Final Results

RNS Number:4156K
Ambient PLC
28 April 2003


FOR IMMEDIATE RELEASE
28 APRIL 2003


PRESS RELEASE

AMBIENT PLC


PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JANUARY 2003
SALE OF WMA DIVISION OF WMRC
APPOINTMENT OF ORIEL SECURITIES LIMITED AS NEW NOMINATED ADVISER AND BROKER

Ambient plc ("Ambient" or the "Company"), the cash machine and business services
group, today announces its preliminary results for the year ended 31 January
2003. The 12 months under review have shown significant growth in turnover for
the group in particular at Moneybox, our ATM subsidiary and greatly reduced
losses in all companies. The growth in all the companies reflects purely organic
development and the reduction in losses reflects both excellent growth in gross
margins and significant cost reductions across all companies.


In addition, following the significant cost reduction programme of Touch and EMP
- where the combined annual cost savings total approximately #2 million - both
companies are expected to become cashflow positive during the coming quarter.


Summary

* Group turnover for the year ended 31 January 2003 up 47% to #37.5
million (2002: #25.5 million)

* Operating loss before exceptional item was down 43% to #11.5 million
(2002: loss #20.3 million). Exceptional items amounted to a loss of #1.5 million
(2002: profit of #3.6 million). The retained loss for the year is #9.2 million
(2002: loss #10.2 million)

* The board of Ambient has reflected on the speed of growth of Moneybox
together with the relative size of the other group companies and has decided
that the best strategy for the Company is to focus most attention on its main
business of Moneybox

* Further to this strategy the board of Ambient is today announcing the
sale of World Markets Analysis - a division of WMRC - for #1.7 million of
initial consideration and future possible consideration of in excess of #3.3
million if it achieves a reasonable revenue performance for the next 2 years.
The remaining Business Briefings Division is currently operating above budget
and remains within the Ambient group

* Moneybox has grown its revenues by 66% from #15.1 million in the year
ended 31 January 2002 to #25.1 million in the year ended 31 January 2003

* Moneybox UK achieved its first monthly profit in July 2002 and the
underlying trends in its business both in the UK and Europe are very positive.
As a group Moneybox is on target to become cash flow positive from the coming
quarter as the contribution from the UK outweighs investment in Germany and
Holland

* Moneybox now has an installed and contracted estate of approximately
2,500 ATMs in total of which 2,230 are in the UK, made up from all its formats
of owned and operated Phase I ATMs, merchant replenished ATMs and, recently,
ATMs taken over from large financial institutions to be run as either
surcharging or non surcharging ATMs. Moneybox is at the forefront of managing
ATMs previously owned and operated by large UK financial institutions

* Moneybox remains on track for further group revenue growth of over 40%
in the current year and the achievement of net operating margins in the UK in
excess of 10%

* Moneybox now has an installed and contracted estate of approximately
270 ATMs in Germany and Holland

* Touch has increased turnover from #1.5 million to #2.4 million an
increase of 67% mainly through its telesales division in Burnley and Nottingham.
Touch reduced losses from #2.3 million to #1.5 million a reduction of 34%.
Included in the losses for the current year are reconstruction charges that
arose from the cost reduction programme which removed #750,000 of its annualised
costs. Aside from funding the remaining reconstruction charges Touch is expected
to become operationally cashflow positive during the coming quarter

* EMP has won important digital screen media contracts from blue chip
companies and continued to build relationships with companies such as Marks &
Spencer, Sainsbury's Bank and HMV. EMP has slightly increased turnover to #3.5
million and decreased losses from #2.1 million to #1.0 million, a reduction of
50% by virtue of a change in mix of products to higher margins and lower
overheads. Since the year end EMP has undertaken a major cost reduction
programme and removed #1.2 million from its annualised costs. Aside from funding
the reconstruction charges EMP is expected to become operationally cashflow
positive monthly during the coming quarter

* The group balance sheet as at 31 January 2003 showed net assets of
#1.0 million, gross cash reserves of #5.2 million and net debt of #0.4 million.
Of the #5.2 million gross cash balance, #2.3 million was available for use
outside of Moneybox

* Oriel Securities Limited has been appointed as the Company's Nominated
Adviser and Broker


Commenting on the results for the year, and the disposal of the WMA division of
WMRC, Vincent Isaacs Chairman of Ambient plc, said:


"We recognise the clear need to show our shareholders the significant value in
our Moneybox subsidiary. Hence we have directed our efforts to bringing all
companies into profit and in the case of WMRC to complete the disposal of the
WMA division. Whilst we are disappointed to sell WMA at this time we concluded
that removing risk from the group was our priority. Rigorous cost reductions
across all companies - the benefits of which will be noticeable immediately -
together with further revenue and gross profit growth should enable all
remaining businesses to become cashflow positive during the coming quarter.


Across the Group we have experienced 47% revenue growth and a reduction in
operating losses before exceptional items of 43%. Moneybox has established
itself as the leading independent ATM services company in the UK and with the
current growth in its levels of trading it is close to having profits in the UK
outweigh the current investment in Holland and Germany and thus become
profitable as a group."


-Ends-


For further information, please contact:

Ambient plc                                                   020 7452 5200
Vincent Isaacs, Chairman
Andrew Stimpson, Group Managing Director

Oriel Securities Limited                                      020 7710 7600
Simon Bragg, Director
Adrian McMillan, Director

Merlin Financial                                              020 7606 1244
Paul Lockstone / David Simonson / Clare Maciocia






                              CHAIRMAN'S STATEMENT

During the year we completed the purchase of the minority interest in WMRC, our
business intelligence subsidiary, for #1.5 million. This allowed us greater
flexibility in deciding the most appropriate future for WMRC. We have announced
today that we have sold WMRC excluding the Business Briefings publishing
division to an associate of Global Insight - a leading business information
provider - for an initial cash consideration which has been paid to us of #1.7
million and future possible consideration of in excess of #3.3 million if WMRC
achieves a reasonable revenue performance for the next 2 years.


In the past year to 31 January 2003 Ambient has grown turnover in its businesses
by 47% to #37.5 million (year ended 31 January 2002: #25.5 million). Our ATM
subsidiary, Moneybox, in which we have a 60.1% interest, increased its turnover
by 66% from #15.1 million to #25.1 million as it rolled out its estate of
approximately 2,500 installed and contracted ATM's in UK, Germany and Holland.


The group operating loss before exceptional item was #11.5 million (year ended
31 January 2002 loss: #20.3 million). The loss after tax, exceptional items and
minority interests was #9.2 million (year ended 31 January 2002 loss: #10.2
million). An exceptional loss of #2 million arising on a Moneybox services
contract that may become a cash liability to be paid over the coming 5 years has
been recognised in the 2002/03 year together with an exceptional profit of #0.5
million on the subscription monies received in respect of additional Moneybox
share capital to fund the launch in Germany. The exceptional profit of #3.6
million in the year ended 31 January 2002 arose on the capital raising for
Moneybox.


The Group balance sheet as at 31 January 2003 showed net assets of #1.0 million,
a cash balance net of bank overdrafts of #5.0 million and gross cash reserves
before taking account of debt of approximately #5.2 million. Of the #5.2 million
gross cash balance, #2.3 million was available for use outside of Moneybox.
Together with further facilities committed since the year end, the sale of WMRC
and the significant reduction in group costs, Ambient remains adequately funded.
The net debt position as at 31 January 2003 after taking account of all debt
including that due in over 12 months was #0.4 million.



Ambient's Future and Prospects


Reflecting on the speed of growth of Moneybox together with its relative size
compared to the other existing group companies the Ambient board has decided
that it is necessary to highlight to Ambient's shareholders and the market that
there is significant value in our Moneybox subsidiary without the risks
associated with maintaining the status quo with our other loss making smaller
operating businesses. Hence, Ambient is working hard to bring all companies into
profit and in the case of WMRC has disposed of the WMA division. Whilst we are
disappointed to sell WMA at this time we concluded that removing risk from the
group was our priority. Rigorous cost reductions across all companies together
with further revenue and gross profit growth should enable all remaining
businesses to become cash flow positive during the coming quarter. We believe
that we have carried out all that is needed in the short term to position the
group in a favourable way for all stakeholders.


Across the group we have experienced 47% revenue growth and a reduction in
operating losses before exceptional items of 43%. Moneybox has established
itself as the leading independent ATM services company in the UK and with the
current growth in its levels of trading it is close to having profits in the UK
outweigh the current investment in Holland and Germany and thus become
profitable as a group. Moneybox group remains on track for further group revenue
growth of over 40% in the current year and the achievement of net operating
margins in the UK in excess of 10%.


Undoubtedly, the environment in which we operate is characterised by low growth
and uncertainty. Despite this, all Ambient group companies have shown good
growth and significantly improved results. We have worked hard to re-position
the group focussing on Moneybox and I would like to thank all our management
teams and staff in their endeavours to ensure shareholder value is created.



Vincent Isaacs
Chairman

28th April 2003





                        GROUP MANAGING DIRECTOR'S REVIEW

MONEYBOX                                                    www.Moneybox.co.uk


Moneybox has completed a further year of strong growth in its core UK business.
This has been generated by the maturing of the UK estate and the roll out of
further ATMs during the year. Moneybox has won various contracts to take on the
management of the ATMs of Bradford and Bingley and other financial institutions.
It has also launched in Germany with a respected local partner bank and other
operational partners. These developments have generated turnover of #25.1
million (year ended 31 January 2002: #15.1 million) an increase of 66% year on
year.


The operating loss for Moneybox was significantly reduced to #3.6 million before
exceptional items (year ended 31 January 2002: #7.9 million). It is important to
note that the loss for the second half of the year at #1.6 million was 20% below
the #2.0 million loss for the first half, largely due to the gross profit margin
on the incremental revenue increase being 35%. Moneybox UK made its first
monthly profits between July and November prior to its seasonally weaker months
of December and January. For the year Moneybox reduced its overheads before
exceptional items by 19%.


Moneybox is now trading with good levels of growth and as a group is on target
to be cash flow positive monthly during the coming quarter as the positive
contribution from the UK outweighs investment in Germany and Holland. The
business remains on track for further group revenue growth of over 40% in the
current year and the achievement of net operating margins in the UK in excess of
10%.


Moneybox now controls an estate of approximately 2,500 (2,230 in the UK and 270
in Holland and Germany) installed and contracted ATMs and these may be
categorised into 4 discreet types:


Phase I ATMs. These ATMs are owned and operated by Moneybox and located
predominantly in convenience locations where it is intended that the average
daily transaction level should be between 20 and 50 transactions per day.


Cashweb merchant replenished ATMs. These are installed in the smaller locations
of our valued business partners e.g. Spar, Costcutter and Londis where the cash
is replenished by the site owner. The cash machine itself is usually a more
basic model with a cheaper telecoms solution, which is only suitable for modest
use.


Bank Managed ATMs. We now manage a growing number of ATMs owned by other UK
financial institutions where we have won contracts with Norwich & Peterborough
and, since the year-end, Bradford and Bingley to co-brand and run their networks
on a non-surcharging basis at branch locations. Moneybox receives the bank
interchange fee in these circumstances as its revenue. Moneybox has also won its
first contracts to brand a number of bank owned ATMs in off-premise locations
which are now surcharging ATMs at the usual cost per transaction of #1.50.


European ATMs. Moneybox has now launched in Germany in partnership with Service
Bank, a subsidiary of General Electric. Germany has a small number of ATMs in
off-premise locations and also a culture where many people pay for ATM
withdrawals and accept it as usual. The German estate is now operating at
budgeted levels of transactions.


In addition we continue to roll out in Holland in our partnership with SNS bank.
We have grown this estate more slowly than initially expected with the aim of
ensuring that we produce a profitable core group of ATMs as quickly as possible.
The estate in Holland is now operating at budgeted levels of transactions.


Moneybox's growth is being driven by natural growth of transactions in the
established estates together with the roll out of further sites in the UK and
Europe. In particular we anticipate strong growth in the ATMs that Moneybox
manages on behalf of large financial institutions under surcharging and
non-surcharging models. These produce above average rates of return on capital
by virtue of requiring less initial capital and achieving breakeven quicker than
our other Phase 1 sites. In addition, the redeployment of ATMs from poorer
performing sites which has been a particular focus of the past 6 months and the
reduction of certain operating costs allows forecasting to be achieved with
greater certainty.


Ambient owns 60% of Moneybox, and Apax Partners (30%), Sand Aire Private Equity
(6%) and SNS bank (4%) are our partners in this company.



TOUCH                                                          www.touch.co.uk

This year has seen Touch grow its internet services telesales operation, develop
its own range of products, launch a Partnership Programme with franchised
territories and complete a major business review and cost reduction programme.


Turnover for this company has increased to #2.4 million (year ended 31 January
2002: #1.5 million) with a significant contribution coming from Touch NW, its
telesales division. The operating loss was #1.5 million (year ended 31 January
2002 loss: #2.3 million) reflecting new investment into the local portal and
internet services business and the restructuring of certain loss making areas of
the business. The operating loss includes a full provision for the cost
reduction programme.


We have now completed the business review and cost reduction programme for Touch
where in total we have removed #750,000 from the annual cost base and focussed
the company on generating profits in the immediate term whilst simultaneously
building long term value through the sales of more of its own proprietary
products.


Touch has signed an innovative agreement with BT plc for the distribution of
broadband and internet access solutions. The agreement provides for Touch via
both Touch NW and its Touch partners to distribute BT broadband services. Touch
now uses the terms "working with BT" and "BT e-business solutions provider" in
its marketing material. In addition BT is promoting the higher value Touch
portal solutions particularly through its e-government clients and it is
anticipated that Touch will benefit from future joint marketing initiatives.


EMP                                                                 www.emp.tv


Turnover was #3.5 million (year ended 31 January 2002: #3.4 million) and the
operating loss was #1.0 million (year ended 31 January 2002 loss: #2.1 million).
Whilst the turnover for the year under review showed small growth the operating
losses reduced significantly year on year by virtue of the mix of business
shifting towards higher margin work and lower overheads.


EMP has built and established relationships with Marks & Spencer, Sainsbury's
Bank, HMV, Wella, Otis Lifts, Hilton Hotels, BAA and Philip Morris during this
difficult year when capital investment and marketing budgets have been under
intense scrutiny.


EMP has a number of different income streams many of which are contracted and
recurring by nature arising from project management, content creation, content
management and service and maintenance services. In addition, EMP procures and
purchases the hardware infrastructure required for each installation.


In April 2003, EMP also completed a full review of its operations and reduced
its cost base by a total of #1.2 million per annum. The reconstruction cost of
#350,000 will be applied to the results for this coming year. This, together
with the continued management of a number of key digital media services clients
should, make the company monthly cashflow positive during the coming quarter.



WMRC                                                         www.wmrc.com


During the year Ambient completed the purchase of the 42.2% minority stake in
WMRC plc, our business intelligence subsidiary for #1.5 million. The WMA
business division has been sold today for an initial cash consideration of #1.7
million and future possible consideration of in excess of #3.3 million payable
in 2 years time in the event that WMA achieves reasonable revenue levels over
this period. The purchaser of the business has a significant track record for
managing and developing information businesses and we believe that it is best
placed to take the business forward and help it achieve its most valuable
future, where we can participate through our deferred consideration.


Ambient will retain the Business Briefings Division, which in line with
expectations, published 17 books during the year (the same as last year). Whilst
the global advertising downturn, particularly in the US, affected the results of
this division throughout last year, trading in the year so far has been steady
with total sales over the 10 weeks ended 22nd April being #630,000 which is on
budget for this year. At this level of trading this business makes a positive
cash contribution to central costs.



CONCLUSION

As a result of the cost reduction programmes that we have concluded in both
Touch and EMP, we are now in a position where we can expect both businesses to
become cashflow positive during the coming quarter year. The sale of part of
WMRC and the repayment of associated debt further lowers the risk profile of the
group. Finally, Moneybox - our main focus going forward - continues to grow
strongly and produce profits in the UK that are expected to outweigh its
investment into Europe expansion during the next quarter.




Andrew Stimpson
Group Managing Director

28th April 2003





CONSOLIDATED PROFIT AND LOSS ACCOUNT
                                                                      Restated
                                                 Year ended 31   Year ended 31
                                                  January 2003    January 2002
                                         Notes           #'000           #'000

TURNOVER                                     1
     Continuing operations                              34,352          23,705
     Discontinued operations                 2           3,147           1,755
                                                       --------        --------
     Total                                              37,499          25,460
Cost of sales                                          (27,154)        (20,778)
                                                       --------        --------
GROSS PROFIT                                            10,345           4,682
Administrative expenses                                (23,861)        (24,967)
                                                       --------        --------
     Administrative expenses before                    (21,881)        (24,967)
      exceptional item
     Exceptional item                        3          (1,980)              -
                                                       --------        --------
OPERATING LOSS                               1
     Continuing operations                             (10,294)        (15,739)
     Discontinued operations                 2          (3,222)         (4,546)
                                                       --------        --------
     Total                                             (13,516)        (20,285)
Profit on deemed part disposal of            3             463           3,566
 subsidiary
Interest receivable                                        173             623
Interest payable                                          (325)           (254)
                                                       --------        --------
LOSS ON ORDINARY ACTIVITIES BEFORE                     (13,205)        (16,350)
TAXATION
Tax on loss on ordinary activities                           -               -
                                                       --------        --------
LOSS ON ORDINARY ACTIVITIES AFTER                      (13,205)        (16,350)
TAXATION
Equity minority interests                                3,983           6,116
                                                       --------        --------
RETAINED LOSS FOR THE FINANCIAL YEAR                    (9,222)        (10,234)
                                                       ========        ========

LOSS PER ORDINARY SHARE                      4
Basic and diluted                                        (21.2)p         (25.6)p

Adjusted basic before exceptional                        (19.6)p         (34.5)p
items





STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

                                                 Year ended 31      Year ended 31
                                                January 2003       January 2002
                                                       #'000              #'000

Retained loss for the financial year                  (9,222)           (10,234)
Loss on foreign currency translation                     (53)               (36)
                                                     ========           ========
TOTAL RECOGNISED GAINS AND LOSSES
RELATING TO THE YEAR                                  (9,275)           (10,270)
                                                     ========           ========





CONSOLIDATED BALANCE SHEET

                                               31 January 2003 31 January 2002
                                                         #'000           #'000
FIXED ASSETS
Intangible assets
- goodwill                                               3,379           1,419
- other                                                    315             380
                                                      ---------       ---------
                                                         3,694           1,799
Tangible assets                                          6,089           6,702
Investments                                                 20              20
                                                      ---------       ---------
                                                         9,803           8,521
                                                      ---------       ---------
CURRENT ASSETS
Stocks                                                     790             557
Debtors: amounts falling due within one year             4,915           4,011
Cash at bank and in hand                                 5,214          11,670
                                                      ---------       ---------
                                                        10,919          16,238
CREDITORS: amounts falling due within one year         (13,171)        (10,396)
                                                      ---------       ---------
NET CURRENT (LIABILITIES) / ASSETS                      (2,252)          5,842
TOTAL ASSETS LESS CURRENT LIABILITIES                    7,551          14,363
CREDITORS: amounts falling due after more than          (6,562)         (2,979)
one year                                              ---------       ---------
NET ASSETS                                                 989          11,384
                                                      =========       =========

CAPITAL AND RESERVES
Called-up share capital                                    450             427
Unissued share capital                                       -              70
Share premium account                                   28,023          26,476

Other reserve                                            7,496           7,496
Profit and loss account                                (35,334)        (26,103)
                                                      ---------       ---------
EQUITY SHAREHOLDERS' FUNDS                                 635           8,366
Equity minority interests                                  354           3,018
                                                      ---------       ---------
TOTAL CAPITAL EMPLOYED                                     989          11,384
                                                      =========       =========



CONSOLIDATED CASH FLOW STATEMENT
                                                   Year ended 31   Year ended 31
                                                  January 2003    January 2002
                                         Notes           #'000           #'000

Net cash outflow from operating              5          (8,435)        (16,733)
activities
Returns on investments and servicing of                    (43)            347
finance
Capital expenditure and financial                       (1,179)         (3,149)
investment
Acquisitions and disposals                                 562           7,193
                                                      ---------       ---------
Cash outflow before financing                           (9,095)        (12,342)
Financing                                                2,661           7,852
                                                      ---------       ---------
Decrease in cash in the year                 6          (6,434)         (4,490)
                                                      =========       =========







RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS

                                                  Year ended 31   Year ended 31
                                                 January 2003    January 2002
                                                        #'000           #'000

Retained loss for the financial year                   (9,222)        (10,234)
Foreign currency translation movement                     (53)            (36)
Share option compensation charge                           44              13
Ordinary shares issued in the year                      1,500           7,000
Expenses on issue of ordinary shares                        -            (341)
                                                    ----------       ---------
Net reduction in equity shareholders' funds            (7,731)         (3,598)
Opening equity shareholders' funds                      8,366          11,964
                                                    ----------       ---------
Closing equity shareholders' funds                        635           8,366
                                                    ==========       =========






NOTES TO THE FINANCIAL STATEMENTS


1.  SEGMENTAL INFORMATION

The turnover and operating loss of the Group are attributable to the following
activities:

                                              Year ended 31      Year ended 31
                                               January 2003       January 2002
                                                      #'000              #'000
Analysis of turnover by activity
Continuing operations
     ATM operations                                  25,144             15,120
     Business publishing                              3,263              3,774
     Digital media solutions                          3,511              3,353
     Marketing and web services                       2,434              1,458
                                                   ---------          ---------
                                                     34,352             23,705
Discontinued operations
     Business intelligence                            3,147              1,755
                                                   ---------          ---------
Total                                                37,499             25,460
                                                   =========          =========

Analysis of operating loss by activity
Continuing operations
     ATM operations                                  (5,542)            (7,896)
     Business publishing                               (977)            (2,571)
     Digital media solutions                         (1,041)            (2,069)
     Marketing and web services                      (1,508)            (2,268)
     Central                                         (1,226)              (935)
                                                   ---------          ---------
                                                    (10,294)           (15,739)
Discontinued operations
     Business intelligence                           (3,222)            (4,546)
                                                   ---------          ---------
Total                                               (13,516)           (20,285)
                                                    =========          =========



2.  DISCONTINUED OPERATIONS

Discontinued operations consist of the World Markets Analysis business
intelligence activities within WMRC plc which was sold on 25 April 2003 for
initial consideration of $2,600,000 and future possible consideration payable in
2 years time depending on the achievement of certain revenue targets. Since the
disposal occurred within 3 months of the end of the financial year, in
accordance with FRS 3 these activities have been classified as discontinued
activities in the financial statements.


3.  EXCEPTIONAL ITEMS

Pre-operating profit exceptional item

Administrative expenses arising from continuing operations includes #1,980,000
(2002 - nil) in respect of the crystallisation of a contractual liability
arising from the termination of an agreement for the provision of marketing
services entered into by Moneybox Corporation Limited (a 60.13% subsidiary). The
liability falls due in five equal instalments commencing on 25 December 2002.
The first instalment of the liability has not yet been invoiced or paid as
arrangements for the provision of on-going services by the same party to
Moneybox, which would incorporate the above liability, are currently the subject
of negotiations. The provision of such services to Moneybox could yield cost
savings to Moneybox over its current cost structure even after subsuming the
above liability. The minority interest in the consolidated profit and loss
account has increased by #789,000 to reflect the minority interests' 39.87%
share of this exceptional item.


Post-operating profit exceptional items

In June 2002, Moneybox Corporation Limited received the #3,000,000 deferred
element of the October 2001 funding, including #1,341,000 from Ambient
Corporation Limited, that was conditional upon the commencement of business in
Germany. In return for this consideration, Moneybox Corporation Limited issued
new share capital to third parties and in accordance with FRS 2, this has been
accounted for as a deemed part disposal giving rise to an exceptional profit of
#463,000.


In October 2001, Moneybox Corporation Limited raised additional funding and
issued new share capital to third parties. This diluted Ambient's shareholding
from 65% to 60.13% of the enlarged share capital. In accordance with FRS 2, this
has been accounted for as a deemed part disposal giving rise to an exceptional
profit of #3,566,000.



4.  LOSS PER ORDINARY SHARE
                                      Year ended 31              Year ended 31
                                       January 2003               January 2002
                                              #'000                      #'000

Loss for the financial year                  (9,222)                   (10,234)
Profit on deemed part disposal of              (463)                    (3,566)
subsidiary
Exceptional administrative expense            1,980                          -
                                          ----------                  ---------
Exceptional administrative expense
attributable to minority interests
                                               (789)                         -
                                          ----------                  ---------
Loss before exceptional items for the        (8,494)                   (13,800)
financial year                            ----------                  ---------

Weighted average number of ordinary
shares:
For basic loss per share                 43,406,696                 40,021,448
                                          ----------                  ---------



5.  RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING
ACTIVITIES
                                               Year ended 31     Year ended 31
                                                January 2003      January 2002
                                                       #'000             #'000

Operating loss                                       (13,516)          (20,285)
Depreciation of tangible assets                        1,813             1,541
Amortisation of intangible assets                        197               152
Profit on disposal of fixed assets                        (8)              (16)
Share option compensation charge                          44                13
(Increase) / decrease in stocks                         (233)              737
(Increase) in debtors                                   (904)             (779)
Increase in creditors                                  4,172             1,904
                                                   ----------         ---------
Net cash outflow from operating activities            (8,435)          (16,733)
                                                   ==========         =========



6.  RECONCILIATION OF NET FUNDS / (DEBT)
                                              Year ended 31   Year ended 31
                                               January 2003    January 2002
                                                      #'000           #'000

Decrease in cash in the year                         (6,434)         (4,490)
Cash inflow from increase in debt and lease          (2,500)         (4,750)
financing
Repayment of debt and lease financing                   350           3,464
Costs associated with new debt financing                 82              93
                                                  ----------       ---------
Change in net funds resulting from cash              (8,502)         (5,683)
flows                                             ----------       ---------

Cancellation of loan notes as acquisition                 -             110
consideration
Loans acquired with business or subsidiary                -            (150)
undertaking
Accrued costs associated with debt                        -              40
financing
Costs associated with new debt financing                (58)            (15)
charged to interest
Translation difference                                   73             (45)
                                                  ----------       ---------
Change in net funds resulting from non-cash              15             (60)
flows                                             ----------       ---------

Change in net funds                                  (8,487)         (5,743)
Net funds at beginning of year                        8,058          13,801
                                                  ----------       ---------
Net (debt) / funds at end of year                      (429)          8,058
                                                  ==========       =========


7.  ANALYSIS OF NET FUNDS / (DEBT)

                           At 1 February    Cash flows     Other At 31 January
                                    2002                                  2003
                                   #'000         #'000     #'000         #'000

Cash at bank and in               11,670        (6,529)       73         5,214
hand
Overdrafts                          (269)           95         -          (174)
                                               --------
Decrease in cash in the                         (6,434)
year
Debt due within one                 (295)          295         -             -
year
Debt due after one year           (2,882)       (2,418)      (58)       (5,358)
Obligations under finance           (166)           55         -          (111)
leases                          ---------      --------  --------     ---------
Net funds / (debt)                 8,058        (8,502)       15          (429)
                                =========      ========  ========     =========


8.  BASIS OF PREPARATION OF FINANCIAL INFORMATION

The financial information contained in this statement does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985. The
financial information for the year ended 31 January 2003 has been extracted from
the statutory accounts, which have been reported on by the Group's auditors. The
auditors' report was unqualified and did not contain any statement under section
237(2) or (3) of the Companies Act 1985. The full audited accounts will be sent
to shareholders and delivered to the Registrar of Companies in due course.


The financial statements have been prepared under the historical cost convention
and in accordance with applicable United Kingdom accounting standards. The
directors have reviewed the group's cash flow projections for the two years
ending 31 January 2005 which incorporate the recent reductions in the cost base
and have taken into consideration the existing committed resources available to
the group, the agreed bank facilities available and the disposal of WMRC plc
since the year end in determining the cash requirements of the group. As a
result, the directors are satisfied that the company and the group have adequate
resources to continue in operational existence for the foreseeable future and
accordingly they have adopted the going concern basis in preparing the financial
statements.

The prior year profit and loss account comparatives have been restated as
required by FRS 18 to reflect a change in accounting policy in the year ended 31
January 2003 in respect of cost categorisation to more accurately reflect the
nature of the costs. The effect of this re-categorisation has been to reclassify
#1,839,000 of costs in the year ended 31 January 2002 from cost of sales to
administrative expenses. This restatement had no impact on the operating loss
for the year ended 31 January 2002 or the net assets as at 31 January 2002.

The financial information for the year ended 31 January 2002 has been extracted
from the statutory accounts, which have been reported on by the Group's auditors
and have been delivered to the Registrar of Companies. The auditors' report was
unqualified and did not contain any statement under section 237(2) or (3) of the
Companies Act 1985.



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

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