Crossword Cybersecurity Regulatory News (CCS)

20 Nov 2008 07:00



CCS.L

Clarity Commerce Solutions plc

("Clarity", the "Company", or the "Group")

Interim results for the six months ended 30 September 2008

Clarity Commerce Solutions plc (AIM:CCS), a leading specialist in the delivery of mission critical transaction processing solutions for the Ticketing, Hospitality, Retail and Leisure sectors, is pleased to announce its interim results for the six months ended 30 September 2008.

Highlights 

Revenues increased by 23% from £6.8m to £8.3m on continuing operations

Operating profit before amortisation of £0.4m from continuing operations (2007: loss £0.7m)

Net debt (excluding deferred consideration) reduced from £1.8m to £1.2m

MATRA earn out agreement successfully concluded 

Recent significant contract wins include BBA Dutch Waterways, Universal Studios Florida and Peel Hotels

Bank facilities renewed for 12 months on improved terms

Significant progress made in reducing costs

Management optimistic of further progress despite the economic climate 

Ken Smith, CEO commented:

"Following the Group's well-publicised difficulties in the first half of 2007, I am very pleased to announce that the Group continues to enjoy profitable growth, with recent high profile contract wins including Universal Studios and BBA Dutch Waterways. These successes along with our other recent orders are a clear demonstration of the strength of Clarity's software solutions and its significantly improved market focus.

In addition, I am delighted that we finalised advantageous terms with regards to the MATRA earn-out, and with our bankers for ongoing facilities. Clarity's management is focused on ensuring long term profitability via ongoing cost controls and I look forward to reporting further progress in due course"

Enquiries:

Chairman's statement

Overview

Despite difficult and uncertain economic and trading conditions, I am pleased to report that Clarity is making good progress and building upon the foundations established earlier this year. 

For the year ended 31 March 2008, I reported that the Group had created a solid foundation based on focusing on key markets, divesting non core businesses and closely managing costs. The Group has continued to make good progress building on this base and, notwithstanding the economic downturn, the Group has again delivered on its promises.

Good contract wins have been achieved in recent months within key markets, and these underpin the Board's belief that Clarity has an outstanding combination of products, services, and people who can provide imaginative, cost-effective solutions to increasingly demanding customers.

In addition to delivering improved revenue and profit performance, we have also made progress in other areas. These included the renewal of our banking arrangements on improved terms, concluding successfully the MATRA earn out agreement and further progress in significantly reducing the Group's cost base. The cost cutting programme was commenced earlier in the year, well before the current market difficulties, leaving the Group well placed for the future.

In strategic terms, we see last year (2007/8) as a year of reorganisation and recovery, this year (2008/9) as a year of consolidation and profitable growth, and next year (2009/10) as a year of opportunity and expansion. Although the Company's plans may well be impacted by the recessionary environment, the Board remains confident that Clarity, as an agile and innovative solutions provider, is very well placed for future success within its most important markets.

Financial highlights

The financial turnaround in the Group demonstrates that Clarity has the resilience and talent to succeed.

For the six months ended 30 September 2008, revenues from continuing operations increased significantly to £8.3m (2007: £6.8m) and the Group achieved an operating profit before amortisation of £0.4m from continuing operations compared to a loss in the first half of 2007 of £0.7m. 

Underlying the overall position, strong operating performances were contributed by our Retail and Ticketing divisions, with Leisure again providing a strongly profitable contribution. The Group's Hospitality division continued to underperform and steps are under way to restructure this division to improve its performance.

Operating expenses increased slightly from £6.2m to £6.8m. However, only part of Total Hospitality Solutions Ltd's costs were included in the figure for 2007 and, in addition, costs for 2008 included the Group's Raleigh operation from October 2007, which has delivered a profitable performance and several important sales prospects.

The Income Statement also shows the effect of our divesting the operations of Cyntergy Services Limited and Romulus Enterprises Limited in May 2008 and July 2008 respectively. The effect on the Income Statement was twofold - a profit on sale of the two businesses totalling £269,000, and trading losses incurred by the two businesses prior to divestment of £80,000. Following these disposals the Group has been able to focus more closely on core businesses and also on reducing debt.

After charges for the amortisation of acquired intangible assets (as required under IFRS) and reduced net finance costs, the Group loss before taxation from continuing operations was £39,000 (2007: loss £1.3m).

As a result of the above, the loss per share from continuing operations reduced from 6.04p to 0.32p in the period

In the Balance Sheet, deferred consideration of £4.1m (from both non current and current liabilities) relates to the MATRA earn out, which has now been crystallised and is payable via a combination of shares and cash. At the discretion of the Board, up to £1.8m may be settled at any time up to 30 September 2009 by the issue of Clarity shares, with the balance of £2.3m to be settled via loan notes over the next 3 years (of which, the first 12 months liability appears as "current"). Should the Board decide that the issue of equity is unattractive, it may elect to settle the equity component via additional loan notes, payable in monthly instalments, at the end of the initial loan notes term. Importantly, should the Board determine that it would be imprudent to pay out the monthly cash sums at any stage, it may suspend the monthly payments.

In the period, net debt (excluding deferred consideration) decreased from £1.8m to £1.2m.

Two businesses were divested in the first half of the year: Cyntergy Services Limited

The maximum consideration receivable by the Group for the disposal is £1,000,000 payable entirely in cash. Of this, £400,000 was received on completion with a further £100,000 receivable within twelve months. The balance of the consideration, of up to £500,000, arises in respect of training or help desk business introduced by Clarity to Cyntergy in the three year period following completion. At this stage, based on prudent assumptions, no provision for future consideration has been recognised in the interim financial statements for the six months ended 30 September 2008.

Romulus Enterprises Limited

The trade and some fixed assets of this company were sold for a cash consideration of £497,000 which was paid on completion. Should the acquirers sell the business within 18 months following the disposal, Clarity will receive 25% of any increase over the initial consideration. 

Divisional performance

During the six months ended 30 September 2008, three of the Group's divisions performed well with one division suffering from challenging trading conditions. 

The Ticketing division performed well, especially in France, where significant new orders were received for the Group's innovative cinema solutions. In the UK the business delivered a very solid performance with new cinema openings and software applications providing increased revenue. In the US, the Group's operations have struggled in recent months due to difficult market conditions and, as a result, the Group's office in Denver is being closed to stem further losses. Nevertheless the Ticketing division, as a whole, delivered a significant profit on revenues of £2.8m (2007: £2.4m).

The Retail division enjoyed a good first half, especially in the UK, where deliveries to Waterstone's, Schuitema (where rollout also started) and others resulted in strong revenues and a significantly increased operating profit. In the US, the contract win with Universal Studios absorbed a great deal of resources, resulting in several projects being delayed into the second half of the year, and therefore the US division recorded a smaller than expected profit. Nevertheless, the US business's pipeline is strong, and recent significant orders underpin our confidence in an improved second half performance. Over the long term, the Retail division is well-placed to deliver significant growth within the Group.

The Leisure division performed satisfactorily, achieving a respectable profit on revenues which were unchanged from the corresponding period in 2007. Profits would have been much higher but for development costs associated with the Group's new Leisure product. This product is now being released to the market on a staged basis.

The Hospitality division, which included a full six months of Total Hospitality Solutions Ltd (acquired in 2007), produced a disappointing performance with delayed revenues and some implementation issues, (which have since been resolved) leading to the division producing a small loss. Since the period end, a number of changes have been effected to reorganise the division to reduce its cost base and improve revenue generation. An early success has been an order from Peel Hotels, a prestigious chain, for the THS Phoenix product. The order demonstrates the strength of the Group's products, as well as our domain knowledge in this sector.

Central development costs, which had previously been a significant drain on the Group's resources, have been dramatically reduced whilst improving delivery. This has been achieved through a combination of refocusing staff onto revenue-earning projects within the divisions, focusing resources on key projects and concluding generic development programmes.

Head office and property costs continue to be addressed and a number of material savings have been made over recent weeks.

Operational review

Building on the success of the Retail division's experience, in April 2008, we established a Group-wide Solutions Delivery Group, to focus on improving our sales and marketing capabilities and addressing cross-divisional sale opportunities. This enabled the Group to leverage its significant sector experience into established and new markets.

An early example of this success was the Retail division's winning of a significant contract with the prestigious Universal Studios, Florida, to supply their Orlando theme park with all of their Point of Sale solutions for food and beverages. Under the terms of this contract, Clarity will service over 200 locations and 700 terminals across the Universal Orlando Resort, including Universal Studios theme park, the Islands of Adventure theme park, and the 30-acre City Walk entertainment complex. The initial value of this contact is over £420,000 plus an annual maintenance contract. The rollout of this contract is currently underway. 

In July 2008, further success came via an order from Dienst Binnenwaterbeheer Amsterdam ("BBA"), which is responsible for the commercial management of Amsterdam's waterways and demonstrates the Group's ability to service a European client base. The initial order was worth €586,000 plus an annual maintenance contract, with additional business already secured.

Over recent weeks, with the success of the Solutions Delivery Group, and the deteriorating economic climate, the Board has determined that, by integrating Clarity's key customer operations under the Solutions Delivery Group's structure, cross selling opportunities and cost efficiencies can be achieved, which an autonomous divisional structure does not afford. Accordingly, the businesses have been reorganised along these lines which, although preserving the domain expertise of the four key market areas, will operate under a unified structure.

With this fine tuning, we have identified further cost efficiencies which, we believe, will benefit our future performance without damaging the business. Having taken a decision to close our Denver office and scale back the central development team, we have extended our review to address other areas where savings might be achieved. This exercise has revealed potential savings in property rental costs, communications, professional fees and vehicles, and we plan to continue this programme on an ongoing basis. As a part of this process a number of staff reductions have been effected, principally in our head office and in the Hospitality division.

Financial controls and reporting continue to be improved, our debtors are being closely managed and a marketing programme is underway in order to better communicate our products and services to our target markets.

Customer contracts

Previous announcements have highlighted Clarity's rich customer base. With the vast majority of our revenue coming from existing customers we are well placed to prosper despite the difficult economic climate. Our key customers include such prestigious names as HMV, Waterstone's, National Amusements, Sodexo, Six Flags, John Lewis Partnership, Schuitema, YO! Sushi, Hallmark Hotels, Winn Dixie, London Drugs, Smart & Final, SuperValue and many more.

This year has seen a number of new names added to our customer list including Universal Studios, Peel Hotels and BBA which were announced previously. In addition, our US operation has recently closed an exciting order from Academy Sports and Outdoors. "Academy" is one of the USA's largest sporting goods retailers, operating over 100 stores across the south eastern US, and growing rapidly. Academy is purchasing MATRA's FREEDOM Solution Centre, which will be integrated with their sales audit and settlement process and inventory management systems. The Solution Centre implementation will start immediately, and is planned to complete in February 2009.

The Group's prospects remain encouraging for further orders during the second half of the current financial year.

Board Appointment

The Group was pleased to announce the appointment of Anthony Houldsworth to the Board on 24 October 2008. Tony co-founded MATRA in 1991 and led its sale to Clarity in 2006. MATRA has subsequently delivered an exceptionally strong performance for the Group winning large contracts across multiple retail verticals which include grocery, amusement parks and general merchandise. Tony brings a wealth of software experience to the Board and will play a key role across the Group.

Outlook

Over the last twelve months the Company has been restructured and refocused to address its key markets with recent contract wins and profits clearly demonstrating the success of this strategy. Although current market conditions are challenging across all industries, Clarity has proved its ability to adapt to changing conditions and compete very successfully against larger, less agile competitors and with smaller less well-capitalised businesses. The Company is also well-placed to cross-sell its software into new markets, which has the potential to open up new market opportunities at relatively low marginal cost.

As a result, although current markets are difficult, the Board remains confident of the Group's long term prospects and looks forward to reporting further progress in due course.

On behalf of the Board I would like to take this opportunity to thank Clarity's staff for their dedication to the Group and to thank our customers and suppliers for their continuing support in allowing the Company to make the most of its business opportunities. 

J O'Hara

Group Chairman

20 November 2008  Consolidated income statement

for the six months ended 30 September 2008

  Consolidated statement of recognised income and expense

for the six months ended 30 September 2008

Consolidated balance sheet

as at 30 September 2008

Consolidated cash flow statement

for the six months ended30 September 2008

Notes to the condensed consolidated interim financial statements

1 Reporting entity

Clarity Commerce Solutions plc is a public limited company incorporated and domiciled in England and Wales (registration number 3914814). The Company's registered address is Hooper House, Hatch Warren Farm, Hatch Warren Lane, Hatch Warren, Basingstoke, Hampshire RG22 4RA.

The Company's ordinary shares are traded on the AIM market of the London Stock Exchange plc. The condensed interim financial statements of the Group for the period ended 30 September 2008 comprise the Company and its subsidiaries.

Across the period the Group was primarily involved in the provision of software solutions for ticketing, leisure, hospitality, retail, business intelligence and support services with offices in the United Kingdom, United States, France and New Zealand. 

2 Going concern

The Directors have reviewed the projections for the forthcoming 12 month period from the date of approval of the financial information and based on the level of existing cash, projected income and expenditure, the Directors are satisfied that the Company and Group have adequate resources to continue in business for the foreseeable future. Accordingly the going concern basis has been used in preparing the Financial Statements. 

3 Basis of preparation

The Condensed Interim Financial Statements in this document does not constitute statutory financial statements for the purposes of s240 of the Companies Act 1985. The Statutory Financial Statements for the year ended 31 March 2008 ("Report and Accounts 2008") have been filed with the Registrar of Companies. The auditor's report on those Financial Statements, which were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), was unqualified and did not contain statements under s237(2) or s237(3) of the Companies Act 1985.

The Condensed Interim Financial Statements is the unaudited interim consolidated statements (the "Condensed Interim Financial Statements") of Clarity Commerce Solutions plc, a company incorporated in Great Britain and registered in England and Wales, and its subsidiaries (together referred to as the "Group") for the six month period ending 30 September 2008 (the "interim period"). The condensed interim financial statements are unaudited.

The Condensed Interim Financial Statements have been prepared on the basis of the accounting policies set out in the Report and Accounts 2008. The presentation of the Condensed Interim Financial Statements is consistent with the Report and Accounts 2008. Where necessary comparative information has been reclassified or expanded from the previously report Condensed Interim Financial Statements to take into account any presentational changes made in the Report and Accounts 2008.

The Condensed Interim Financial Statements were approved by the Board and authorised for issue on 19 November 2008.

4 Critical judgements and estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. If in the future such estimates and assumptions, which are based on management's best judgement at the date of preparation of the financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which circumstances change. Where necessary, the comparatives have been reclassified or extended from the previously reported results to take into account presentational changes.

Impairment of goodwill, intangible assets and investments

Where there is an indication that the carrying value of items in goodwill, intangible assets and investments may have been impaired through events or changes in circumstances a review will be undertaken of the recoverable amount of those assets based on a value in use calculation which will involve estimates and assumptions to be made by management.

5 Geographic segments

Below is an analysis of revenue by geographic location.

6 Earnings/(loss) per share

The calculations of loss per share are based on the loss after tax for the financial period and the following numbers of shares:

As a result of the loss for the year there is no difference between the number of shares used in the calculations for basic and diluted loss per share (2007: no difference).

7 Consolidated statement of changes in equity

8 Disposals

On 30 April 2008 the group completed the sale of Cyntergy Services Ltd to Lumos Services Ltd and on 27 May 2008 the Group completed the sale of the business and assets of Romulus Enterprises Ltd to Linegem Ltd. The reconciliation of the profit and loss of the sale of these activities with the cash proceeds and the net assets disposed of are set out in the table below:

9 Discontinued operations

The results of the discontinued operations, which have been included in the consolidated income statement, are as follows: