to #18.2m (2001: #12.8m).
* On a trading basis the Group generated cash of #2.0m (2001: outflow of
#1.0m) before paying interest of #1.4m (2001: #1.7m) and restructuring
charge of #6.0m (2001: #5.5m).
* Adjusted loss per share was 8.32p (2001: 22.58p).
* Increased banking facilities to #23.8m (2001: #18.8m).
The Group continued with the restructuring programme, which commenced in 2001,
expanding this across central Europe, and reduced our year-end headcount by
21.8%. The focus was to position our offering to meet customer needs going
forward and invest in product development. We continue to be well placed by
virtue of our large existing customer base and our products and services,
equipping us to handle current market conditions with key product offerings and
to develop our business positioning it for growth.
Turnover
Turnover on continuing activities for the year ended 31 December 2002 was down
25.1% to #69.8m (2001: #93.2m), which partly reflects the business exiting
unprofitable markets and products. Business originating from overseas represents
55.7% of turnover (2001: 60.8%). Sales from Transport and Logistics were #13.2m
(2001: #13.0m), from Automotive #32.9m (2001: #50.8m) and from Industry
Solutions #23.7m (2001: #29.4m).
Turnover in the Transport & Logistics Division has remained consistent, rising
1.5% at #13.2m (2001: #13.0m). Within the Division, service revenues remained
consistent, and there was a small increase in software and hardware sales. The
US Company within the Division recovered after the effects of September 11 2001
with increased software sales; however this was offset by a small decline in
software sales within Europe.
Turnover in the Automotive Division declined by 35.2% to #32.9m (2001: #50.8m).
This decline in sales relates to the completion of the two migration projects
and the difficult trading conditions in Europe, in particular in Germany, where
services and hardware have been particularly affected. This is partly
attributable to the planned exiting of the low margin hardware services market.
The continued slow-down in Importer sales in the UK and reduced EuroPlus
hardware and services sales in Europe, are the result of market uncertainty due
to Block Exemption.
Turnover in Industry Solutions declined by 19.4% to #23.7m (2001: #29.4m). This
decline results from a further slow-down of customer spending due to market
uncertainty, coupled with a decline in long-term projects. Subsequently, there
has been a significant decrease in hardware sales and services, as customers
defer implementing new systems.
Gross profit
Cost of sales represents direct labour costs, funded development costs,
subcontractor payments, hardware purchases and software licence fees. Gross
margin increased to 35.8% (2001:33.9%). As we focus on costs, we have reduced
our fixed cost of labour within the gross margin.
Operating expenses
Operating expenses before New Product Development and exceptional items
decreased by 24.7% or #7.4m to #22.6m (2001: #30.0m). This improvement confirms
the benefits from the restructuring programme, implemented during 2001 which
continued into 2002. We are focused on reducing overheads to bring them in line
with the reduction in turnover.
Product development investment was maintained at #3.0m (2001: #3.0m) and was
primarily focused on the Automotive Division. The investment developed our DCS
Quantum and EuroPlus products, which have now been launched on to the European
marketplace.
Operating loss before exceptionals and goodwill amortisation
On a continuing trading basis the operating loss was #0.6m, an improvement from
a loss of #1.4m in 2001. Q4 was profitable before exceptionals and goodwill
amortisation and we expect this to continue into the future.
The Transport & Logistics Division generated an operating profit, before New
Product Development, of #1.6m (2001: profit #1.3m). This was achieved by having
consistent levels of sales, maintaining gross profit margins and by focusing on
overheads.
The Automotive Division incurred an operating profit, before New Product
Development, of #1.7m (2001: profit #1.9m). This decline was attributable to the
large decrease in software and hardware sales, pending the outcome of Block
Exemption. The restructuring programme was implemented and its benefits will be
seen in 2003.
The Industry Solutions Division incurred an operating profit before New Product
Development of #0.8m (2001: profit #0.6m). Profitability increased due to
restructuring during 2002, which had a significant impact on the overheads of
the Division. Significant reductions were made in sales, marketing and
administration expenses.
Exceptional items
The exceptional items for the year on continuing activities total #9.8m (2001:
#6.5m), which relate to restructuring costs of #7.5m (2001: #4.9m), goodwill
impairment of #1.3m (2001: #1.6m) and other corporate costs of #1.0m (2001:
#nil). The restructuring costs of #7.5m (2001: #4.9m) comprise of #0.3m (2001:
#2.6m) in Industry Solutions; #6.6m (2001: #1.6m) in Automotive; #nil (2001:
#0.1m) in Transport and Logistics; and #0.6m (2001: #0.6m) in central costs.
Following the tough trading conditions, the Group has continued a substantial
restructuring programme. The Group is aiming to focus on overheads and thus
increase its profitability. The major part of the 2002 restructuring programme
relates to the Automotive Division in Germany, France and the UK. This has
reduced the overseas headcount by over 200 people - one third of the Division.
Overall, the average number of employees has fallen by 26.2% from 1,271 to 938
and we have closed a further 7 offices.
The exceptional expenses relate to costs and provisions in restructuring the
business. #0.8m (2001: #0.9m) relates to the closure of offices; #5.2m (2001:
#2.9m) relates to staff costs; #1.5m (2001: #0.2m) representing largely legal
and consultancy costs. #nil (2001: #0.9m) relates to the impairment of tangible
assets.
Goodwill amortisation
Goodwill is amortised by equal annual instalments over its useful economic life.
At the time of each acquisition, the Board has estimated the useful economic
life of the purchased goodwill to be ten years.
During the year, the Board reviewed the carrying value of goodwill. Included
within the exceptional items is the impairment of #1.3m in relation to AC
Partners in Belgium.
The goodwill amortisation charge for the year ended 31 December 2002 was #3.7m
(2001: #4.1m).
Operating loss after exceptionals and goodwill amortisation
On continuing activities, the operating loss for the year after exceptional
items and goodwill amortisation was #12.8m, (2001: #10.3m). This is stated after
exceptional items of #9.8m (2001: #6.5m) and goodwill amortisation of #2.4m
(2001: #2.4m).
Investments
At the year-end, an impairment review was performed in line with FRS 11
"Impairment of fixed assets and goodwill". The recoverable amount of assets has
been calculated for each income-generating unit as the greater of market value
and value in use. Discount rates of 15% and 20% were assumed in the calculation
of value in use.
As a result, an impairment of #14.5m (2001: #9.8m) was made in the company
against the carrying value of the investments and inter-company loans.
Interest
Net interest payable during the year was #1.4m (2001: #1.7m). The net interest
payable represents the net cost of borrowings in the form of bank debt and
interest on finance leases.
Loss before tax
The results for the year ended 31 December 2002 show a loss before tax of #14.2m
(2001: loss #4.6m).
Taxation
The tax charge for the full year is #0.1m (2001: #1.0m). This charge has arisen
on profits generated overseas, which are taxed locally. Significant tax losses
have arisen elsewhere for which no deferred tax credit has been recognised.
Loss per share
The basic loss per share adjusted for exceptional items and goodwill
amortisation decreased to 8.32p (2001: 22.58p). This is based on a weighted
average number of shares in issue during the year of 25,040,363 (2001:
24,982,583).
Dividends
The Directors do not recommend payment of a dividend to shareholders. No interim
dividend was paid during the year (2001:0p).
Liquidity and capital resources
The Group during the year has concentrated on its cash and indebtedness. Due to
the significant restructuring programme and continued investment in product
development, the Group increased its net debt to #18.2m (2001: #12.8m).
The debt at 31 December 2002 consists of #17.9m of net bank indebtedness, #0.2m
of finance leases, and #0.1m of loan stock arising from acquisitions of prior
years.
Cash outflow before financing was #5.9m (2001: outflow of #12.2m before the
proceeds from the disposal of the Outsourcing Division and net proceeds of
#21.0m from disposal). The Group on a trading basis generated cash of #2.0m
(2001: outflow of #1.0m) before paying interest of #1.4m (2001: #1.7m) and
restructuring of #6.0m (2001: #5.5m).
Overall, the net cash outflow in the period was #5.9m (2001: outflow of #3.2m).
There were outflows from operating activities of #2.6m (2001: #5.2m), financing
costs of #1.4m (2001: #1.7m), deferred consideration payments of #0.2m (2001:
#4.1m), capital expenditure of #0.7m (2001: #1.8m). These outflows were
substantially covered by utilising our banking facilities.
Changes in accounting policy
Costs incurred on non-funded development have been included in overheads as
these reflect the costs of future products and are not associated with turnover
in the current year.
During 2002, there was #3.0m (2001: #3.0m) invested in New Product Development.
The 2001 profit and loss account has been re-stated to show this change in
accounting policy.
Transfer of listing to AIM
The Board believes that the lower cost of complying with the continuing
obligations on AIM, the advantageous tax benefits to certain classes of investor
in being on AIM, the current size of the Group and its existing shareholder
base, make it a more appropriate market for the Group. The Board has concluded,
therefore, to apply for the Company's entire issued ordinary share capital to be
admitted to trading on AIM. It is expected that dealings in the entire issued
ordinary share capital of the Company will cease on The Official List at close
of business on 14 May 2003 and will commence trading on AIM with effect from 15
May 2003.
The AIM rules require that the Group appoint a nominated advisor and broker
before it is admitted to trading on AIM. Close Brothers Corporate Finance
Limited has agreed to be the Group's nominated advisor and KBC Peel Hunt Ltd has
agreed to be the Group's broker for this purpose.
The admission to AIM will not affect the way in which the Group's shareholders
buy or sell their shares.
The Board is aware that circumstances which may apply to certain of the Group's
shareholders may prohibit them from investing in shares quoted on AIM. The
shares of a company admitted to trading on AIM cannot be held in Personal Equity
Plans or Individual Savings Accounts. Such Group shareholders are advised to
review their position in this respect as soon as possible.
Bank facility
On 28 April 2003, the Group re-negotiated its bank facilities with Barclays Bank
Plc. The overall facility of #18.8m as at 31 December 2002 was increased to
#23.8m.
Consolidated profit and loss account for the year ended 31 December 2002
Before Continuing Total
exceptional items Exceptional items
Year ended Year ended Year ended
31 Dec 2002 31 Dec 2002 31 Dec 2002
Notes #m #m #m
Turnover 2 69.8 - 69.8
Cost of sales (44.8) (1.7) (46.5)
--------- --------- ---------
Gross profit/(loss) 25.0 (1.7) 23.3
Operating expenses - other (25.6) - (25.6)
--------- --------- ---------
Operating loss before exceptional items and 2 (0.6) (1.7) (2.3)
amortisation of goodwill
Exceptional items - (6.8) (6.8)
Amortisation of goodwill (2.4) (1.3) (3.7)
--------- --------- ---------
Operating loss 2 (3.0) (9.8) (12.8)
Profit on disposal of discontinued operations - - -
--------- --------- ---------
Loss on ordinary activities before interest (3.0) (9.8) (12.8)
Net interest payable 2 (1.4)
---------
Loss on ordinary activities before taxation (14.2)
Tax on loss on ordinary activities (0.1)
---------
Loss on ordinary activities after taxation (14.3)
Dividends -
---------
Retained loss for the year (14.3)
---------
Basic and diluted loss per share 4 (57.14)p
Adjusted and adjusted diluted loss per share 4 (8.32)p
Dividend per share 3 0p
Consolidated profit and loss account for the year ended 31 December 2001
Before Continuing Discontinued Total
exceptional Exceptional Continuing
items items activities
Year ended Year ended Year ended Year ended 31 Dec 2001
31 Dec 2001 31 Dec 2001 31 Dec 2001 31 Dec 2001 31 Dec 2001
Notes #m #m #m #m #m
(restated) (restated) (restated)
Turnover 2 93.2 - 93.2 11.7 104.9
Cost of sales (61.6) (0.9) (62.5) (10.1) (72.6)
--------- ---------- --------- ---------- -----------
Gross profit/(loss) 31.6 (0.9) 30.7 1.6 32.3
Operating expenses - other (33.0) - (33.0) (3.1) (36.1)
--------- ---------- --------- ---------- -----------
Operating loss before exceptional 2 (1.4) (0.9) (2.3) (1.5) (3.8)
items
and amortisation of goodwill
Exceptional items - (4.0) (4.0) (0.3) (4.3)
Amortisation of goodwill (2.4) (1.6) (4.0) (0.1) (4.1)
--------- ---------- --------- ---------- -----------
Operating loss 2 (3.8) (6.5) (10.3) (1.9) (12.2)
Profit on disposal of discontinued - - - 9.3 9.3
operations
--------- ---------- --------- ---------- -----------
(Loss)/profit on ordinary activities (3.8) (6.5) (10.3) 7.4 (2.9)
before interest
Net interest payable 2 (1.7)
-----------
Loss on ordinary activities before (4.6)
taxation
Tax on loss on ordinary activities (1.0)
-----------
Loss on ordinary activities after (5.6)
taxation
Dividends -
-----------
Retained loss for the year (5.6)
-----------
Basic and diluted loss per share 4 (22.58)p
Adjusted and adjusted diluted loss 4 (22.58)p
per share
Dividend per share 3 0p
Consolidated balance sheet as at 31 December 2002
31 Dec 2002 31 Dec 2001
#m #m
Fixed assets
Intangible assets - goodwill 13.1 16.8
Tangible assets 2.8 3.8
Investments 0.1 -
-------- --------
16.0 20.6
-------- --------
Current assets
Stocks 0.9 1.3
Debtors 18.8 22.8
Cash at bank and in hand 0.9 3.5
-------- --------
20.6 27.6
Creditors
Amounts falling due within one year (37.9) (39.5)
-------- --------
Net current (liabilities) (17.3) (11.9)
-------- --------
Total assets less current liabilities (1.3) 8.7
Creditors
Amounts falling due after more than one year (4.3) (1.6)
Provision for liabilities and charges (3.3) (1.8)
-------- --------
Net (liabilities)/assets (8.9) 5.3
-------- --------
Capital and reserves
Called up share capital 6.3 6.3
Share premium account 13.5 13.5
Merger reserve 5.7 5.7
Profit and loss account (34.4) (20.2)
-------- --------
Equity shareholders' (deficit)/funds (8.9) 5.3
-------- --------
Consolidated cash flow statement for the year ended 31 December 2002
Year ended Year ended
31 Dec 2002 31 Dec 2001
Note #m #m
Cash outflow from operating activities 5 (2.6) (5.2)
Returns on investments and servicing of (1.4) (1.7)
finance
Taxation (0.5) 0.5
Capital expenditure (0.7) (1.8)
Acquisitions and disposals (0.2) 17.0
-------- -------
Cash (outflow)/inflow before financing (5.4) 8.8
-------- -------
Financing (0.5) (12.0)
-------- -------
Decrease in cash in the year (5.9) (3.2)
-------- -------
Reconciliation of net cash flow to movement in net debt for the year ended
31 December 2002
Year ended Year ended
31 Dec 2002 31 Dec 2001
#m #m
Decrease in cash in the year (5.9) (3.2)
Cash (outflow)/inflow from (decrease)/increase 0.5 12.1
in debt and lease financing
-------- -------
Change in net (debt) resulting from cash flows (5.4) 8.9
Finance leases disposed of with subsidiary - 1.2
-------- -------
Movement in net (debt) for the year (5.4) 10.1
Net (debt) at 1 January (12.8) (22.9)
-------- -------
Net (debt) at 31 December (18.2) (12.8)
-------- -------
Consolidated statement of total recognised gains and losses for the year ended
31 December 2002
Year ended Year ended
31 Dec 2002 31 Dec 2001
#m #m
Loss for financial year (14.3) (5.6)
Exchange adjustments - 0.2
Unrealised gain on investment in associate 0.1 -
-------- -------
Total recognised gains and losses relating to the (14.2) (5.4)
financial year
-------- -------
Reconciliation of movement in shareholders' (deficit)/funds for the year ended
31 December 2002
Year ended Year ended
31 Dec 2002 31 Dec 2001
#m #m
Loss for the financial year (14.3) (5.6)
Dividends - -
-------- ---------
Retained loss for the financial year (14.3) (5.6)
Exchange adjustments - 0.2
Share issues net of expenses - 0.1
Reinstatement of goodwill written off in prior - 4.0
years
Unrealised gain on investment in associate 0.1 -
-------- ---------
Net reduction in shareholders' (deficit)/funds (14.2) (1.3)
Opening shareholders' funds 5.3 6.6
-------- ---------
Closing shareholders' (deficit)/funds (8.9) 5.3
-------- ---------
Notes to the accounts
1. The financial information set out above does not
constitute statutory accounts for the year ended 31 December 2001 or 2002.
Statutory accounts for the year ended 31 December 2001 have been delivered to
the registrar of companies, whereas those for 2002 will be delivered following
the company's annual general meeting. The auditors have reported on those
accounts; their reports were unqualified and did not contain a statement under
section 237 (2) or (3) of the Companies Act 1985.
2. Analysis of trading activities:
Year ended Year ended
31 Dec 2002 31 Dec 2001
Net Net
Operating (liabilities) Operating (liabilities)
Turnover (loss) /assets Turnover (loss) /assets
Turnover, operating (loss)/profit and net (liabilities)/assets by geographical origin
#m #m #m #m #m #m
United Kingdom 30.9 (3.7) (15.1) 48.2 (8.8) (10.8)
Rest of Europe 35.8 (8.5) 2.2 53.2 (1.9) 11.5
USA 3.1 (0.6) 4.0 3.5 (1.5) 4.6
------ ------- ------- ------- ------- --------
69.8 (12.8) (8.9) 104.9 (12.2) 5.3
------ ------- ------- ------- ------- --------
Year ended Year ended
31 Dec 2002 31 Dec 2001
Turnover by geographical #m #m
destination
United Kingdom 24.4 39.8
Rest of Europe 41.0 58.3
America 3.6 5.7
Asia 0.7 0.9
Africa 0.1 0.2
------- -------
69.8 104.9
------- ------
2. Analysis of trading activities
Year ended Year ended
31 Dec 2002 31 Dec 2001
Net Net
Operating (liabilities) Operating (liabilities)
Turnover profit/(loss) /assets Turnover Profit/(loss) /assets
Turnover, operating profit/(loss) and net (liabilities)/assets by class of business
#m #m #m #m #m #m
Transport & Logistics 13.2 1.6 10.4 13.0 1.3 10.6
- New product development (0.3) -
1.3 1.3
Automotive 32.9 1.7 (19.6) 50.8 1.9 (8.4)
- New product development (2.7) (2.7)
(1.0) (0.8)
Industry Solutions 23.7 0.8 (0.4) 29.4 0.6 (3.0)
- New product development - (0.3)
0.8 0.3
-------- -------- --------- --------- --------- ---------
69.8 1.1 (9.6) 93.2 0.8 (0.8)
Central costs (1.7) (2.2)
-------- -------- --------- --------- --------- ---------
(0.6) (1.4)
Discontinued activities - - 11.7 (1.5)
-------- -------- --------- --------- --------- ---------
69.8 (0.6) 104.9 (2.9)
Amortisation of goodwill (3.7) (4.1)
-------- -------- --------- --------- --------- ---------
Operating (loss) before (4.3) (7.0)
exceptional costs
Exceptional costs (8.5) (5.2)
-------- -------- --------- --------- --------- ---------
Operating (loss) after (12.8) (12.2)
exceptional costs
Profit on disposal of - 9.3
discontinued activities
-------- -------- --------- --------- --------- ---------
Loss on ordinary activities (12.8) (2.9)
before interest
Interest (1.4) (1.7)
-------- -------- --------- --------- --------- ---------
Retained (loss) before (14.2) (4.6)
taxation
Central assets 0.7 6.1
-------- -------- --------- --------- --------- ---------
Net (liabilities)/assets (8.9) 5.3
-------- -------- --------- --------- --------- ---------
The segmental analysis in this period has been extended to disclose separately
the costs in relation to new product development, previously shown as part of
the divisional costs. The comparative figures have been re-classified.
3. The directors do not recommend payment of a final dividend to
shareholders (2001: nil p). No interim dividend was paid during 2002
(2001: nil p).
4. The calculation of basic loss per share for the year ended 31
December 2002 is based on the loss for the financial year of #(14.3m) (2001
loss: #5.6m) and a weighted average number of shares in issue of 25,040,363
(2001: 24,982,583). The calculation of adjusted loss per share is based on the
loss for the financial period before exceptional items and goodwill of #(2.1m)
(2001: #5.6m) and the weighted average number of shares in issue of 25,040,363
(2001: 24,982,583).
5. Cash flow statement
Reconciliation of operating (loss) to operating cash flow
Year ended Year ended
31 Dec 2002 31 Dec 2001
#m #m
Operating (loss) (12.8) (12.2)
Amortisation and impairment 3.7 4.1
Depreciation 1.6 2.7
Loss on disposal of fixed assets - 0.5
Decrease in stocks 0.4 0.8
Decrease in debtors 4.0 10.6
(Decrease) in creditors (1.0) (11.3)
Increase/(decrease) in provisions 1.5 (0.4)
--------- --------
Net cash (outflow) from operating (2.6) (5.2)
activities
--------- --------
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BRGDSISDGGXI