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CHR Chelford

207.00
0.00 (0.00%)
20 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Chelford LSE:CHR London Ordinary Share GB00B02TW537 ORD 100P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 207.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Final Results

06/04/2006 8:02am

UK Regulatory


RNS Number:0910B
Chelford Group PLC
06 April 2006




FOR IMMEDIATE RELEASE                                            6 April 2006



                               Chelford Group plc


                          PRELIMINARY RESULTS FOR 2005


Chelford Group plc ("Chelford" or the "Group"), the specialist IT solutions
group, announces its audited for the year to 31 December 2005.


Key points:


   * Results show continued growth in turnover and profits.

   * These results are reported under IFRS.

   * Revenues increased 22% to #14.5m (2004: #11.9m).

   * Group operating profit before tax and amortisation of goodwill increased
     49% to #1.50m (2004: #1.01m). Profit before tax increased 35% to #1.37m
     (2004: #1.01m).

   * Acquisitions during the year contributed to both revenue and profit. If
     Agility Systems and Shian has been in the Group for the full year,
     annualised revenue would have been #18.0m and EBTA #1.81m.

   * Basic earnings per share before goodwill amortisation were 22% higher at
     17.98p (2004: 14.68p).

   * Net cash at 31 December 2005 was #0.90m (2004: #2.10m) after investing
     #2.68m on acquisitions during the year.

   * New customer wins in 2005 included JT Blakeman, Kettle Produce, Uniq,
     George Adams, Glisten Confectionery, Firth Rixson, Supercook, Findel,
     Neopost and Findus.

   * Creation of RFID Solution Centre as a Group centre of excellence to
     drive activities in the emerging RFID market for applications ranging from
     asset tracking to supply chain automation.


On outlook, William Birkett, Chelford's Chairman stated:

"Orders received in the first quarter are encouraging and we are engaged with 
numbers of good opportunities across all operating divisions.  The Board is 
confident of the prospects of the Group for 2006 and anticipates a satisfactory 
outcome for the full year."



About Chelford

Chelford Group plc, the specialist IT solutions provider is headquartered in
Basingstoke, Hampshire and its shares are quoted on AIM (stock code: CHR).
Chelford provides specialist systems solutions for its target markets based upon
its own IPR, SAP, Microsoft and RFID technologies.





For further information, please contact:

Trevor Lewis, Chief Executive                            today: 020-7367-8888
                                                     thereafter: 01256-685400

Steve Liebmann or Susan Scott,                  020-7367-8883 or 07802-888159
Bankside



                              CHAIRMAN'S STATEMENT


Introduction


Continuing the previous two years of strong growth, Chelford Group made
excellent organic progress during 2005 and also expanded the Group product and
service offerings into the complementary areas of Microsoft technology services,
SAP Near Shore support services and RFID through acquisition. The acquisition of
Agility Systems Limited and Shian Limited made during the year fit well with
existing activities, providing greater depth, breadth and resources. The
addition of RFID technologies to Chelford's portfolio takes the group into an
emerging high-growth business segment which introduces asset tracking
opportunities and complements its supply chain solutions businesses.


Acquisitions


In line with our strategy of acquiring complementary businesses capable of
organic growth, 2005 saw the addition of two new acquisitions to the Group. In
August 2005, we acquired Agility Systems Limited specialising in Supply Chain,
Radio Frequency (RF) and Radio Frequency Identification (RFID) solutions. In
October 2005, we acquired Shian Limited, which specialises in two areas of
operation: Microsoft technologies and Business Systems plus SAP Near Shore
support.


These acquisitions are complementary to the SSI and SAP Divisions and offer
opportunities for cross-selling, cross-servicing and bidding. Agility Systems'
subsidiary, RFID Solution Centre, becomes the Group centre of excellence for
RFID, and Shian becomes the Group centre of excellence for Microsoft
technologies and Microsoft Business Systems. In 2006, the Shian SAP Near Shore
operation will be merged into Chelford SAP Solutions.


Results and Finance


The segmental analysis of revenue and profit for 2005 reported under IFRS is:

                                          2005          2004        Change
Revenue:        SSI Division            #7.96m        #7.35m           +8%
                SAP Division            #5.36m        #4.50m          +19%
                Acquisitions            #1.17m             -             -
                ----------------------------------------------------------
                Total                  #14.49m       #11.85m          +22%
                ----------------------------------------------------------

Operating       SSI Division            #1.04m        #0.67m          +55%
profit*:
                SAP Division            #0.04m        #0.29m          -87%
                Acquisitions            #0.36m             -             -
                ----------------------------------------------------------
                Total                   #1.44m        #0.96m          +50%
                ----------------------------------------------------------

* Before amortisation of intangible assets and interest


Group turnover for the year increased by 22 per cent to #14,494,000 (2004:
#11,852,000). Earnings before tax and amortisation of intangible assets were
#1,503,000 (2004: #1,008,000), an increase of 49 per cent. Intangible asset
amortisation was #136,000 (2004: Nil). The profit before tax was #1,367,000
(2004: #1,008,000). Basic earnings per share were 17.98p (2004: 14.68p) and
earnings per share before amortisation of goodwill were 19.99p (2004: 14.68p).


The acquisitions during the year contributed #1,175,000 to revenue and #358,000
to operating profit. On a pro forma basis, had Agility Systems and Shian been in
the Group for the full year, annualised turnover would have been #17,964,000 (an
increase of 52 per cent) and EBTA #1,814,000 (an increase of 80 per cent).


The Group continues to be debt free and cash generative, with year end net cash
of #869,000 (2004: #2,078,000) after investing a net #2,539,000 in acquisitions
during the second half of the year.



Strategy


The Group is committed to a strategy of developing its business by organic
growth and through acquisitions. The results for 2005 show good progress in both
respects. The Group will continue to develop its business organically and seek
complementary acquisitions with the potential for further growth.


Staff


In 2005, we welcomed to the Group the management teams and staff of Agility
Systems and Shian. The Group now employs in excess of 160 people at its offices
in Basingstoke, Darlington and Glasgow. I would like to extend my thanks to the
management team and staff for their commitment and expertise in continuing to
take the business forward during the year.


Outlook


In 2006, the Group will continue to invest in developing our operating divisions
and in bringing to market the new product and service offerings presented by our
recent acquisitions. We will continue to seek new business opportunities in our
target markets and to take advantage of the excellent opportunities within our
extended customer base.

Orders received in the first quarter are encouraging and we are engaged with 
numbers of good opportunities across all operating divisions.  The Board is 
confident of the prospects of the Group for 2006 and anticipates a satisfactory 
outcome for the full year.


William Birkett
Chairman



                            CHIEF EXECUTIVE'S REVIEW


Group Development


Over the past year, Chelford's business has developed further to offer core
system solutions for target vertical markets based on Chelford's own IPR in
TROPOS and Agility's supply chain products plus solutions based on SAP and
Microsoft software. Underlying technology and support services have been
strengthened through the acquisition of a Microsoft Gold Partner in Shian and
through the strong RF and RFID capabilities of Agility and RFID Solution Centre.


Agility Systems and Shian have both been integrated successfully into the Group.
Good progress is being made in developing opportunities for cross-selling
between Group companies and as RFID begins to accelerate its penetration of
supply chain, we are confident that our new RFID Solutions business will benefit
from access to existing group customers. In order to develop group-wide new
business opportunities, a Group Marketing Director has been appointed. On an
operational level, Shian's SAP Near Shore support activities are expected to
assist in reducing the expenditure on outside SAP contracting staff incurred by
the SAP Division in the second half of 2005 (see below).


SSI Division


In 2005, SSI achieved an 8 per cent growth in revenue to #7,963,000 (2004:
#7,350,000) and a 55 per cent increase in operating profit to #1,037,000 (2004:
#667,000).


The business continued to reinforce its position as a leading supplier of
Enterprise and Supply Chain solutions to the Food and Drink, Chemicals and
Pharmaceuticals and Mills and Metals sectors, with significant contract wins
with J T Blakeman, Kettle Produce, Uniq, George Adams, Glisten Confectionery,
Naturally Best, C&D Foods, Dairy Farmers of Britain, Inter Link Foods, PDMS and
Firth Rixson.


During the year, SSI further developed its Managed Services business which now
accounts for 19 per cent of SSI revenues. It is an opportunity which we will
continue to develop.


Further investment was made in developing TROPOS, SSI'S Enterprise and Supply
Chain Solution, focused on meeting the needs of its target markets. In addition,
during 2006, the integration of TROPOS with Microsoft technology was further
strengthened. Research and Development costs expensed totalled #525,000 (2004:
#613,000).


SAP Division


The SAP Division continued its strong top-line growth, with revenue up by 19 per
cent at #5,357,000 (2004: #4,502,000). New licence returns to SAP increased by
85 per cent but operating profit was disappointing at #38,000 (2004: #289,000).
This reflected a significant increase in expenditure on sub-contractors,
particularly in the second half year, to deliver the increase in demand. These
costs are expected to reduce in 2006, helped both by increased direct
recruitment and by Shian's SAP team in Scotland.


The SAP Division is focused on the Wholesale and Distribution and Consumer
Packaged Goods market sectors and achieved significant contract wins at
Supercook, Findel, Neopost and Findus. To supplement the All-in-One SAP
qualified solutions we offer in Healthcare, Mail Order, Consumer Products and
High Tech, in 2005 a further qualified solution was developed for Grocery
Distribution. Development costs of #355,000 relating to qualified solutions were
capitalised under IFRS and will be amortised over a three year period from
initial sale.


During 2006, we will continue to invest in strengthening SAP delivery management
and delivery capacity and in providing improved support offerings to our
customers. With the acquisition of Shian, we will expand our SAP services to
offer Near Shore support services. For 2006, the Shian SAP operation will be
reported as part of the SAP Division.


Agility Systems


Agility Systems (Agility) was acquired at the end of August 2005 and in its
first four months in the Group, delivered a strong performance, with revenue of
#909,000 and operating profit of #330,000. For the full year, Agility had
revenues of #2,777,000 and profit before taxation of #424,000.


Agility provides Supply Chain Solutions based on product packs and Radio
Frequency (RF) hardware. Agility is a Premier Honours Partner of Intermec, a
leading supplier of RF and Radio Frequency Identification (RFID) hardware.


During 2005, Agility formed a new business, RFID Solution Centre Limited
("RFIDSC"), to bring to market Agility's solutions for RFID. RFID is a new
technology with broad applicability to a wide range of applications from asset
tracking to supply chain automation. The introduction of RFID technology
involves the optimisation of key variables including a range of radio
frequencies, read distances, product and tag variability in a variety of
physical environments. RFIDSC have developed a tool set to address these issues
in establishing a Blueprint for optimising RFID-automated processes. In
addition, RFIDSC provide process design consultancy, have tools to configure
automated processes and supply the hardware as only one of three UK partners of
Intermec authorised to sell RFID equipment. RFIDSC has implemented its first
solution for Geopost at a parcel distribution hub and has sold pilot licences to
Intermec for sales engineers in the USA and Europe to use the Agility tool set
for assessing RFID feasibility in any given environment.


RFID in 2006 is an emerging market in which Chelford will invest, in addition to
strengthening the Agility and RFIDSC go-to-market model.


Shian


Shian Limited was acquired at the end of October 2005 and in its first two
months with the Group delivered operating profit of #28,000 on revenue of
#265,000. For the 12 months to 31 December 2005, Shian had revenues of
#1,868,000 and profit before taxation of #246,000.


Shian is a Microsoft Gold Certified Partner for Data Management Solutions,
Custom Development, Business Intelligence, Web Development, Microsoft Business
Solutions and also provides SAP Near Shore support services.


The SAP Near Shore Support operation will be merged with the SAP Division during
2006 and the Microsoft business will become Chelford for Microsoft, the Group
centre of excellence for Microsoft technologies and Dynamics AX. The Group will
invest in strengthening the Shian management structure and go-to-market model,
as well as building additional delivery capacity to offer SAP Near Shore support
services to a broader range of customers.


Outlook for 2006


With a clear focus on our target vertical markets and with 86 per cent of
revenues in 2006 anticipated to come from our extended Customer Base, we will
continue to invest for growth based on the capability of our extended solutions,
the expertise of our people and the strength of our processes. Additional
investment in 2006 will strengthen our management teams, provide a stronger
Group-led go-to-market focus and further develop Managed Services, RFID products
and services and a SAP Near Shore support operation.


The extended Group has complementary opportunities for contributing to growth
and we look forward to further performance improvement in 2006.


Trevor Lewis
Chief Executive Officer



                           FINANCE DIRECTOR'S REVIEW


In 2005, the Group delivered a strong financial performance and excellent cash
flow through good operating performance and management of working capital, which
strengthened shareholders funds' on the Balance Sheet.


Group Results


   * Full year turnover increase by 22 per cent. to #14,494,000 (2004:
     #11,852,000)

   * Continuing operations revenue increased by 12 per cent. to #13,319,000
     (2004: #11,852,000)

   * Group profit before tax and amortisation of intangible assets improved
     by 49 per cent. to #1,503,000 (2004: #1,008,000)

   * The intangible assets amortisation of #136,000 is in respect of the
     acquisition of Agility and Shian; the intangible assets are being amortised
     over the expected period of useful economic life

   * Earnings per share before amortisation of goodwill increased by 36 per
     cent. to 19.99p (2004: 14.68p)

   * Basic earnings per share increased by 22.5 per cent. to 17.98p (2004:
     14.68p)


Balance Sheet


   * Non current assets increased by #5,953,000 in 2005 to #11,591,000.
     Intangible assets increased by #5,721,000 to #10,928,000. This mainly
     represents the intangible asset associated with the acquisition of Agility
     and Shian, less #136,000 of intangible amortisation.

   * The balance contained within non current liabilities of #1,935,000
     represents the maximum deferred consideration payable to the vendors of
     Agility - #800,000 and Shian of #1,135,000.

   * The share capital has increased by #486,000 due to the issue of 486,000
     ordinary #1 shares for the acquisition of Agility.


Cash Flow


   * The Group's net cash outflow for 2005 was #1,209,000 (2004 inflow:
     #726,000)

   * During 2005, the Group spent #2,539,000 on the acquisition of Agility
     and Shian. If acquisition monies are written back, then cash increased by
     #1,330,000. This represents an 88 per cent. conversion to EBTA (2004: 72 
     per cent.).

   * Net Bank interest received for the Group in the year was #68,000 (2004:
     #46,000)

   * Capital expenditure for the Group in 2005 amounted to #91,000 (2004:
     #124,000)


International Financial Reporting Standards


Chelford Group elected to prepare its accounts under IFRS from 1 January 2005.
The main change is that due to the adoption of IFRS, the goodwill carried prior
to the adoption to IFRS is now reviewed by the Board for impairment rather than
being amortised over its expected period of useful economic life. As mentioned
above, the current amortisation change relates to the acquisition of Agility and
Shian.


Martin Anderson
Finance Director & Company Secretary


Consolidated income statement
for year ended 31 December 2005

                                         2005              2004
                                         #000              #000

Revenue                                  14,494            11,852
Cost of sales                            (8,153)           (6,491)

Gross profit                             6,341             5,361
Other operating income                   81                -
Administrative expenses                  (5,123)           (4,402)

Operating profit                         1,299             959
Financial income                         72                49
Financial expenses                       (4)               -

Net financing costs                      68                49

Profit before tax                        1,367             1,008
Income tax expense                       (147)             (36)

Profit for the year                      1,220             972

Basic earnings per share                 17.98p            14.68p





Consolidated statement of recognised income and expense
for year ended 31 December 2005

                                         2005             2004
                                         #000             #000

Net income recognised directly in equity -                -

Profit for the year                      1,220            972

Total recognised income and expense      1,220            972



Consolidated balance sheet
at 31 December 2005

                                          2005             2004
                                          #000             #000
Non-current assets
Property, plant and equipment             466              431
Intangible assets                         10,928           5,207
Investments                               -                -
Deferred tax assets                       197              -

                                          11,591           5,638

Current assets
Trade and other receivables               6,322            3,849
Cash and cash equivalents                 869              2,078

                                          7,191            5,927

Total assets                              18,782           11,565

Current liabilities
Trade and other payables                  (5,525)          (3,138)
Income tax payable                        (499)            (26)

                                          (6,024)          (3,164)

Non-current liabilities
Trade and other payables                  (1,935)          -
Deferred tax liabilities                  (2)              -

                                          (1,937)          -

Total liabilities                         (7,961)          (3,164)

Net assets                                10,821           8,401

Equity attributable to equity holders of
the parent
Share capital                             7,108            6,622
Share premium                             3,326            2,612
Retained earnings                         387              (833)

Total equity                              10,821           8,401



Consolidated cash flow statement
for year ended31 December 2005

                                          2005             2004
                                          #000             #000
Cash flows from operating activities
Profit for the year                       1,220            972
Adjustments for:
Depreciation, amortisation and impairment 276              165
Financial income                          (72)             (49)
Financial expense                         4                -
Taxation                                  147              36

Operating profit before changes in
working capital and provisions            1,575            1,124
Decrease in stock                         2                -
Increase/(decrease) in trade and other    (1,540)          (17)
receivables
Increase/(decrease) in trade and other    1,581            (306)
payables

Cash generated from the operations        1,618            801
Interest paid                             (4)              -
Tax paid                                  131              -

Net cash from operating activities        1,745            801

Cash flows from investing activities
Interest received                         32               49
Acquisition of subsidiary                 -                -
Acquisition of subsidiary - net of cash   (2,539)          (124)
acquired
Acquisition of property, plant and        (91)             -
equipment
Development expenditure acquisition of
intangible assets                         (355)            -
                                          

Net cash from investing activities        (2,953)          (75)

Net increase in cash and cash equivalents (1,209)          726
Cash and cash equivalents at 1 January    2,078            1,352

Cash and cash equivalents at 31 December  869              2,078



NOTES


1                Segmental analysis


Segment information is presented in respect of the Group's business and
geographical segments. The primary format, business segments is based on the
Group's management and internal reporting structure.


Segment results and assets and liabilities include items directly attributable
to a segment. Unallocated items comprise mainly amortisation and tax charges.


Segment capital expenditure is the total cost incurred during the year to
acquire segment assets that are expected to be used for more than one period.


All activities were in respect of continuing operations.


2 Business Segments

2005
                Chelford       SSI       SAP    Agility     Shian
               Group plc   Limited Solutions      Group   Limited     Total
                    #000      #000      #000       #000      #000      #000

Revenue                -     7,963     5,357        909       265    14,494

Profit before
tax and
amortisation          70     1,037        38        330        28     1,503

2004
                Chelford       SSI       SAP
               Group plc   Limited Solutions                          Total
                    #000      #000      #000                           #000

Revenue                -     7,350     4,502                         11,852

Profit before
tax and
amortisation          52       667       289                          1,008



3 Acquisitions of subsidiaries


On 31 August 2005, the Group acquired all the shares in Agility Systems Limited
for #3,800,000 excluding acquisition cost of #136,000. The company provides
computer hardware and software consultancy services. In the 4 months to 31
December 2005 the subsidiary contributed a net profit of #232,000 to the
consolidated net profit for the year.


Effect of acquisitions


The acquisitions had the following effect on the Group's assets and liabilities.

                                  Acquiree's  Fair value  Acquisition
                                 book values adjustments      amounts
                                                   
                                       #000        #000        #000

Acquiree's net assets at the
acquisition date:

Property, plant and equipment          73          (4)         69
Stocks                                 2           -           2
Trade and other receivables            547         -           547
Cash and cash equivalents              589         -           589
Trade and other payables               (503)       -           (503)
Net identifiable assets and            708         (4)         704
liabilities


Goodwill on acquisition                                        2,385
Intangible on acquisition - Customer
relationships and contracts                                    204
Intangible on acquisition - IT related
intangible assets                                              643
                                                               
                                                               3,936



Consideration paid - Including legal fees of #47k
satisfied in;
Cash                                                           1,800
Shares                                                         1,200
Deferred consideration                                         800
Acquisition costs                                              136

Cost of Investment                                             3,936



The residual goodwill will represent:

   * the expectation of winning contracts and generating relationships with
     new customers in the future;
   * the ability to identify new products over the coming years and take them
     to market;
   * the proportion of the total synergy related value paid in the purchase
     price; and
   * the value of the acquired work force.


On 31 October 2005, the Group acquired all the shares in Shian Limited for
#2,500,000 excluding acquisition cost of #74,000. The company provide computer
consultancy services. In the 2 months to 31 December 2005 the subsidiary
contributed net profit of #18,000 to the consolidated net profit for the year.



Effect of acquisitions

The acquisitions had the following effect on the Group's assets and liabilities.

                               Acquiree's  Fair value    Acquisition
                              book values adjustments        amounts
                                                 
                                     #000        #000        #000
Acquiree's net assets at the
acquisition date:
Property, plant and equipment        15                      15
Trade and other receivables          368         (23)        345
Cash and cash equivalents            247         -           247
Trade and other payables             (303)       -           (303)
Net identifiable assets and          327         (23)        304
liabilities

Goodwill on acquisition                                      1,981
Intangible on acquisition - Customer
relationships and contracts                                  289
                                                             2,574
Consideration paid including legal fees of #32k,
satisfied in;
Cash                                                         1,365
Deferred consideration                                       1,135
Acquisition costs                                            74
Cost of Investment                                           2,574


The residual goodwill will represent:

   * the expectation of winning contracts and generating relationships with
     new customers in the future;
   * the ability to identify new products over the coming years and take them
     to market;
   * the proportion of the total synergy related value paid in the purchase
     price; and
   * the value of the acquired work force.



4 Explanation of transition to Adopted IFRS


These are the Group's first consolidated financial statements prepared in
accordance with Adopted IFRSs.


The accounting policies have been applied in preparing the financial statements
for the year ended 31 December 2005, the comparative information presented in
these financial statements for the year ended 31 December 2004and in the
preparation of an opening IFRS balance sheet at 1 January 2004 (the Group's date
of transition).


In preparing its opening IFRS balance sheet, the Group has adjusted amounts
reported previously in financial statements prepared in accordance with its old
basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP
to Adopted IFRS has affected the Group's financial position, financial
performance and cash flows is set out in the following tables and the notes that
accompany the tables.



Reconciliation of equity

                                 1 January 2004             31 December 2004

                            UK  Effect of  Adopted    UK  Effect of    Adopted
                          GAAP  ransition    IFRSs   GAAP transition     IFRSs
                               to Adopted                to Adopted
                                    IFRSs                     IFRSs
                   Note   #000    #000       #000    #000    #000       #000
Non-current
assets
Property, plant
and equipment             472     -          472     431     -          431
Intangible assets    a    5,207   -          5,207   4,481   726        5,207
                          5,679   -          5,679   4,912   726        5,638
Current assets
Trade and other
receivables               3,842   -          3,842   3,849   -          3,849
                          
Cash and cash
equivalents               1,352   -          1,352   2,078   -          2,078
                          
                          5,194   -          5,194   5,927   -          5,927

Total assets              10,873  -          10,873  10,839  726        11,565

Current
liabilities
Bank overdraft
Trade and other                   
payables                  (3,444) -          (3,444) (3,138) -          (3,138)
                          
Income tax
payable                   -       -          -       (26)    -          (26)
                          

Total liabilities         (3,444) -          (3,444) (3,164) -          (3,164)

Net assets                7,429   -          7,429   7,675   726        8,401


Explanation of transition to Adopted IFRS - Group

                                 1 January 2004             31 December 2004

                            UK  Effect of  Adopted    UK  Effect of    Adopted
                          GAAP  ransition    IFRSs   GAAP transition     IFRSs
                               to Adopted                to Adopted
                                    IFRSs                     IFRSs
                   Note   #000     #000       #000     #000    #000       #000
Equity
attributable to
equity holders of
the parent
Share capital             6,622    -          6,622    6,622   -          6,622
Share premium             10,879   -          10,879   2,612   -          2,612
Retained earnings         (10,072)            (10,072) (1,559) 726        (833)

Total equity              7,429    -          7,429    7,675   726        8,401



Notes to the reconciliation of equity

a)         IFRS 3 - Business combinations requires that purchased goodwill be
subject to an annual impairment review only and not amortised.


Reconciliation of profit for 31 December 2004

                                                   2004
                                     UK GAAP     Effect of   Adopted
                                                transition      IFRS
                                                 to
                                                 Adopted
                                                 IFRS
                             Note    #000        #000        #000

Revenue                              11,852      -           11,852
Cost of sales                        (6,491)     -           (6,491)

Gross profit                         5,361       -           5,361
Administrative expenses       a      (5,128)     726         (4,402)

Operating profit before              233         726         959
net financing costs
Financial income                     49          -           49

Net financing costs                  49          -           49

Profit before tax                    282         726         1,008
Taxation                             (36)        -           (36)

Profit for the year                  246         726         972

Notes to the reconciliation of profit


IFRS 3 - Business combinations requires that purchased goodwill be subject to an
annual impairment review only and not amortised.


Explanation of material adjustments to the cash flow statement for 31 December
2004

There are no other material differences between the cash flow statement
presented under Adopted IFRSs and the cash flow statement presented under UK
GAAP.


5 Financial information


The financial information set out above does not constitute the company's
statutory accounts within the meaning of section 240 of the Companies Act 1985
and are an extract from the Company's statutory accounts on which the auditors
gave an unqualified opinion. The Group's accounts for the period ended 31
December 2005 will be filed with the Registrar of Companies in due course.


The 2004 comparatives are derived from the statutory accounts for 2004 which
have been delivered to the Registrar of Companies and received an unqualified
audit report and did not contain a statement under the Companies Act 1985, s 237
(2) or (3).


6    Annual Report

The Annual Report and Financial Statements will be sent to all shareholders in 
due course.

Further copies will be available to the public from the Company Secretary at 
the Company's registered office, Chelford House, Hampshire International 
Business Park, Crockford Lane, Basingstoke, Hampshire RG24 8WH.




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

END
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