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Share Name | Share Symbol | Market | Type |
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Altea Green Power Spa | BIT:AGP | Italy | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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-0.16 | -2.27% | 6.90 | 6.83 | 6.94 | 7.06 | 6.84 | 7.06 | 41,603 | 02:01:19 |
RNS Number:7370M AIT Group PLC 25 June 2003 For further information, please contact: AIT Group plc Tel: 0207 831 3113 (on the day) Richard Hicks, Chairman Tel: 01491 416600 (thereafter) Nick Randall, Chief Executive Matthew White, Chief Financial Officer Financial Dynamics Tel: 020 7831 3113 Edward Bridges/Ben Way AIT Group plc PRELIMINARY RESULTS YEAR ENDED 31 MARCH 2003 AIT Group plc today announces preliminary results and an update of the progress made by the new management team in turning the business around. Key points: * Full year turnover of #17.6 million (2002: #36.2 million) * Operating loss of #16.7 million (before exceptional costs of #23.5 million) (2002: operating loss #6.8million before exceptional costs of #1.9 million) * Loss before tax of #41.2 million (2002: loss before tax of #9.3 million) * Loss per share (basic) 306.0p (2002: 40.6p) * New management team in place led by Nick Randall, CEO * Restructuring now complete - Annual operating cost base reduced from #44 million to an annual run rate of #19 million in current year * Stage 1 of turnaround plan now completed with cost base aligned to realistic core business levels: - Operating costs (before exceptional costs) reduced to #11.4 million in the second half from #22.8 million in the first half - Operating loss (before exceptional costs) reduced significantly to #2.3 million in second half versus loss of #14.4 million in the first half - Cash of #2.7 million on the balance sheet at end of second half - Long term debt of #9.0 million * Second half - Results ahead of analyst expectations - Revenues up 9% in second half at #9.2 million versus #8.4 million in first half * Strengthened financial position - Successful fundraising of #20.5 million new equity in October 2002 - Raising of an additional #5 million through the issue of convertible loan notes * Product success and market potential - Two key Portrait reference sites now live: Nationwide Building Society (12,000 users) and Rainier Pacific Bank - Product gaining market recognition - selected as preferred software supplier for a contact handling system for a leading UK Police Force to deal with both their emergency and non-emergency calls - Significant services undertaken on behalf of Lloyds TSB Insurance - Addresses a growing market with Gartner currently forecasting the CIM market to expand progressively over the next 3 to 5 years Richard Hicks, Chairman commented today: "The past year has been a turbulent one for the Group, starting with a period of great difficulty but leading, I am pleased to say, to a successful re-financing and the appointment of a new management team. Our new Chief Executive, Nick Randall, has brought great skill and energy to the Group and I am delighted with the speed with which he has undertaken the creation of this new team and has implemented a thorough review of the business. We have consistently described our turnaround plan as having three phases. First, to rationalise the business; second, to stabilise the business and deliver a period of at least modest profit; and third, to re-establish the sustained growth that was a feature of the business for so many years. We have now completed Stage 1 of our turnaround plan and are moving firmly onto Stage 2. I now feel that the Group is in a good position to succeed in completion of our turnaround plan." Nick Randall, AIT's Chief Executive Officer added: "Our flagship product, Portrait is now live and operational with over 12,000 users at Nationwide. AIT has an outstanding reputation in the UK financial services market and our partner base is proving successful in leading us into other vertical sectors and geographies. Our focus niche, Customer Interaction Management, represents 30% of the US$10 billion CRM market and this sector is set to expand progressively in the next 3 to 5 years. Our objective in Stage 2 of the turnaround plan is to return the business to profitability in the current financial year. I am encouraged by the progress achieved to date and the visibility of revenues that we are achieving in the software support and services areas. The year has started out well in terms of new licence wins and the prospects are continuing to build." Notes to editors: AIT Group plc specialises in the development of Customer Interaction Management solutions for corporates and public sector agencies, deploying multi-channel systems encompassing telephone, internet, branch, interactive TV and mobile telephony. It has developed its specialist knowledge over 17 years, through successful delivery of over 70 customer-centric solutions for its blue chip client base. Clients include Alliance & Leicester, Bradford & Bingley, Britannic Money, First Data Europe, Lloyds TSB, Marks & Spencer Financial Services, Nationwide, NatWest, The Woolwich, Komercni Banka (Czech Republic), KeyCorp & Rainier Pacific Bank (US) and Benkar Advantage (Turkey). For more information on AIT, visit the website at www.aitgroup.com. CHAIRMAN'S STATEMENT The past year has been a turbulent one for the Group, starting with a period of great difficulty but leading, I am pleased to say, to a successful re-financing and the appointment of a new management team. Our new Chief Executive, Nick Randall, has brought great skill and energy to the Group and I am delighted with the speed with which he has created this new team and has implemented a thorough review of the business. Our delivery teams have continued to serve our customers to a very high standard and far-reaching change has also been achieved in the scale and depth of our sales team. As a result, we have more than achieved our short-term goal of stabilising revenues, with revenues up in the second half by some 9% on the first half. The progress being made by both teams bodes well for the future sales prospects of the business. Operating costs have been reduced from approximately #44 million per annum to an annual run rate in the current financial year of approximately #19 million to achieve a cost base that is favourably aligned with current revenue prospects. This has been achieved, in part, through a substantial reduction in full time staff, though I am pleased to say that we have retained our key staff and an appropriate balance of services and product development personnel. Our Portrait product has been widely praised in evaluation by customers but of course, it is most satisfying to be able to report that these positive evaluations have been converted into highly successful implementations at Nationwide Building Society in the UK and Rainier Pacific Bank in the US. The implementation at Nationwide, with over 12,000 users, is one of the largest CIM implementations ever undertaken in Europe and demonstrates the scalability, robustness and ease of implementation of our Portrait product. We now have a strong backlog developing for Portrait implementations. We have previously said that we would start to seek applications for our Portrait product within vertical sectors outside the financial services industry, typically within organisations where efficiency and high levels of customer service are essential. I am pleased to say that this strategy has borne fruit through the award of a very important project for a leading UK Police Force. Bringing together the product knowledge from the former IMA team has also helped define an exciting future product strategy. This alongside the support of our key distribution partner, Unisys, and technology partner, Microsoft, should lead us into new market sectors outside our traditional financial services vertical. We have consistently described our turnaround plan as having three phases. First, to rationalise the business; second, to stabilise the business and deliver a period of at least modest profit; and third, to re-establish the sustained growth that was a feature of the business for so many years. We have now completed the first phase and are moving with confidence into phase two. A great deal has been achieved since September 2002 - our operating costs have been dramatically reduced, our new product has been successfully implemented in two very substantial projects and we have completed an effective reorganisation and strengthening of our international sales and marketing team. Our partner network is helping us build new business as we go forward and our new product development strategy is powerfully focused on our core CIM niche of the CRM marketplace. Although I am sure that there will be more challenges ahead, and market conditions remain difficult, I now feel that the Group is in a good position to succeed in completion of our turnaround plan. I would like to take this opportunity to pay tribute to the high level of commitment and support that our customers, suppliers and shareholders have shown to AIT in this difficult year, and in particular, to our staff whose continuing enthusiasm and hard work has played a fundamental part in taking the business forward. Richard Hicks Chairman 24 June 2003 CHIEF EXECUTIVE OFFICER'S REVIEW This is my first report to shareholders as the new CEO of AIT. I have now been here for nine months during what has been a period of major change and reorganisation. AIT was formed seventeen years ago and during the first fifteen years had an enviable track record of expanding sales and profitability. It also successfully established itself as a leading provider of innovative and creative software solutions for the financial services community. Since joining AIT, I have had many meetings with customers. This confirmed what many already knew - the Group has an excellent reputation for achieving both the customers' technical objectives and, perhaps most importantly, for ensuring that the key business benefits underlying the investment in and implementation of AIT's products are actually delivered. In an industry where software has often failed to deliver satisfactory results, it has been encouraging to find that AIT has so many positive testimonials. Shareholders will be aware of the hiatus that occurred in May 2002 when the Group's position was threatened by a combination of poor trading conditions and the debt burden resulting from the acquisition of the IMA business in September 2001. This set of circumstances, which occurred following the preliminary announcement for the year ended 31 March 2002, has been discussed in depth in stock exchange announcements, circulars to shareholders and our interim statement. I do not intend to dwell on these events further within this review. The challenges and the key objectives for the new AIT team have been to raise the capital necessary to re-structure the business and then to move forward to implement our turnaround plan. AIT raised #20.5 million of new equity in 2002 and since the appointment of the new management team we have been taking the necessary steps to retain the best of the traditional AIT business whilst at the same time positioning ourselves to become a highly focused and international software product company. At the start of 2002, AIT comprised two separate organizations: the first being the original AIT business based here in the UK and the second the more international IMA software products business. One of our key challenges during the past financial year has been to integrate these two quite separate businesses into a new combined operation. I am pleased to report that this has now been achieved and that the new AIT management team is now a strong blend of the very best talent from both organisations. Effectively IMA has now become the heart of AIT's activities in the Americas. New Management Team We now have a new Senior Management Team reporting directly to me that is providing the overall direction and day-to-day management of AIT. The team are experienced professionals and I am very impressed with the way they are working together effectively to both help develop and to implement our new forward strategy. The Team comprises: Matthew White - Finance and Administration Geoff Probert - Software Development Paul Frederick - Business Development Jeff Dirubio - Acting Head of Worldwide Sales and Marketing Financial Overview for the year ended 31 March 2003 The year ended 31 March 2003 must be viewed as two distinct periods. The first half results reflected the massive impact that the events that occurred in May and June 2002 had on the Group's trading. Inevitably, key customers cancelled or delayed their plans to place new business with AIT, which had a major impact on top line performance. In the second half of the year we were able to substantially reduce our operating cost base from #22.8 million in the first half down to #11.4 million in the second half. The overall loss we are reporting is better than we forecast at the time of the refinancing and better than analyst projections. Sales for the full year were #17.6 million versus #36.2 million in the prior year. The operating loss for the full year, before exceptional items, was #16.7 million. One of our key initiatives upon joining AIT in September 2002 was to reduce our cost base to reflect expected levels of revenues. As a result, the swift actions taken to reduce our operational cost base enabled us to stem the operating losses (before exceptional items) from #14.4 million in the first half to #2.3 million in the second half of the financial year. A comparison of second half operating performance versus the first half operating performance is outlined below: 6 months to 6 months to Year to 30/09/2002 31/03/2003 31/03/2003 #m #m #m Sales 8.4 9.2 17.6 Operating costs before exceptional items 22.8 11.4 34.3 Operating loss before exceptional items (14.4) (2.3) (16.7) In addition to the reported operating loss, we have included #23.9 million of exceptional costs in our full year results. Following an impairment review of our investments, carried out in accordance with Financial Reporting Standard 11: ("Impairment of Fixed Assets and Goodwill"), we consider it appropriate to write down the goodwill arising on our prior acquisition of IMA by #10.4 million. We incurred a charge of #2.6 million on the impairment and disposal of our equity investments in associated undertakings and a further #0.5 million impairment charge against own shares held. The balance of the exceptional charges relates to costs associated with our restructuring and reorganisation activities as well as provisions for various property leases and other contracts. The overall loss before tax including exceptional charges for the full year was #41.2 million. (2002: loss of #9.3 million). We exited the year with #2.7 million in cash, which was ahead of plan, and long term debt of #9.0 million. Fundraising In order to improve the AIT balance sheet and to ensure we have sufficient funds to complete the second and third stages of our turnaround plan, we have decided to raise #5 million of new finance. This is in the form of convertible loan notes, which convert into ordinary shares in AIT at a price of 25 pence, as soon as shareholder approvals are obtained. Further details are provided in a separate announcement made today. With the revenue base now stabilised and costs reduced significantly to reflect the changed circumstances of the Group and the general trading environment, the Group now has a solid foundation for the continued implementation of our turnaround plan. The AIT Turnaround Plan As part of re-financing activities our new management team has developed a turnaround plan for AIT. Our plan has three distinct stages:- Stage 1 The rationalisation and downsizing of the combined AIT/IMA business to achieve an overhead cost base in line with realistic core business levels. This stage has been completed. Stage 2 The stabilisation of AIT to clearly demonstrate that the business is under strict financial control and is profitable. This stage began at the start of the current financial year and is expected to last for twelve to eighteen months. Stage 3 The development of our business to become a leading player in the market sectors we now address. We plan to achieve this by exploiting the clear technical lead of our new Portrait product and through the expansion of our international sales capability through direct and partner channels. Our objective in Stage 3 is to return AIT to the type of growth and profitability experienced during the first fifteen years of the Company's existence. In future reports to shareholders I shall report on our progress with reference to these three important stages in our turnaround programme. Achievements so far Stage 1 of our turnaround plan is now complete. We have reduced our operating costs from #44 million to the current annual run rate of #19 million. This has been achieved through a significant reduction in global headcount (from 515 as at 1 April 2002 to 174 as at 31 March 2003) as well as reducing the number of offices from five in the UK to one office in Henley and from three in the USA down to one main sales office in Connecticut and a small support office in California. We have also applied very strict financial controls in all operating areas, resulting in substantial savings in our overall cost structure. Despite the significant reduction in headcount we have emerged with a strong new organisation with employees who are highly motivated to complete the turnaround plan. We have retained forty staff working on Portrait new product development and have increased our overall direct sales resources substantially. A key aspect of Stage 1 was to retain the loyalty of AIT and IMA customers worldwide and I am pleased that this has been achieved. As an example of this, we have worked on a major project with Lloyds TSB Insurance and we expect this collaboration to continue throughout 2003. Live at Nationwide/Rainier Portrait is now live and fully operational with over 12,000 users at Nationwide. This makes it one of the largest successful Customer Interaction Management implementations in the Financial Services marketplace. Nationwide is the largest Building Society in the world, with over 10 million customers and over 12.55 million products. The Society has retained its mutual status, which means that ownership is held by its customers (or members) and the organisation is managed solely for the benefit of these members. As Nationwide has mutual status, it is extremely important to them that their customers are treated equally and individually and Portrait is enabling them to achieve this. "AIT has delivered a system that has not only met, but exceeded our expectations in terms of performance and reliability and this is a huge achievement," said Francis Walsh, Divisional Director Technology at Nationwide Building Society Portrait is now also live at Rainier Pacific Bank, which is headquartered in Tacoma, Washington, USA. Rainier Pacific Bank is one of the most successful community banking institutions in the Puget Soundregion of America, with 38,000 customers and over 100 products within banking, insurance, investment, lending, and financial planning. Portrait is enabling the Bank to increase productivity by automating processes and streamlining activities throughout its organisation. AIT is continuing to work with RainierPacific Bank and future projects will deliver integrated online self-service functionality. The Professional Services team, led by Gareth Evans, has ensured that these two customer implementations now provide very important reference sites for potential customers worldwide. In addition to the two live sites, we also have a number of prospects interested in Portrait implementations, which we are working on either directly or via our partner network. Sales Reorganisation We quickly realised during the first three months of our turnaround program that in parallel with the rationalisation activities we would need to quite radically overhaul the combined AIT and IMA client sales force. As a result we now have three new, high calibre Vice Presidents of Regional Sales covering our three main geographic territories:- Europe, Middle East & Africa - Tracy Isacke (based in Henley, UK) Asia Pacific - Chris Lowther (based in Singapore) The Americas - Rich Morrison (based in Connecticut, USA) Each territory has assembled a new team of professional sales staff who now sell our Portrait product internationally. Initial results from the new sales organisation are encouraging. We have recently appointed Rajesh John as Head of Worldwide Marketing and already he has made a major contribution in this important area. Market Positioning To date AIT has positioned itself as a Customer Relationship Management (CRM) company. Our plans are to progressively position AIT as a lead player in the focused niche called Customer Integration Management (CIM) within the CRM marketplace. CIM focuses on sales and service application functionality on multiple channel touch points including the call centre, branch and internet. It is typically suited for multi product organisations which are focused on a business to consumer customer base. CRM Market Place The vast majority of the work AIT has carried out to date is within the Customer Interaction Management segment, hence we have decided to focus our activities very specifically within this sector. We plan to integrate our Portrait product with "best of breed" solutions in the ECommerce and marketing analytics sector to ensure we can integrate optimum overall CRM solutions for our worldwide customers. In future we will be referring to AIT as a CIM company and all of our product development activities will be oriented towards producing leading edge solutions for this important market segment. The CIM market niche represents 30% of the overall US$10 billion CRM marketplace, with Analytics contributing 15%, E-Banking 10% and the balance being more general Salesforce Automation. Importantly, industry analysts predict that the CIM segment of the market will expand progressively over the next three to five years. The financial services community represents the largest user base in the CIM sector however, we are finding that other sectors (e.g. government, utilities, telecoms and healthcare) are starting to see the benefits that can be achieved by utilising advanced software products, such as Portrait, to help in the very critical multi-channel, customer interaction area. Partners and Alliances Unisys During the financial year, we significantly strengthened our partnership with Unisys who is now a major global partner in the CIM area. We have embarked on a number of important initiatives with Unisys in the sales and marketing area. This partnership is also providing many opportunities for us to jointly demonstrate our capabilities both within the Financial Services Sector and also in other sectors, such as government, where Unisys has a significant market presence. Our Unisys partnership has already resulted in our Portrait product being selected as the software supplier for a leading UK Police Force. Unisys has a powerful worldwide sales and systems integration capability and I am confident that by working together we can exploit many worldwide opportunities for our new Portrait product range. Microsoft AIT has worked closely with Microsoft for a number of years and we were among the first companies to adopt the new Microsoft .NET framework and web services architecture. As a direct result of this relationship and the very successful Nationwide implementation, we have expanded our relationship beyond the current UK partnership agreement. Regional Partners We continue to work with and expand our network of regional partners who help us exploit opportunities in particular market sectors and specific territorial areas. In particular we are working with:- * KSI in Japan who have developed a Japanese version of Portrait. * CPM who are working with their customer base in Brazil. * CPL who are exploiting opportunities in the wholesale and investment banking sector. New Product Development Over two hundred man years of effort have been invested in AIT's Portrait product and it is now live and operational in two significant customer sites. There have been a number of releases of the Portrait product over the past fiscal year. Major feature enhancements include - Computer Telephony Integration, Document Management, Batch Loading capability, Internationalisation support, Host Integration Framework and a number of performance, scalability and usability improvements. This was achieved during the second half of the financial year and is a credit to the AIT development team led by Tim Shaw. Now that Portrait is successfully operational we are starting to progressively focus our New Product Development activities in the following areas: * Expanding the depth and capability of the core product offering * Starting to develop a range of more application specific products based around our "Core" Portrait software * Working with Partners to develop specific versions of Portrait for new CIM Market Sectors (e.g. government) * Integration and ongoing platform support for Edge and 3r product lines. * AIT also continues to pursue opportunities with partners to integrate Portrait into other application environments and we continue to develop the product to enable this to happen. Portrait is a powerful product concept which enables organisations to improve significantly the customer interaction process in either single or multi-channel environments. Its Microsoft .NET architecture allows it to access remotely distributed data rapidly and easily without large and expensive central databases. The critical element of Portrait is the process centric architecture which allows business users and strategists to design, deploy, manage and change the processes that drive customer interactions across all channels. Not only does it enable companies to better understand customers, it also allows businesses to act upon changes in customer behaviour, competitive actions, macro-economic forces and regulatory compliance. Changing processes and introducing new products or services is easy to introduce - with no need for coding or armies of consultants. This is what significantly differentiates Portrait from other less flexible product offerings. Portrait makes companies successful by dramatically increasing their responsiveness to change. We believe that Portrait is a powerful concept in the CIM marketplace and we plan to continue to invest in new product development to ensure we maintain our technical leadership. Over time, we plan to develop a whole range of products for the global CIM market which will be based around the Portrait concept. AIT Staff AIT has always had an excellent reputation for employing quality staff as well as having a unique culture and I have been particularly impressed with the commitment that the staff have shown during what has been a very challenging period. We wish to retain the unique culture which exists within AIT and I would like to take this opportunity to personally thank all our worldwide staff for their support and the major contribution they have made to implement our turnaround plan. Going Forward We have now completed Stage 1 of our turnaround plan and are moving firmly onto stage 2. Our objective in stage 2 is to return the business to profitability in the current financial year. I am encouraged by the progress achieved to date and the visibility of revenues that we are achieving in the software support and services areas. The current financial year has started out well in terms of new licence wins and the prospects are continuing to build. However, as always it is hard to predict with confidence when new licence business will be signed. I am conscious that shareholders will wish to be kept informed of our progress during the current financial year and it is my intention to provide regular progress reports. Clearly the market for any company selling software remains challenging. However, looking beyond the coming financial year I remain confident that our focus on the CIM marketplace, coupled with the clear innovative approach embodied in our Portrait product range and our new initiatives in the direct and partner sales areas, will enable us to return AIT to a sound track record of growth in both sales and profitability as we move from Stage 2 to Stage 3 of our turnaround plan. The year ended 31 March 2003 presented many significant challenges to AIT and I would like to thank our employees, shareholders, customers, suppliers and the local community for the significant support they have shown to the Group. Nick Randall Chief Executive Officer 24 June 2003 FINANCIAL REVIEW Revenues Turnover for financial year 2003 was down 51% on prior year reflecting the widely reported downturn in the worldwide CRM software market, exacerbated by the period of financial uncertainty for the Group during the first half which impaired AIT's ability to secure new contracts. This was manifested by the reduction in licence sales and related revenues during the year which fell to #8.4 million from #13.0 million in 2002, and professional services revenue which fell to #9.2 million from #23.2 million in 2002. Despite the trading difficulties in the first half, AIT maintained a loyal customer base throughout the period and did not suffer any attrition from its core Portrait and 3r customers during the year. We were also very pleased with the rate of renewals of annual support of our extensive Edge customer base which was significantly higher than we had forecast. This strong customer loyalty gives us confidence that our products and service offerings remain competitive and that they continue to meet customers' high expectations of benefits and value delivery. Our overseas markets continue to represent an increasing share of our business and in 2003 revenues from the Americas region and AsiaPacific region accounted for 16% and 8% of all revenues respectively, compared to 8% and 3% respectively in 2002. Europe remains our most significant marketplace representing 76% of all revenues in 2003 (2002: 89%). Direct costs and overheads The cost reductions achieved in the second half of 2003 as part of the first stage of the turnaround plan were dramatic, but we have been careful not to compromise the Group's long term viability for the sake of short term savings. By far the largest cost reductions made were in respect of direct cost of sales, reflecting the need to rebalance the capacity of our professional services delivery team with the ongoing workload. We recognize the critical importance of continued investment in sustainable levels of research and development and targeted sales and marketing that will develop the business and deliver growth in the future. In the second half of 2003 our investment in research and development was 19% of sales in that period and sales and marketing represented 25%. The comparative figures for the full year to 31 March 2002 are 26% (reflecting the enormous investment in development of Portrait) and 14% respectively. We plan to increase investment in these areas on a prudent basis as we go forward, while maintaining stringent cost containment on all other areas of expense. Not all cost savings were achievable immediately upon the inception of the turnaround plan, however we had completed Stage 1 of the turnaround plan by the end of financial year 2003 and were able to commence the new financial year with a combined direct cost and overhead annualized run rate of approximately #19 million. Dividend Policy The Board's primary objective is to complete the turnaround plan and in doing so to return AIT to a position of financial strength and sustainable profitability and cash generation. Until the Board is confident that this has been achieved in all respects, including reducing the Group's reliance on debt financing, the Board believes it is in the best interests of shareholders to retain cash funds within the Group to complete these important objectives. Cashflow Cash outflow from operating activities during the year was #16.8 million (2002: #3.6 million) which included #5.4 million (2002: nil) cash outflows in respect of restructuring and reorganisation costs. After taking into account further cash flows for finance charges, tax, capital expenditure and acquisitions, total cash outflow before financing was #16.9 million (2002: #15.7 million). The #20.5 million raised from the refinancing during the year, plus #0.8 million provided by a Director and former Directors, was offset by debt repayments of #3.6 million and transaction costs of #2.2 million, to provide a net cash inflow from financing of #15.5 million (2002: #8.5 million). The net cash decrease for the year after financing inflows was #1.4 million (2002: #7.3 million). Cash balances at year end stood at #2.7 million (2002: #4.2 million). The Group has rigorously managed its cash flows during the turnaround period and strong cash management remains central to our turnaround strategy. June 2003 Fundraising In June 2003 the Group announced a #5 million fundraising to improve the AIT balance sheet and to ensure the Group has sufficient funds to complete the second and third stages of our turnaround plan. This fundraising is in the form of unlisted unsecured convertible loan notes. The loan notes are convertible into new ordinary shares of 2.5 pence each at a price of 25 pence per share, a discount of 7.4 per cent to the closing mid-market price on 24 June 2003. Conversion is conditional on shareholder approval and conversion will take place automatically immediately thereafter. On conversion, up to 20,000,000 new ordinary shares will be issued, representing approximately 38.8 per cent of the fully diluted share capital of the Company. Subsequent to conversion, certain of the loan note subscribers will together hold more than 30 per cent of the issued share capital of the Company. The Company will therefore be seeking a waiver from The Panel of Takeovers and Mergers from the obligation of such holders to make a general offer under Rule 9 of The City Code on Takeovers and Mergers, which is subject to approval by independent shareholders. Interest at a rate of LIBOR minus 2 per cent is payable to the subscribers of the loan notes quarterly in arrears, unless the loan notes are converted prior to 31 October 2003, in which case no interest will accrue. If not previously converted, the loan notes will have a term of five years. The loan notes may be redeemed in whole or in part by the Company at any time after 30 September 2004. If redemption of the loan notes occurs prior to the relevant shareholder approvals being obtained, the repayment will be as follows: - i. If redemption occurs prior to the third anniversary of issue, loan note subscribers will be paid three times the face value of the loan notes plus any unpaid accrued interest thereon; and ii. If redemption occurs after the third anniversary of the loan note, the subscribers will be paid the higher of three times the face value of the loan note plus any unpaid accrued interest and the market value of the ordinary shares, which the loan note would have represented had conversion taken place (calculated on the basis of the average price of the previous 10 trading days) plus any unpaid accrued interest. Other Financial Instruments The Group continues to benefit from the support of its major debt providers and gross debt at the year end stood at #9.0 million (2002: #12.0 million). The key components of this debt at 31 March 2003 were as follows: Bank Term Loan - National Westminster Bank Secured term loan of #6 million repayable in 16 quarterly instalments from September 2003 to June 2007. The loan bears interest at 2% over base. IMA Loan Notes Unsecured loan notes of US$3.5 million (#2.2 million) to part fund the acquisition of IMA in financial year 2002 repayable in 10 quarterly instalments between July 2005 and October 2007. The loan notes bear interest at 6%. Director's and Former Directors' Loans Unsecured loans of #0.8 million repayable at any time (at the Company's discretion) between September 2003 and August 2004. The Company has confirmed that it does not intend to make repayment of these loans before August 2004. The loans bear interest at 1% over base. In consideration of the new fundraising described above, the Group's bankers have agreed to provide further financial assistance by deferring #1.125 million of scheduled term loan capital repayments previously falling due in financial year 2004 so that capital repayments on the #6 million term loan now fall due in 16 quarterly instalments commencing April 2004. The Bank has further agreed to provide a standby working capital facility of #0.5 million. As a result of this revision to our banking facility, the #1.125 million of bank debt shown in the 2003 balance sheet as falling due within one year will no longer become payable during financial year 2004. The injection of additional cash funding and the deferral of loan repayment obligations since the year end have significantly bolstered our financial position and have secured our financial requirements for the foreseeable future. We are grateful for the continued support and assistance from our key investors and bankers, for demonstrating their confidence in our future prospects and for helping us succeed in delivering our turnaround plan. Matthew White Chief Financial Officer 24 June 2003 AIT GROUP PLC GROUP PROFIT & LOSS ACCOUNT for the year ended 31 March 2003 Before Exceptional Total Exceptional Items Including Items (Note 2) Total Exceptionals * 2003 2003 2003 2002 Notes #'000 #'000 #'000 #'000 TURNOVER 1 17,584 - 17,584 36,224 Cost of sales (15,101) (2,943) (18,044) (23,112) GROSS (LOSS)/PROFIT 2,483 (2,943) (460) 13,112 Distribution costs (5,386) (674) (6,060) (4,966) Administrative expenses (13,766) (19,903) (33,669) (16,817) OPERATING LOSS (16,669) (23,520) (40,189) (8,671) Share of associates' operating losses (141) - (141) (523) Loss on disposal of associate - (382) (382) - LOSS ON ORDINARY ACTIVITIES BEFORE FINANCE CHARGES (16,810) (23,902) (40,712) (9,194) Finance charges (515) (78) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (41,227) (9,272) Tax on loss on ordinary activities 405 973 LOSS FOR THE FINANCIAL YEAR AFTER TAXATION (40,822) (8,299) Dividends - (261) RETAINED LOSS (40,822) (8,560) Retained profit brought forward 112 8,672 RETAINED (LOSS)/PROFIT CARRIED FORWARD (40,710) 112 Basic loss per Ordinary share of 2.5p (2002: Ordinary share of 10p) 3 #(3.06) #(0.41) Dividend per share Nil p 1.30p *The results for 2002 include a #1,900,000 exceptional charge within cost of sales. GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2003 2002 #'000 #'000 Loss for the financial year (40,822) (8,299) Exchange translation differences 261 (180) Total recognised losses in the year (40,561) (8,479) AIT GROUP PLC GROUP BALANCE SHEET as at 31 March 2003 2002 2002 (restated (restated 2003 2003 see Note 4) see Note 4) #'000 #'000 #'000 #'000 FIXED ASSETS Intangible assets - goodwill 2,297 13,122 Tangible assets 1,302 1,996 Investments 1 2,508 3,600 17,626 CURRENT ASSETS Debtors 4,114 9,731 Cash at bank and in hand 2,735 4,182 6,849 13,913 CREDITORS: Amounts falling due within one year (4,220) (15,647) NET CURRENT ASSETS/(LIABILITIES) 2,629 (1,734) TOTAL ASSETS LESS CURRENT LIABILITIES 6,229 15,892 CREDITORS: Amounts falling due after more than one year (7,851) (20) PROVISIONS FOR LIABILITIES AND CHARGES (6,853) (2,880) ACCRUALS AND DEFERRED INCOME (10,364) (9,580) NET (LIABILITIES)/ASSETS (18,839) 3,412 CAPITAL AND RESERVES Called up share capital 2,655 2,057 Share premium 20,042 2,330 Other reserve 336 75 Merger reserve (1,162) (1,162) Profit and loss account (40,710) 112 SHAREHOLDERS' (DEFICIT)/FUNDS (18,839) 3,412 Shareholders' (deficit)/funds may be analysed as: Equity interests (20,878) 3,412 Non equity interests 2,039 - (18,839) 3,412 AIT GROUP PLC GROUP CASHFLOW STATEMENT for the year ended 31 March 2003 2003 2002 Notes #'000 #'000 NET CASH OUTFLOW FROM OPERATING ACTIVITIES (i) (16,766) (3,573) Returns on investments and servicing of finance Interest received 132 218 Interest paid (641) (289) Interest element of hire purchase agreements (6) (7) (515) (78) Taxation Taxation received/(paid) 1,077 (1,225) Capital expenditure Payments to acquire tangible fixed assets (75) (444) Proceeds from the sale of tangible fixed assets 59 27 (16) (417) Acquisitions Investments in associated undertakings (710) (2,802) Proceeds from the sale of investments 10 - Purchase of business undertakings - (8,326) Net cash acquired with business undertakings - 1,395 (700) (9,733) Equity dividends paid - (719) CASH OUTFLOW BEFORE FINANCING (16,920) (15,745) Financing Issue of new shares (net of expenses) 18,310 479 Debt due in less than one year - 8,000 Repayment of debt (2,000) - Loans received from Director and former Directors 754 - Repayment of loan note (1,518) - Hire purchase repayments in year (73) (13) Cash inflow from financing 15,473 8,466 DECREASE IN CASH IN THE YEAR (ii) & (1,447) (7,279) (iii) (i) RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2003 2002 #'000 #'000 Operating loss (40,189) (8,671) Depreciation charges 685 346 Impairment of goodwill 10,434 - Amortisation of goodwill 391 710 Provision against own shares 528 (41) Provision against associate 2,156 300 (Profit)/loss on sale of fixed assets (6) 1 Decrease in debtors 4,874 1,214 Increase in creditors 286 668 Increase in provisions 4,044 1,900 Other 31 - Net cash outflow from operating activities (16,766) (3,573) (ii) ANALYSIS OF MOVEMENT IN NET DEBT At 1 April Cash Foreign At 31 March 2002 Flow Other exchange 2003 #'000 #'000 #'000 #'000 #'000 Cash at bank and in hand 4,182 (1,447) - - 2,735 Debt due within one year (8,000) 2,000 4,875 - (1,125) Debt due in more than one year - - (4,875) - (4,875) Loan note (4,001) 1,518 - 261 (2,222) Hire purchase (73) 73 - - - Director's and former directors' - (754) - - (754) loans Net debt (7,892) 1,390 - 261 (6,241) (iii) RECONCILIATION OF NET CASH OUTFLOW TO MOVEMENT IN NET DEBT 2003 2002 #'000 #'000 Decrease in cash in the year (1,447) (7,279) Cash outflow (inflow) from decrease (increase) in debt and lease financing 2,837 (7,987) Change in net debt resulting from cash flows 1,390 (15,266) Loan notes used in consideration for acquisition of subsidiary - (3,821) Translation difference 261 (180) New finance leases - (34) Movement in net debt in year 1,651 (19,301) Net (debt)/funds as at beginning of year (7,892) 11,409 Net debt at end of year (6,241) (7,892) AIT GROUP PLC NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2003 1. SEGMENTAL INFORMATION Turnover includes revenue recognised from licence, maintenance, support, integration and development. Throughout the year, turnover was derived from a single class of business, being the provision and maintenance of information technology products and solutions. Turnover by geographical destination for the year was as follows: Year ended Year ended 31 March 2003 31 March 2002 #'000 #'000 Europe 13,425 32,378 North America 2,791 3,030 Rest of World 1,368 816 17,584 36,224 Turnover, operating loss and net assets by geographical source for the year were as follows: United Kingdom USA Group 2003 2002 2003 2002 2003 2002 #'000 #'000 #'000 #'000 #'000 #'000 Turnover 13,425 31,353 4,159 4,871 17,584 36,224 Operating loss (28,345) (6,272) (11,844) (2,399) (40,189) (8,671) Share of associates' operating loss (141) (523) - - (141) (523) Loss on disposal of (382) - - - (382) - associate Finance (charges) income (17) 144 (498) (222) (515) (78) Loss on ordinary activities before taxation (28,885) (6,651) (12,342) (2,621) (41,227) (9,272) Net (liabilities) assets (6,035) 2,732 (12,804) 680 (18,839) 3,412 2. EXCEPTIONAL ITEMS 2003 2002 #'000 #'000 Goodwill impairment 10,434 - Write down of associate investment 2,177 - Write down of treasury shares 528 - Restructuring and reorganisation costs 5,376 - Onerous leases and other commercial liabilities 5,005 1,900 23,520 1,900 Loss on disposal of associate 382 - 23,902 1,900 As a result of an impairment review carried out in accordance with Financial Reporting Standard 11 "Impairment of Fixed Assets and Goodwill" ("FRS11") the goodwill attributed to the prior year acquisition of IMA Inc. has been written down by #10.4 million during the year, based on revised forecasts discounted at 15%. Also in accordance with FRS11 the carrying value of the Group's investment in its associate was written down by #2.2 million following an impairment review carried out by the directors. Investment in own shares is carried at the lower of cost or market value. Following the suspension of the Company's shares in June 2002 and the subsequent capital reorganisation, the value of the shares held have been significantly reduced. As part of the capital reorganisation undertaken during the year, the Group incurred significant costs in restructuring and reorganising the business to reflect revised business objectives. Following the restructuring of the business the Group reassessed its contractual commitments with a number of its business partners and has made provision against those commitments which the directors now deem to have become onerous. These other commercial liabilities represent liabilities of the Group arising from the settlement of business arrangements with third parties 3. LOSS PER SHARE Basic loss per share of #3.060 (2002: loss per share of #0.406) is based on the loss after tax of #40,822,000 (2002: loss #8,299,000) and on a weighted average of 13,340,969 shares (2002: 20,423,185 shares). Financial Reporting Standard 14 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. For a loss making financial period where there are outstanding share options or warrants, diluted loss per share would only be increased by the exercise of out-of-the-money options or warrants. Since it seems inappropriate to assume that option holders or warrant holders would act irrationally, and since there are no other diluting items, diluted loss per share equals basic loss per share. 4. STATUTORY FINANCIAL STATEMENTS The financial information set out above does not constitute the Company's statutory financial statements for the years ended 31 March 2003 or 2002, but is derived from those financial statements. Statutory financial statements for 2002 have been delivered to the Registrar of Companies and those for 2003 will be delivered prior to the Company's annual general meeting. The auditors have reported on those financial statements; their reports were unqualified and did not contain statements under s237(2) or (3) Companies Act 1985. The prior year comparatives have been restated to reflect a reclassification of accruals and deferred income, previously included within creditors due within one year and now shown separately on the face of the balance sheet. This information is provided by RNS The company news service from the London Stock Exchange END FR BIGDLUXDGGXS
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