TIDMPON
RNS Number : 6369J
Psion PLC
09 August 2012
9 August 2012
PSION PLC
Results for the six months ended 30 June 2012
Psion PLC, the mobile computing solutions company, today
announces unaudited results for the six months ended 30 June
2012.
6 months 6 months
GBPm (except per share amounts) to 30.6.2012 to 30.6.2011
--------------------------------- -------------- --------------
Revenue 80.2 81.4
Adjusted EBITDA(3) 2.3 2.1
Operating Loss (8.6) (5.2)
Normalised Operating Loss(3) (1.8) (3.9)
Loss before tax (8.7) (5.3)
EPS (Diluted) (6.4p) (2.8p)
Dividend per share - 1.3p
Cash generated from operations 1.7 0.4
FINANCIAL OVERVIEW Cash 18.5 26.8
--------------------------------- -------------- --------------
HIGHLIGHTS
* Completed restructuring plan in first half to reduce
cost base by GBP6m annually with GBP4m benefit in
2012. Cost of restructuring of GBP3.6m in H1 2012
------------------------------------------------------------
* Revenue flat in constant currency terms reflects
continued tough trading conditions in the period
------------------------------------------------------------
* Euro currency weakness (compared with prior period)
impacted revenue translation and gross margin
achieved
------------------------------------------------------------
* Motorola Solutions Inc. recommended offer to acquire
entire share capital of Psion PLC for 88p per share
in cash announced 15 June 2012. Offer expected to
complete in fourth quarter subject to regulatory
approvals having been obtained
------------------------------------------------------------
Outlook
The Motorola Solutions Inc. (Motorola Solutions) offer to
acquire Psion is expected to complete in the fourth quarter of
2012. From a product perspective, Psion shipped 8.4% more units
than in the same period last year and the Group's new product
lines, Omnii and EP10, have continued to gain traction in the first
half and are expected to continue to grow as customers increasingly
embrace the technology protection and flexibility inherent in these
product families. Further product releases based on the Omnii
modular platform are expected in the coming year to refresh other
elements of the product portfolio. The Group's operating costs have
been substantially reduced following the restructuring programme
completed in the first half, enabling the Group to weather
uncertain conditions in European and other economies and the
weakening of the Euro in what will be a challenging second
half.
For further enquiries, please contact:
Psion
John Conoley - CEO
Adrian Colman - CFO +44 (0) 207 025 6860
Buchanan Communications +44 (0) 207 466 5000
Charles Ryland psion@buchanan.uk.com
Louise Hadcocks
Notes
1. Psion is a pioneer in quality mobile handheld computers
and their application in industrial markets around the
world. We've innovated in the field of mobile computing
since 1980, starting with the invention of the PDA; through
to helping our global customers solve their business problems
today. Our clients include Volkswagen, RWE npower, E.ON,
BMW, Goodyear, Copenhagen Airports, and many others.
Through our open innovation business model, we have the
ability to work directly with our customers and partners
to co-create new variants of our mobile hardware, software
and services that meet the specific needs of the marketplace.
This collaboration is made possible by our open innovation
community site, www.ingenuityworking.com.
Psion PLC is a public company listed on the London Stock
Exchange. It is headquartered in London with corporate
offices located in Europe, North America, Asia, Latin America,
Africa and the Middle East.
For more information, visit: www.psion.com
2. Certain statements in this announcement are forward looking
statements. Such statements are based on current expectations
and by their nature are subject to a number of risks and
uncertainties that could cause actual results and performance
to differ materially from any expected future results or
performance expressed or implied by the forward-looking
statement. The information does not assume any responsibility
or obligation to update publicly or revise any of the forward-looking
statements contained herein.
3. Definitions
Normalised operating profit is defined as operating profit
before exceptional operating costs and share based payment
charge and after deducting the net capitalisation of development
expenditure.
Adjusted EBITDA is calculated as profit before interest,
taxation, depreciation, amortisation, profit/loss on disposal
of property, plant and equipment, share based payments
charge and exceptional items.
The reconciliation of operating profit to normalised operating
profit/(loss) and adjusted EBITDA from continuing operations
is presented below:
6 months 6 months Year ended
to 30.6.12 to 30.6.11 31.12.11
GBPm GBPm GBPm
------------ ------------ -------------
Operating (loss) / profit from continuing
operations (8.6) (5.2) 0.2
Add back share based payments charge 0.5 0.1 0.6
Add back exceptional operating costs 5.7 3.9 3.9
Add back / (deduct) capitalised development
costs net of amortisation 0.6 (2.7) (4.7)
------------ ------------ -------------
Normalised operating (loss) / profit (1.8) (3.9) -
Depreciation and amortisation 4.7 3.3 7.2
(Deduct)/add back capitalised development
costs net of amortisation (0.6) 2.7 4.7
------------ ------------ -------------
Adjusted EBITDA 2.3 2.1 11.9
------------ ------------ -------------
OPERATIONAL REVIEW
Performance
Psion's performance in the first half has been resilient in
light of the continuing tough economic trading conditions around
the world, largely driven by the uncertain economic climate in
Europe. The Group has improved its normalised operating performance
by GBP2.1m from a loss of GBP3.9m in the first half of 2011 to a
loss of GBP1.8m in the first half of 2012.
The market penetration achieved by Psion products in the half is
a principal achievement, as the Group has shipped 8.4% more units
than in the same period last year with some 33% (2011: 10%) of
these from the newer Omnii and EP10 product ranges. The Group's
restructuring plan completed in the first half has substantially
reduced the Group's operating cost base and is therefore another
key success for the Company. The increase in product shipments has
enabled the Group to maintain revenues, in constant currency terms,
in a tight market environment where customer decisions have been
highly focused towards cost of product. Foreign exchange rates have
also impacted the reported revenue and gross margin achieved due to
the weaker Euro currency where the Group derives approximately 45%
of its revenues compared with the US dollar which represents the
primary currency for cost of sales. The Group's previously
announced restructuring plan was completed in the first half of
2012, resulting in a charge of GBP3.6m in the half which will
deliver an expected saving of GBP4m in 2012 and GBP6m in 2013.
Motorola Solutions recommended offer to acquire Psion
On 15 June 2012 Motorola Solutions and Psion announced that they
have agreed the terms of a recommended cash offer to be made by
Motorola Solutions to acquire the entire issued and to be issued
share capital of Psion (the Offer). The full terms and conditions
of the Offer and the procedures for acceptance were set out in the
offer document issued by Motorola Solutions on 12 July 2012 (the
Offer Document).
Terms used in this announcement have the meanings given to them
in the Offer Document unless stated otherwise. All references to
time in this announcement are to London time.
Under the terms of the Offer, Psion Shareholders who accept the
Offer will be entitled to receive 88 pence in cash for each Psion
Share held. The Offer values the entire issued and to be issued
share capital of Psion at approximately GBP129.3 million and
represents a premium of 66.2 per cent. to the six month average
price prior to the start of the Offer Period of 52.9 pence per
Psion Share.
As of 15 June 2012, Motorola Solutions had contracted to acquire
and procured irrevocable undertakings to accept (or procure
acceptances of) the Offer (including from Psion Directors) in
respect of aggregate holdings of 37,997,640 Psion Shares
representing approximately 27.0 per cent of the existing issued
share capital of Psion. In addition, as at 1:00pm on 2 August 2012,
being the First Closing Date of the Offer, Motorola Solutions had
received valid acceptances of the Offer in respect of 98,276,380
Psion Shares (representing approximately 69.4 per cent. of the
existing issued share capital of Psion, and approximately 77.1 per
cent. of the Psion Shares to which the Offer relates), which
Motorola Solutions may count towards the satisfaction of the
acceptance condition to the Offer. Accordingly, as at 1.00 p.m. on
2 August 2012, Motorola Solutions either owned or had received
valid acceptances of the Offer in respect of a total of 112,353,624
Psion Shares (representing approximately 79.4 per cent. of the
existing issued share capital of Psion). The Offer, which remains
subject to the terms and conditions set out in the Offer Document,
is being extended and will remain open for acceptance until the
next closing date which will be 1.00 p.m. on 23 August 2012.
The Offer is subject to the conditions and further terms as set
out in the Offer Document and the Form of Acceptance which include,
amongst other things:
-- Motorola Solutions having acquired not less than 90 per cent.
of the Psion Shares to which the Offer relates and of the voting
rights attached to those shares; and
-- satisfaction of antitrust conditions in Canada, Germany,
Portugal and the UK, which conditions shall be satisfied only if
the clearances are obtained on terms satisfactory to Motorola
Solutions and in accordance with the terms of the Cooperation
Agreement.
People
The Board is grateful for the dedication and loyalty shown by
everyone in the Company in delivering the positive operational
performance in the first half of the year.
Dividends
Under the terms of the current Offer from Motorola Solutions to
acquire Psion, the Board of Directors is not proposing an interim
dividend in 2012 (2011: 1.3 pence per share).
FINANCIAL REVIEW
Revenue
Revenue for the first half of 2012 amounted to GBP80.2m (2011:
GBP81.4m). On a constant currency basis revenues for the first half
of 2012 are in line with the comparative figure for the first half
of 2011 of GBP79.9m.
Revenue by geography
2011 H1 Difference
2012 2011 Constant in Constant
H1 H1 Change Currency currency
Geography GBPm GBPm GBPm % GBPm GBPm %
------------ ------ ------ ------- ------- ---------- ------------- -------
EMEA 49.2 49.9 (0.7) -1.4% 47.6 1.6 3.4%
Americas 24.3 23.7 0.6 2.5% 24.2 0.1 0.4%
Asia 6.7 7.8 (1.1) -14.1% 8.1 (1.4) -17.3%
------ ------ ------- ------- ---------- ------------- -------
Total 80.2 81.4 (1.2) -1.5% 79.9 0.3 0.4%
------ ------ ------- ------- ---------- ------------- -------
Note: Due to changes in the management of the operating segments
of the Group in 2011 the results for operations in Dubai have
transferred in 2011 from EMEA to Asia. The impact of this change to
present the 2011 H1 results on this basis is a transfer of GBP1.0m
of revenue from EMEA to Asia in the comparative results. There was
no impact on consolidated revenue as a result of this
reclassification.
On a constant currency basis EMEA grew by 3.4% and the Americas
showed growth of 0.4%, offsetting the impact of lower revenues from
Asia. EMEA performance was driven by a resilient performance in
France and strong performance in the UK and Germany, partly
tempered by weaker performance from Italy and Spain. In the
Americas, growth in North America was largely offset in South and
Latin America in part due to tighter import controls in certain
jurisdictions and the lack of suitable distribution channels to
market. Asia revenues have been impacted by macro-economic
pressures which have impacted demand from the steel and ports
industries in China where the Group derives a significant
proportion of its Asian revenues. Orders booked in the period were
GBP79.0m (2011: GBP82.0m). The closing order book value at 30 June
2012 was GBP28.7m (30 June 2011: GBP34.0m).
Revenues by category
Difference Difference
in in
2011 H1 Constant Constant
2012 2011 Constant Currency Currency
Category (GBPm) H1 H1 Currency GBPm %
------------------------- ----- ----- ---------- ----------- -----------
Hardware 58.5 59.1 58.0 0.5 0.9%
Customer Service 18.0 18.0 17.8 0.2 1.1%
Software & Professional
Services 3.7 4.3 4.1 (0.4) -9.8%
Total 80.2 81.4 79.9 0.3 0.4%
----- ----- ---------- ----------- -----------
Note: Disclosures in table above are provided for additional
information purposes only and do not form part of the Group's
segmental reporting. The comparative analysis has been re-presented
to reflect the change in management's own categorisation of
revenues, with Software now reported within Software and
Professional Services.
Hardware revenues of GBP58.5m in the first half of 2012 were
GBP0.5m more than the first half of 2011 on a constant currency
basis. Overall unit volumes for hardware increased 8.4% from
approximately 52,600 units to 57,000 units however the positive
impact on hardware revenue was offset by mix changes in the sales
profile towards smaller and cheaper devices and some price pressure
on average selling prices driven by tough trading conditions.
Gross Profit
Gross Profit Margin of 35.4% was below the 38.2% achieved in
2011 (36.2% in 2011 on a constant currency basis), impacted by the
weaker Euro when compared to the US dollar as most product costs
are in US dollars and approximately 45% of the Group's revenues are
in Euro. In addition to this, the change in mix of products also
contributed to lower margins. The lower gross margin percentage
achieved resulted in lower gross profit of GBP28.4m (2011: GBP31.1m
reported, GBP28.9m on a constant currency basis).
Operating expenses
Operating expenses (before exceptional operating costs, net
capitalisation of development expenditure and share based payments
charge) were GBP30.2m (2011: GBP35.0m). The decrease is
attributable to the impact of the restructuring programme
undertaken in the first half and continued tight cost control,
together with the additional efforts in launching the new PDA
product (EP10) in the first half of 2011 which were not repeated in
the first half of 2012. Headcount has reduced from 895 full time
equivalents at 31 December 2011 to 824 full time equivalents at 30
June 2012. Operating expenses as reported were GBP37.0m (2011:
GBP36.3m).
Total research and development expenses (including amounts
capitalised) were GBP6.3m (2011: GBP8.3m) of which GBP4.4m (2011:
GBP4.4m) were charged through the income statement in the half. The
higher level capitalised in the first half of 2011 reflects the
profile of programme expenses on new products principally in
relation to EP10 and XT15 in the prior half.
A reconciliation of operating costs from a statutory basis to
the basis used in calculating Normalised Operating performance is
as set out below.
2012 2011
GBPm GBPm
Reported statutory operating costs (37.0) (36.3)
Motorola Solutions Offer transaction costs 2.1 -
Restructuring costs 3.6 -
Japan settlement - 3.9
Share based payments charge 0.5 0.1
-------------------------------------------- ------- -------
Capitalised development costs (1.9) (3.9)
Amortisation of development costs 2.5 1.2
-------------------------------------------- ------- -------
Net capitalisation of development costs 0.6 (2.7)
------- -------
Normalised operating costs (30.2) (35.0)
------- -------
Exceptional operating costs in the period of GBP5.7m reflect
transaction costs incurred to date associated with the Motorola
Solutions Offer to acquire Psion of GBP2.1m and the costs of the
restructuring programme completed in the first half of 2012 to
reduce the cost base of the Group which amounted to GBP3.6m.
Exceptional operating costs in the prior period of GBP3.9m
reflect the settlement cost and legal fees, net of insurance
proceeds, with the major claimant in the Japanese legal actions
initiated against the Group in 2008 in relation to unauthorised
trades and a guarantee of third party obligations (see Note 9).
Operating result
The operating result for the half, after exceptional items, was
a loss of GBP8.6m (2011: Operating loss of GBP5.2m). Adjusted
EBITDA for the period increased by 10% to GBP2.3m from GBP2.1m in
2011. The Group believes that a normalised operating profit figure
and adjusted EBITDA (as previously defined) are appropriate
measures of underlying operating performance. The Group reported a
reduced normalised operating loss of GBP1.8m in the half (2011:
normalised operating loss of GBP3.9m; constant currency basis
GBP5.3m normalised operating loss). A reconciliation from
normalised operating profit to operating profit from continuing
operations is set out below:
6 months 6 months
to 30.6.12 to 30.6.11
GBPm GBPm
------ ------------ ------ ------------
Normalised operating loss (1.8) (3.9)
Development costs capitalised in year 1.9 3.9
Amortisation of capitalised development
costs (2.5) (1.2)
------ ------
Net capitalisation of development costs (0.6) 2.7
Japan litigation settlement - (3.9)
Restructuring (3.6) -
Motorola Solutions Offer transaction
costs (2.1) -
Share based payments charge (0.5) (0.1)
------------ ------------
Operating loss from continuing operations (8.6) (5.2)
------------ ------------
The reconciliation of loss from continuing operations to
adjusted EBITDA is presented below:
6 months 6 months
to 30.6.12 to 30.6.11
GBPm GBPm
------------ ------------
Loss from continuing operations (9.0) (4.0)
Tax charge / (credit) 0.3 (1.3)
Net finance costs 0.1 0.1
Share based payments charge 0.5 0.1
Depreciation and amortisation 4.7 3.3
Exceptional operating costs 5.7 3.9
Adjusted EBITDA 2.3 2.1
------------ ------------
Interest and Taxation
Finance costs net of investment income in the half amounted to
GBP0.1m (2011: GBP0.1m).
The tax charge for the first half of GBP0.3m arises from those
geographies where the Group generates profits which cannot be
relieved by tax losses elsewhere in the Group.
Cash
Gross cash balances at 30 June 2012 amounted to GBP18.5m (Dec
2011: GBP25.2m). Net cash from operations (pre cash exceptional
costs) amounted to GBP4.8m (2011: GBP4.3m) with working capital
improvements of GBP3.0m (2011: GBP2.5m) mitigating the trading loss
for the period.
Intangible asset purchases relating to capitalised product
development expenses (primarily in relation to new variants of VMT,
OMNII family and EP10), as well as other intangibles such as
software and patents amounted to GBP2.0m (2011: GBP4.7m); and
tangible asset purchases amounted to GBP0.4m (2011: GBP0.8m).
Payment in 2012 of the final dividend from 2011 of GBP3.8m (2010
final dividend paid in 2011: GBP3.8m) accounted for the majority of
the remaining movement in cash balances from the position at 31
December 2011.
The Group had net obligations under finance leases at 30 June
2012 of GBP1.7m (31 December 2011: GBP2.0m) and loan balance of
GBP0.7m (31 December 2011: GBP0.7m) as part of its participation in
a Spanish Government grant funded project into RFID development.
Net of these obligations the Group's net cash position at 30 June
2012 was GBP16.1m (31 December 2011: GBP22.5m).
Foreign Exchange rates
Foreign exchange rate movements relative to the Group's GBP
reporting currency are shown below. The Group's financial
transactions are heavily weighted towards Euro denominated revenues
with USD and CAD denominated expenses constituting the majority of
the cost structure. In the half the weakening Euro has impacted the
EUR:GBP and EUR:USD rates as below which has had a negative impact
on reported revenues and gross margin achieved.
H1 2012 H1 2011 Change H1 2012 H1 2011 Change
Average Average % Closing Closing %
--------- --------- --------- ------- --------- --------- -------
EUR:GBP 1.21 1.15 5% 1.24 1.11 12%
CAD:GBP 1.59 1.58 1% 1.60 1.55 3%
USD:GBP 1.58 1.62 -2% 1.57 1.61 -2%
EUR:USD 0.77 0.71 8% 0.79 0.69 14%
Principal risks and uncertainties
Psion's business and share price may be affected by a number of
risks, not all of which are in our control. The principal risks
which were identified at the time of the last Annual Report and
Accounts and relevant mitigating factors have not changed since the
year end and detailed explanations can be found in the Annual
Report and Accounts 2011 on pages 16 and 17. A summary of the key
risk areas is provided below.
-- Competitive threats
-- Intellectual property and patent infringement
-- Supply chain
-- Market environment
-- Foreign currency
From the above risk factors those of particular relevance to the
financial outcome for the second half of 2012 are;
-- Differentiation risks - New product releases gaining market
traction, in particular in North America
-- Economic environment risks - Dependence on the resilience of
our customers' capital expenditure plans
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2012 - unaudited
Note 6 months 6 months Year
ended ended 30.6.11 ended
30.6.12 GBPm 31.12.11
GBPm GBPm
----- --------- --------------- ----------
CONTINUING OPERATIONS
Revenue 2 80.2 81.4 176.0
Cost of sales (51.8) (50.3) (108.8)
--------- --------------- ----------
GROSS PROFIT 28.4 31.1 67.2
Distribution costs (17.7) (17.7) (36.3)
--------------------------------------- ----- --------- --------------- ----------
Administrative expenses (13.6) (14.7) (26.8)
Exceptional operating costs 3 (5.7) (3.9) (3.9)
--------------------------------------- ----- --------- --------------- ----------
Total administrative expenses (19.3) (18.6) (30.7)
---------------
OPERATING (LOSS) / PROFIT 2 (8.6) (5.2) 0.2
Investment income - - 0.1
Finance costs (0.1) (0.1) (0.2)
--------- --------------- ----------
(LOSS) / PROFIT BEFORE TAX (8.7) (5.3) 0.1
Tax (charge)/credit 4 (0.3) 1.3 (2.1)
--------- --------------- ----------
LOSS FROM CONTINUING OPERATIONS (9.0) (4.0) (2.0)
DISCONTINUED OPERATIONS
Loss for the period from discontinued
operations 5 - (0.1) 0.1
--------- --------------- ----------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE PARENT (9.0) (4.1) (1.9)
OTHER COMPREHENSIVE INCOME
Exchange (loss)/gain on translation
of goodwill in foreign operations (1.1) (2.9) 0.4
Exchange (loss)/gain on translation
of foreign operations (1.2) 0.1 (0.2)
--------- --------------- ----------
TOTAL COMPREHENSIVE INCOME (11.3) (6.9) (1.7)
--------- --------------- ----------
LOSS PER SHARE
From continuing operations
Basic 7 (6.39p) (2.84p) (1.42p)
--------- --------------- ----------
Diluted 7 (6.39p) (2.84p) (1.42p)
--------- --------------- ----------
From continuing and discontinued
operations
Basic 7 (6.39p) (2.92p) (1.35p)
--------- --------------- ----------
Diluted 7 (6.39p) (2.92p) (1.35p)
--------- --------------- ----------
Condensed Consolidated Balance Sheet
As at 30 June 2012 - unaudited
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
--------- --------- ----------
NON-CURRENT ASSETS
Goodwill 102.4 100.2 103.5
Other intangible assets 19.3 18.5 20.4
Property, plant and equipment 10.6 10.9 11.9
Prepayments 0.5 0.7 0.6
Deferred tax assets 3.2 5.4 3.3
--------- --------- ----------
136.0 135.7 139.7
--------- --------- ----------
CURRENT ASSETS
Inventories 15.6 18.9 18.2
Trade and other receivables 43.4 41.6 48.5
Current tax assets 0.9 - 0.4
Derivative financial instruments 0.2 - 0.5
Cash and cash equivalents 18.5 26.8 25.2
--------- --------- ----------
78.6 87.3 92.8
--------- --------- ----------
TOTAL ASSETS 214.6 223.0 232.5
--------- --------- ----------
CURRENT LIABILITIES
Trade and other payables 51.3 49.5 53.8
Tax liabilities 0.8 0.4 1.3
Obligations under finance leases 0.7 1.2 0.7
Derivative financial instruments - 0.2 -
Provisions 1.4 1.5 1.4
--------- --------- ----------
54.2 52.8 57.2
--------- --------- ----------
NON-CURRENT LIABILITIES
Other loans 0.7 - 0.7
Obligations under finance leases 1.0 0.6 1.3
Provisions 1.0 1.7 1.5
--------- --------- ----------
2.7 2.3 3.5
--------- --------- ----------
TOTAL LIABILITIES 56.9 55.1 60.7
--------- --------- ----------
NET ASSETS 157.7 167.9 171.8
--------- --------- ----------
EQUITY
Share capital 21.2 21.1 21.1
Share premium 16.1 15.7 15.7
Capital reserve 98.7 98.7 98.7
Translation reserve 20.4 19.7 22.7
Retained earnings 1.3 12.7 13.6
--------- --------- ----------
TOTAL EQUITY 157.7 167.9 171.8
--------- --------- ----------
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2012 - unaudited
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
--------- --------- ----------
SHARE CAPITAL
Balance at start of period 21.1 21.1 21.1
Exercise of equity share options 0.1 - -
--------- --------- ----------
Balance at end of period 21.2 21.1 21.1
--------- --------- ----------
SHARE PREMIUM
Balance at start and end of period 15.7 15.7 15.7
Exercise of equity share options 0.4 - -
--------- --------- ----------
Balance at end of period 16.1 15.7 15.7
--------- --------- ----------
CAPITAL RESERVE
Balance at start and end of period 98.7 98.7 98.7
--------- --------- ----------
TRANSLATION RESERVE
Balance at start of period 22.7 22.5 22.5
Exchange difference on translation
of goodwill in foreign operations (1.1) (2.9) 0.4
Exchange difference on translation
of foreign operations (1.2) 0.1 (0.2)
Balance at end of period 20.4 19.7 22.7
--------- --------- ----------
RETAINED EARNINGS
Balance at start of period 13.6 20.5 20.5
Loss for the period (9.0) (4.1) (1.9)
Recognition of share based payments
charge 0.5 0.1 0.6
Dividends (note 6) (3.8) (3.8) (5.6)
Balance at end of period 1.3 12.7 13.6
--------- --------- ----------
TOTAL
Balance at start of period 171.8 178.5 178.5
Exercise of equity share options 0.5 - -
Exchange difference on translation
of goodwill in foreign operations (1.1) (2.9) 0.4
Exchange difference on translation
of foreign operations (1.2) 0.1 (0.2)
Loss for the period (9.0) (4.1) (1.9)
Recognition of share based payments
charge 0.5 0.1 0.6
Dividends (note 6) (3.8) (3.8) (5.6)
--------- --------- ----------
Balance at end of period 157.7 167.9 171.8
--------- --------- ----------
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2012 - unaudited
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
--------- --------- ----------
OPERATING (LOSS)/PROFIT FOR THE PERIOD (8.6) (5.2) 0.2
Adjustments for:
Depreciation of property, plant and equipment 1.6 1.5 3.0
Amortisation of other intangible assets 3.1 1.8 4.2
Share-based payments charge 0.5 0.1 0.6
Decrease in provisions (0.5) (0.3) (0.3)
Operating cash flows before movements
in working capital (3.9) (2.1) 7.7
Decrease/(increase) in inventories 2.4 (0.6) (0.4)
Decrease/(increase) in receivables 4.8 6.6 (1.5)
(Decrease)/increase in payables (1.6) (3.5) 1.5
--------- --------- ----------
Cash generated by operations 1.7 0.4 7.3
--------- --------- ----------
Tax received 0.2 0.2 0.2
Tax paid (1.4) (1.0) (1.7)
Interest paid (0.1) (0.1) (0.2)
--------- --------- ----------
NET CASH FROM/(USED IN)OPERATING ACTIVITIES 0.4 (0.5) 5.6
--------- --------- ----------
INVESTING ACTIVITIES
Interest received - - 0.1
Purchases of intangible assets (2.0) (4.7) (8.9)
Purchases of property, plant and equipment (0.4) (0.8) (2.3)
--------- --------- ----------
NET CASH USED IN INVESTING ACTIVITIES (2.4) (5.5) (11.1)
--------- --------- ----------
FINANCING ACTIVITIES
Dividends paid (note 6) (3.8) (3.8) (5.6)
Loans received - - 0.7
Repayment of obligations under finance
leases (0.3) (0.3) (0.7)
NET CASH USED IN FINANCING ACTIVITIES (4.1) (4.1) (5.6)
--------- --------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (6.1) (10.1) (11.1)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 25.2 36.9 36.9
Effect of foreign exchange rate changes (0.6) - (0.6)
--------- --------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 18.5 26.8 25.2
--------- --------- ----------
Notes to the Interim Financial Statements
Six months ended 30 June 2012 - unaudited
1. General information
Reporting entity
Psion PLC ("the Company") is a company incorporated in Great
Britain under the Companies Act 2006 ("the Act"). The principal
activities of the Group are providing enterprise mobile computing
solutions, integration services and product support and maintenance
to customers worldwide. The Company's registered office address
is 22 Soho Square, London, W1D 4NS, United Kingdom.
The condensed set of consolidated financial statements of the
Group as at, and for the six months ended, 30 June 2012 comprises
those of the Company and all its subsidiaries. The condensed
set of consolidated financial statements has neither been audited
nor reviewed by the auditors, and neither were the comparative
figures for the six months ended 30 June 2011. The information
for the year ended 31 December 2011 does not constitute statutory
accounts as defined in s434 of the Act. A copy of the statutory
accounts for that year has been filed with the Registrar of
Companies. The auditor's report on those financial statements
was unqualified. The auditor's report did not contain a statement
under section 498 (2) or 498 (3) of the Act.
Statement of compliance
The condensed set of consolidated financial statements has been
prepared in accordance with IAS 34 - "Interim Financial Reporting"
as adopted by the European Union. They do not include all of
the information required for full annual financial statements,
and should be read in conjunction with the consolidated financial
statements of the Group as at, and for the year ended 31 December
2011.
Significant accounting policies
The accounting policies applied and presentation and methods
of computation followed by the Group in the condensed set of
consolidated financial statements are the same as those applied
in the Group's consolidated financial statements for the year
ended 31 December 2011, which were prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union. Copies of the December 2011 Annual Report and
Accounts are available from the Secretary at the registered
office.
Basis of preparation
The condensed set of consolidated financial statements has been
prepared on the going concern basis. The Directors have taken
into account cash flow projections, the current strength of
the Balance Sheet (in particular the cash resources of the Group)
in reaching their conclusion that there is a reasonable expectation
that the Group has adequate resources to continue in operational
existence for the foreseeable future.
Estimates
The preparation of the condensed set of consolidated financial
statements requires management to make judgements, estimates
and assumptions that affect the application of the accounting
policies and the reported amounts of assets and liabilities,
income and expense. The estimates are made taking account of
all relevant information available but there can be no certainty
that actual future results will match the estimates.
The critical judgement areas in preparing this condensed set
of consolidated financial statements are the same as those applied
to the consolidated financial statements as at and for the year
ended 31 December 2011, i.e. the valuation of goodwill (after
reviewing the assumptions in our value in use model, consistent
with prior periods), the calculation of the deferred tax asset
and the assessment of third party claims in Japan as further
described in note 9. The further areas where significant estimates
have to be made are in the provisions for warranty costs, bad
debts, slow moving inventory and onerous lease costs.
2. Segmental Analysis
The Group is managed on a geographical basis using a regional
structure. The geographical segments are the basis on which
the Group reports its results within its internal reporting
to the Chief Executive Officer (the chief decision maker) and
the Board for the purposes of resource allocation and assessment
of segmental performance. Inter-segment revenues are eliminated
in such internal reporting prior to reporting the regional
performance. Segment balance sheet information is not included
in the Group's internal reporting.
The Psion corporate activity segment comprises the Group's
development centre to which goodwill is attributed, together
with expensed development costs, amortisation of capitalised
development costs and associated staff costs, together with
costs of Group functions.
The June 2011 analysis has been re-presented to conform with
the December 2011 and continuing presentation. The Dubai market
has been moved from EMEA to Asia, reallocating GBP1.0m revenue
and GBP0.4m operating profit.
6 months 6 months Year
ended ended Ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
--------- ----------- ------------
Revenue by geographical market
Americas 24.3 23.7 53.2
EMEA 49.2 49.9 106.1
Asia 6.7 7.8 16.7
--------- ----------- ------------
Total revenue from continuing operations 80.2 81.4 176.0
--------- ----------- ------------
Results
Operating profit / (loss) before
exceptional items
Americas 3.5 3.8 9.3
EMEA 10.6 12.8 28.2
Asia 1.5 2.4 5.4
--------- ----------- ------------
15.6 19.0 42.9
Corporate costs (18.5) (20.3) (38.8)
Exceptional operating costs (5.7) (3.9) (3.9)
--------- ----------- ------------
Operating (loss) / profit from continuing
operations (8.6) (5.2) 0.2
Investment income - - 0.1
Finance costs (0.1) (0.1) (0.2)
--------- ----------- ------------
(Loss) / profit before tax (8.7) (5.3) 0.1
Tax credit / (charge) (0.3) 1.3 (2.1)
--------- ----------- ------------
(Loss) / profit for the period from
continuing operations (9.0) (4.0) (2.0)
--------- ----------- ------------
The accounting policies of the reportable segments are the same
as the Group's accounting policies which are described in the
Group's 2011 Annual Report and Accounts.
3. Exceptional operating costs
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
------------ ----------- ------------
Restructuring costs (a) 3.6 - -
Japanese costs (b) - 3.9 3.9
Transaction costs (c ) 2.1 - -
------------ ----------- ------------
5.7 3.9 3.9
------------ ----------- ------------
(a) A restructuring programme in various countries undertaken
to realign costs in light of uncertain economic conditions.
(b) Settlement costs relating to unauthorised trade in the
Japanese business in 2008, offset by insurance proceeds received
(See Note 9).
(c) The financial advisory, legal and accounting costs incurred
in the first half of the year in relation to the Motorola
Solutions Offer to acquire Psion PLC. Total costs expected
to be incurred if the transaction completes are estimated
at approximately GBP3.0m (see Note 8).
4. Taxation
The tax charge for the first half of GBP0.3m arises from those
geographies where the Group generates taxable profits which cannot
be relieved by tax losses elsewhere in the Group.
5. Discontinued operations
The results for the period from the discontinued
operations are analysed as follows:
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
---------------- -------------- ------------
Finance costs
Release of onerous lease
provision - - 0.2
Unwinding of discount on
provisions - (0.1) (0.1)
---------------- -------------- ------------
- (0.1) 0.1
---------------- -------------- ------------
The results from discontinued operations all relate
to the UK.
6. Dividends
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
GBPm GBPm GBPm
-------------------- ------------------ ------------
Amounts recognised as distributions
to equity holders in the period:
Paid final dividend for the year ended
31 December 2011 of 2.7p (2011-final
dividend for 2010 - 2.7p) per share 3.8 3.8 3.8
Paid interim dividend for 2011 of 1.3p
per share - - 1.8
-------------------- ------------------ ------------
3.8 3.8 5.6
-------------------- ------------------ ------------
Proposed interim dividend for the year
ended 31 December 2012 of nil (2011
- 1.3 p) per share - 1.8
-------------------- ------------------
Final dividend declared for the year
ended 31 December 2011 of 2.7p per share 3.8
The proposed dividends are not included in liabilities in
the Balance Sheet at 30 June 2011 or 31 December 2011.
7. Loss per share
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
Number Number Number
--------------- -------------------- -----------------
Number of shares
Weighted average
number of ordinary
shares for the
purposes of basic
earnings per share 140,785,053 140,757,048 140,764,815
Dilutive effect of
potential
ordinary shares:
Share options 29,177 77,460 119,123
--------------- -------------------- -----------------
Weighted average number
of ordinary
shares for the purposes
of diluted
earnings per share 140,814,230 140,834,508 140,883,938
--------------- -------------------- -----------------
The denominators above are used for the purposes of calculating
basic and diluted earnings per share.
6 months 6 months Year
ended ended ended
30.6.12 30.6.11 31.12.11
FROM CONTINUING OPERATIONS
GBPm GBPm GBPm
------------------ ------------------- -------------
Loss for the purposes of basic and
diluted earnings per share from
continuing
operations (9.0) (4.0) (2.0)
------------------ ------------------- -------------
Loss per share from continuing Pence Pence Pence
operations
------------------ ------------------- -------------
Basic loss per share (6.39) (2.84) (1.42)
------------------ ------------------- -------------
Diluted loss earnings per share (6.39) (2.84) (1.42)
------------------ ------------------- -------------
FROM CONTINUING AND DISCONTINUED
OPERATIONS
GBPm GBPm GBPm
------------------ ------------------- -------------
Loss for the purposes of basic and
diluted earnings per share being
net
loss attributable to equity
holders
of the parent (9.0) (4.1) (1.9)
------------------ ------------------- -------------
Loss per share from continuing and
discontinued operations Pence Pence Pence
------------------ ------------------- -------------
Basic loss per share (6.39) (2.92) (1.35)
------------------ ------------------- -------------
Diluted loss per share (6.39) (2.92) (1.35)
------------------ ------------------- -------------
8. Contingent liabilities
From time to time the Group is exposed to claims of alleged
infringement of agreements and patents which, where believed
to be invalid, the Group vigorously defends. Provision for
costs is made when the likelihood of a case proceeding is
adjudged as probable unless such costs cannot be reasonably
estimated. Disclosure is made of potentially material matters
where, on the basis of legal advice, an adverse outcome cannot
currently be judged as remote.
The Group may continue to incur costs defending claims and
pursuing actions in connection with receivable and alleged
payable amounts in Japan. It is not possible to quantify the
costs at present and they will continue to be expensed as
incurred. (See Note 9)
In relation to the Motorola Solutions Offer the Group has
contingent fee arrangements with its advisers such that a
further GBP0.9m of fees become payable if the Motorola Solutions
Offer completes. This would bring the total transaction costs
for the Offer to approximately GBP3.0m.
9. Japan
On June 2, 2011, the Group reached agreement to settle the
largest of the Japanese legal actions initiated against the
Group in 2008 in relation to unauthorised trades and a guarantee
of third party obligations. The net cost in 2011 to the Group
of this settlement, including legal costs, was GBP3.9m (after
insurance proceeds of GBP1.5m). This net cost was reported
as exceptional operating costs in the Condensed Consolidated
Statement of Comprehensive Income (Note 3). After this settlement
the remaining contingent liability is estimated at GBP1.9m
(JPY 0.23bn at 30 June 2012 exchange rates). The status of
these remaining claims and actions against the Group has not
changed since last reported in the 2011 Annual Report.
10. Related party transactions
Transactions between companies within the Group, which are
related parties, have been eliminated on consolidation and
are not disclosed in this note.
Other than remuneration and dividends on their shareholdings
there were no material transactions with the directors.
11. Motorola Solutions Offer to acquire Psion
On 15 June 2012 Motorola Solutions and Psion announced they
had agreed the terms of a recommended cash offer to be made
by Motorola Solutions for the entire issued and to be issued
share capital of Psion. Under the terms of the Offer, Psion
Shareholders who accept the Offer will be entitled to receive
88 pence in cash for each Psion Share held. The Offer values
the entire issued and to be issued share capital of Psion
at approximately GBP129.3 million. The Offer is subject to,
amongst other things, shareholder and regulatory approvals.
Responsibility statement
The Directors confirm that to the best of their knowledge:
-- The condensed set of consolidated interim financial statements
has been prepared in accordance with IAS 34 - "Interim Financial
Reporting" as adopted by the European Union;
-- The Interim Results include a fair review of the information
required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules of the
Financial Services Authority, being an indication of important
events that have occurred during the first six months of
the financial year and their impact on the condensed consolidated
interim financial statements and a description of the principal
risks and uncertainties for the remaining six months of
the year, and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules of the
Financial Services Authority, being:
i. related party transactions that have taken place in the
first six months of the current financial year and that
have materially affected the financial position or performance
of the Group during that period, and
ii. any changes in the related party transactions described
in the financial statements for the half year ended and
as at 30 June 2012.
Approved by the Board on 8 August 2012 and signed on its behalf
by:
John Conoley Adrian Colman
Chief Executive Officer Chief Financial Officer
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EANPPESAAEFF
Psion (LSE:PON)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Psion (LSE:PON)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024
