c Security Group Final Results RNS Number : 5748J Opsec Security Group PLC 18 July 2013

Transcription

1 c Security Group Final Results RNS Number : 5748J Opsec Security Group PLC 18 July th July 2013 ("OpSec", "the Company" or "the Group") Preliminary Announcement of Results for the Year Ended 31 st March 2013 OpSec Security Group plc, the supplier of anti-counterfeiting technologies, services and programmes announces its results for the year ended 31 st March Highlights Revenue 51.7m 38.3m Operating Loss (2.5)m (0.6)m Adjusted Operating Profit* 3.7m 2.3m Loss Per Share (2.3)p (3.4)p Adjusted Basic Earnings Per Share* 5.8p 2.0p * Adjusted for the charges for intangible amortisation and impairment, exceptional charges and share based payments (notes 2b and 8) Results benefitted from the acquisitions of Delta Labelling and the holographics business of JDSU;; Group revenue increased by 35% to 51.7 million: 6% growth ignoring the impact of acquisitions;; Group adjusted operating profit up by 58% to 3.7 million;; Cash inflow from operating activities of 8.4 million (2012: 1.5 million);; Closing cash balance of 6.0 million (2012: 4.9 million). David Mahony, Chairman, said: "The year to 31 st March 2013 was an active year for the Group and its management team. The Board believes that the recent acquisitions and the continued internal investments have positioned the Company for a period of sustained growth and profitability." For further information, please contact: OpSec Security Group plc Mark Turnage, Chief Executive (mturnage@opsecsecurity.com) Mike Angus, Finance Director (mangus@opsecsecurity.com) Shore Capital Stephane Auton/Patrick Castle 1/16

2 18 th July 2013 ("OpSec", "the Company" or "the Group") Preliminary Announcement of Results for the Year Ended 31 st March 2013 Chairman's Statement Introduction The results for the year to 31 st March 2013 were impacted significantly by the acquisitions of Delta Labelling and the holographic security business of JDS Uniphase Corporation ("JDSUH"). Annual Group turnover grew by 35% and adjusted operating profit grew by 58% to 3.7 million. Brand Protection, the largest of the market facing groups, achieved a 15% increase in revenue with the impact of the acquisitions offsetting a 4% reduction in organic sales. This reduction reflects the difficult economic conditions rather than the loss of any significant customers. Government Protection revenue increased by 34% (32% excluding acquisitions) due to the cyclical element inherent in the on-going supply of currency thread to a major Asian currency customer and higher sales to a European government. Transaction Cards revenue of 5.7 million was generated from our newly acquired business, JDSUH. Exceptional Items A number of major exceptional items impacted the year;; these included the costs relating to the acquisition of the holographic security business of JDSUH, reorganisation costs, inventory impairments and adjustments made to the contingent consideration provisions for both Delta Labelling ("Delta") and JDSUH. Full details of all these items are provided below. Acquisitions Delta is an established supplier of brand protection labels based in the UK and Hong Kong. During the year the business has been integrated into the OpSec Group and cross selling opportunities have been identified that will enable us to exploit the complementary product ranges of OpSec's brand protection activities and Delta's own range. The results for Delta were impacted by the administration of a key customer, Republic, late in the financial year. This administration also contributed to an impairment charge against the Delta intangible asset and a reduction in the provision for contingent consideration payable to the vendors of the Delta business. The acquisition of Delta was financed by a placing in April 2012 of 17.3m shares at 45p per share with a number of our major shareholders participating. The Group completed the acquisition of JDSUH on 12 th October 2012 for an initial consideration of $11.5 million. Further consideration of up to $4 million could become payable depending on the extent to which certain performance conditions are achieved during the 12 month period following completion of the acquisition. The consideration for the acquisition was satisfied from the Company's existing cash resources and additional bank facilities with JP Morgan Chase. Since the acquisition the JDSUH business has performed ahead of expectations and consequently an additional provision has been made for contingent consideration not anticipated at the time of the acquisition. Outlook A programme to strengthen the sales and marketing activities of the Group was initiated a year ago and has led to an increase in the number of leads and new contract opportunities. The Board are confident that the benefits of this investment will be seen in the current year. Further investments relating to the integration of the recent 2/16

3 acquisitions and enhancements to the Group's production and technology base continue to be undertaken. The year to 31 st March 2013 was an active year for the Group and its management team. The Board believes that the recent acquisitions and the continued internal investments have positioned the Company for a period of sustained growth and profitability. DA Mahony Chairman 18 th July 2013 BUSINESS REVIEW Chief Executive's Review Introduction OpSec is an international company whose mission is to provide solutions to its customers to combat counterfeiting and the related problems of diversion, grey marketing, online brand abuse and fraud. OpSec's customers include numerous governments and many of the world's largest corporations. OpSec has traditionally supplied technologies and solutions into two core markets: Brand Protection and Government Protection. In addition, OpSec owns 50% of 3dcd LLC, a joint venture which licenses technologies for the protection of optical disks (CDs and DVDs). During the year a third market, Transaction Cards, was added via the acquisition of the holographic security business of JDS Uniphase Corporation ("JDSUH"). OpSec's customers are served from its facilities in the USA, the UK, Germany, Hong Kong, and the Dominican Republic and via a network of over 40 agents worldwide. Strategy OpSec's strategy is to provide world-class authentication technologies and solutions into its core markets, leveraging its unique technology portfolio, its expertise, and its global distribution network. OpSec intends to invest in people, technology, manufacturing and distribution to continue its growth and broaden its product offerings. The Group will also continue to make acquisitions that fit its core market strategy or enhance its technology portfolio. Market Sectors OpSec's sales activities are organised by market-facing groups, each addressing its individual market with dedicated management, sales, sales support, and technology development teams. The market facing groups are supported by the operations and digital operations groups which provides them with products and services from the Group's facilities in Europe and the USA. Government Protection Revenue in the Government Protection market sector increased by 34% to 14.8 million (2012: 11.1 million). During the year the restructuring of the Government Protection group was completed. This involved the merger of the former ID and Banknote and High Security groups into a single market facing group, and the hiring of a number of new management and sales and marketing staff. Sales growth during the year was driven primarily by cyclical upturns in a number of key customer accounts, particularly currency security sales into an Asian currency customer and engineered film sales to an Eastern European government. This was somewhat offset by lower sales of our ID products, particularly in the USA. The Group acquired several new ID customers as a 3/16

4 result of its purchase of JDSUH. During the year OpSec signed a partnership agreement to jointly market the SecureEtag excise stamp solution with Xerox. Significant sales and marketing efforts have commenced. Brand Protection This sector recorded an increase in revenue of 15% for the financial year to 31.2 million (2012: 27.2 million). This included a full year contribution from Delta Labelling, the company acquired in March Overall economic conditions in Europe and to a lesser extent in North America led to a decline in brand protection sales across many major customers. While several US sports leagues and brands delivered strong results, this was not sufficient to counteract the significant slowdown in volumes associate with a weaker consumer market. With the addition of Delta Labelling and a small number of brand protection accounts acquired from JDSUH sales grew 15% during the period (4% decline adjusted for the impact of acquisitions). During the year OpSec reorganised the Brand Protection division and made significant new hires in sales management, sales and marketing to allow it to more capably serve key markets. Notably, as part of the Delta acquisition, OpSec acquired an office in Hong Kong to better serve its brand customers in the region. OpSec continues to be unique in providing brand protection solutions which encompass both the tagging and tracking of physical product through the supply chain, as well as the online monitoring of brand identity and activity, and the online sale of merchandise. This combination of online and offline solutions is driven by market needs for more timely information relating to supply chains, and OpSec believes it is well positioned to meet the needs of the market. Transaction Cards The Group completed the acquisition of JDSUH on 12 th October 2012 for an initial consideration of $11.5 million. The JDSUH business is primarily focused on the production and supply of security holograms and related optical-security devices for transaction cards. Key clients of the business include MasterCard, VISA and American Express. Revenue in the new transaction card market sector for the six months since the acquisition was 5.7 million. Geographical Business Units Following a reorganisation of the Group's management and operations the Group now has two operating segments, each of which is a reportable segment;; these are the Group's geographic business units. The principal change from the prior year is that the UK and German operations (together with the newly acquired Delta business) now form one operating segment, referred to as EMEA operations;; the comparative figures have been restated on the same basis. The JDSUH business acquired in the year is managed and integrated with the Group's other American operations so has been included in the American operations segment. These operations cover all the market sectors referred to above. American Operations Revenue in our American operations was $44.3 million, an increase of 19% against the prior year total of $37.4 million and includes the revenue from the JDSUH acquisition mid-year of $9.9 million. The American results were impacted negatively during the year by the weak performance of the Government 4/16

5 Protection group where revenues continued to decline. Gross margins decreased during the year from 40.4% to 34.4% due to the impact of the JDSUH acquisition which has lower gross margins. Elsewhere in the American operations savings on material yields were offset by increased direct labour costs and the fall in organic sales volumes. Overall adjusted operating profit decreased by 45% from $4.7 million to $2.6 million as the impact of lower volumes was compounded by significant investment in sales and marketing. EMEA Operations Revenue in the EMEA operations increased from 16.5 million to 24.9 million, principally as a result of deliveries to an established Asian currency customer which did not occur in the prior year and strong sales to a European government customer. These irregular order cycles are a common feature of large government orders received by the Group. The gross margin generated by the EMEA operations rose to 45.3% from 30.5% as a result of sales mix and the increased volumes during the year. Overheads increased as a result of higher sales commissions' payable and investment in the sales and marketing team. Adjusted operating profit increased to 3.4 million from 1.0 million. 3dcd Joint Venture The increased contribution from our joint venture during the year of 0.5 million (2012: 0.4 million) reflected one off equipment sales during the year to its major customer offset by the cost associated with a patent dispute, a settlement of which has now been agreed. Corporate The charge for share based payments in the current year was 0.23 million (2012: 0.34 million). Other corporate costs were broadly in line with the prior year at 1.8 million (2012: 1.9 million). The JDSUH acquisition On 12 th October 2012, the Company acquired the holographic security business of JDS Uniphase Corporation ("JDSUH") for an initial consideration of $11.5 million, satisfied in cash. The JDSUH Business is primarily focused on the production and supply of security holograms and related optical-security devices for transaction cards in addition to products for secure government documents and other brand protection customers. In the 6 months to 31 st March 2013 the business generated revenue of 6.3 million and contributed a net loss of 0.73 million to the Group result for the year, including an exceptional write down of inventory of 0.44 million. This business, which now forms part of the American operations, has performed ahead of expectations since the acquisition. The Delta Labelling acquisition On 31 st March 2012, the Company acquired the businesses of Delta Labelling Limited in the United Kingdom and Delta Labelling (HK) Limited in Hong Kong (together "Delta") for 13.7 million, satisfied in cash and shares. Delta designs, develops and supplies labels and brand protection products to retailers, apparel manufacturers and leading sports brands. The business generated revenue of 4.6 million for the year ended 31 st March 2013 and contributed million to the Group result for the year. The acquisition provides the Group with significant cross-selling opportunities: a new range of products to sell into the Group's existing customer base for brand protection products, and the opportunity to sell the Group's products to Delta's customers. The results for Delta were impacted by the administration of Republic late in the financial 5/16

6 year, and by weaker than expected sales to a major European brand customer. The Republic administration also contributed to an impairment charge against the Delta intangible asset and a reduction in the provision for the contingent consideration payable to the vendors of the Delta business. People OpSec has employees operating from its facilities in North America, the United Kingdom, Germany, Hong Kong and the Dominican Republic, as well as its optical laboratories in the United Kingdom and the corporate office in USA. OpSec believes strongly that employee recruitment, training and retention are critical to its success. The Group remains fully committed to maintaining its health, safety and environmental standards. Total Group headcount rose from 332 at the beginning of the financial year to 431 at 31 st March MT Turnage Chief Executive 18 th July 2013 BUSINESS REVIEW Financial Review Revenue The year to 31 st March 2013 saw Group revenue increase by 35% to 51.7 million (2012: 38.3 million). Of the increase, 10.9 million is attributable to the new acquisitions. The remaining increase came from the Government Protection market sector due to the cyclical element inherent in the supply of currency thread to a major Asian currency customer and higher sales to a European government. Gross profit margin Gross profit margin for the year rose from 39.6% to 40.5%. Exceptional costs There were exceptional costs during the year of 1.2 million (2012: 2.2 million). This represents the costs of the JDSUH acquisition, certain Group re-organisation costs arising from the administration at Republic and other integration activities, a write down of inventory at JDSUH and adjustments to the provision for contingent consideration for both the Delta and JDSUH acquisitions. Operating Profit Overheads increased by 32% due to the impact of the acquisitions, significantly increased sales commissions and increased headcount. Adjusted operating profit (adjusted for the effects of intangible amortisation and impairment, exceptional items 6/16

7 and share based payments) increased to 3.7 million from 2.3 million. Finance expense The net finance cost for the year was 0.7 million (2012: 1.1 million). This reflects the impact of exchange rate movements and terms of the new financing arrangement entered into with JP Morgan Chase during the previous year. Income Tax The tax credit in the income statement of 1.5 million (2012: charge of 0.1 million) arises predominantly from a carry back of current year tax losses, the utilisation of deferred tax assets and the utilisation of tax losses. Earnings per share Basic adjusted earnings per share increased to 5.8p (2012: 2.0p). Adjusted fully diluted earnings per share increased to 5.7p (2012: 2.0p). Balance sheet Net assets were up 9.4 million at 38.5 million (2012: 29.1 million). The principal movement arose from the acquisitions made during the year, funded in part by a share placing in April Cash flow Net cash inflow from operating activities increased to 7.1 million (2012: 0.3 million) as a result of the increased adjusted operating profit and favourable working capital movements in the period. In addition, the Group drew down 6.2 million (2012: 5.0 million) of additional borrowing, issued shares amounting to 9.8 million (2012: 0.2 million), and received dividends from its joint venture amounting to 0.6 million (2012: 0.5 million). The principal cash outflows during the year were the acquisitions of Delta and JDSUH ( 18.7 million), property, plant and equipment additions of 2.9 million (2012: 1.3 million) and interest and bank fee payments of 0.7 million (2012: 1.2 million). The major capital expenditure planned for the year ending 31 st March 2014 is the continued implementation of the new ERP system and selective investment in technology and capital equipment as we integrate the two new acquisitions into the Group. Overall the net cash inflow for the year was 1.0 million (2012: outflow of 1.0 million). After the positive effect of exchange rate fluctuations on cash of 0.1 million, (2012: negative 0.3 million), net cash and cash equivalents increased to 6.0 million (2012: 4.9 million). Liquidity Risk OpSec seeks to maintain a balance between continuity of funding and flexibility. The Group's financing is currently provided by Investcorp Technology Partners ("Investcorp") and JP Morgan Chase Bank. Investcorp hold 34,794,963 ordinary shares and 20,000, % redeemable convertible preferred ordinary shares of 35 pence per share. On 12 th October 2012 the Group increased its term loan with JP Morgan Chase from $6.3 million to $16.3 million. The additional debt was used to part fund the acquisition of JDSUH. Foreign currency risk A significant proportion of OpSec's net assets are in currencies other than Sterling. The Company's policy is to limit the translation exposure and the resulting impact on shareholders' funds by matching borrowing currencies to the currencies of its significant net assets. Throughout the year borrowings were primarily denominated in US Dollars. 7/16 The

8 Company does not hedge the translation effect of exchange rate movements on the income statement. The majority of OpSec's transactions are carried out in the functional currencies of its operations and so transaction exposure is limited. Principal exchange rates Average Closing US$: : HK$: The differences between the average and closing exchange rates are such that if the results for the year ended 31 st March 2013 were translated at the closing rates rather than the average rates, revenue would be decreased by 0.8 million and operating profit by 0.36 million. MW Angus Finance Director 18 th July 2013 Consolidated Income Statement Year ended 31-Mar-13 Year ended 31-Mar-12 Revenue 51,709 38,288 Cost of sales (30,766) (23,116) Gross profit 20,943 15,172 Distribution and selling costs (6,829) (4,316) Administrative expenses (11,121) (9,217) Exceptional items Intangible amortisation Intangible impairment Total administrative expenses (1,213) (1,955) (2,777) (17,066) (2,159) (449) - (11,825) (2,952) (969) Share of profit of jointly controlled entities Operating loss (2,487) (609) Finance income 139 (38) Finance expenses (851) (1,082) Net finance expense (712) (1,120) Loss before income tax (3,199) (1,729) Income tax 1,459 (126) Loss for the year attributable to equity holders of the parent (1,740) (1,855) Basic loss per share (p) (2.3) (3.4) Diluted loss per share (p) (2.3) (3.4) 8/16

9 Consolidated statement of comprehensive income Loss for the financial year (1,740) (1,855) Other comprehensive income/(expense) Foreign exchange translation differences 1,240 (373) Effective portion of changes in fair value of cash flow hedges (42) - Other comprehensive income/(expense) for the financial year, net of income tax 1,198 (373) Total comprehensive expense for the financial year attributable to equity holders of the parent (542) (2,228) Consolidated Statement of Changes in Equity For the year ended 31 st March 2013 Share Share Translation Hedging Retained Total Capital premium reserve reserve earnings equity Balance at 1 st April ,000 29,685 2,837 - (6,458) 29,064 Total comprehensive income for the year Loss for the period (1,740) (1,740) Other comprehensive income - - 1,240 (42) - 1,198 Total comprehensive income/(expense) for the period - - 1,240 (42) (1,740) (542) Transactions with owners recorded directly in equity Share based payments Issuance of shares 1,000 8, ,802 Own shares sold Own shares purchased (8) (8) Total transactions with owners 1,000 8, ,024 At 31 st March ,000 38,487 4,077 (42) (7,976) 38,546 For the year ended 31 st March 2012 Share Capital Share premium Translation reserve Hedging reserve Retained earnings Total equity Balance at 1 st April ,802 29,685 3,210 - (4,998) 30,699 Total comprehensive income for the year Loss for the period (1,855) (1,855) Other comprehensive income - - (373) - - (373) Total comprehensive (expense)/income for the period - - (373) - (1,855) (2,228) Transactions with owners recorded directly in equity Share based payments Issuance of shares Own shares sold Own shares purchased /16

10 Total transactions with owners At 31 st March ,000 29,685 2,837 - (6,458) 29,064 Consolidated Balance Sheet 31-Mar Mar-12 ASSETS Non-current assets Property, plant and equipment 8,946 7,227 Intangible assets 40,407 37,830 Investment in jointly controlled entity - 15 Deferred tax assets 4,292 3,446 Total non-current assets 53,645 48,518 Current assets Inventory 4,787 4,361 Trade and other receivables 9,980 9,006 Cash and cash equivalents 5,974 4,914 Total current assets 20,741 18,281 Total assets 74,386 66,799 LIABILITIES Current liabilities Interest-bearing loans and borrowings (2,296) (1,000) Deferred government grants (20) (20) Provisions (1,221) - Income tax payable (15) (445) Trade and other payables (12,722) (21,564) Total current liabilities (16,274) (23,029) Non-current liabilities Interest-bearing loans and borrowings (15,028) (10,794) Derivative financial instruments (42) - Deferred government grants (305) (320) Provisions (1,813) - Deferred tax liabilities (699) (1,658) Other payables (1,679) (1,934) Total non-current liabilities (19,566) (14,706) Total liabilities (35,840) (37,735) Net assets 38,546 29,064 EQUITY Capital and reserves Issued capital 4,000 3,000 Share premium account 38,487 29,685 Hedging reserve (42) - Translation reserve 4,077 2,837 Retained earnings (7,976) (6,458) Total equity attributable to equity holders of the parent 38,546 29, /16

11 Consolidated Statement of Cash Flows Year ended 31-Mar-13 Year ended 31-Mar-12 Cash flows from operating activities Loss for the year (1,740) (1,855) Depreciation 2,032 1,879 Amortisation of intangible assets 1, Impairment of intangible assets 2,777 - (Profit)/Loss on sale of property, plant and (18) 6 equipment Release of government grants (26) (25) Equity settled share based expense Share of profit of jointly controlled entities (465) (360) Finance income (139) 38 Finance expenses 851 1,082 Income tax (1,459) 126 Movement in inventory 1,558 (534) Movement in trade and other receivables 1, Movement in trade and other payables 1,749 (94) Movement in provisions 72 - Cash from operating activities 8,377 1,482 Interest paid (726) (1,158) Income tax paid (598) (20) Net cash inflow from operating activities 7, Cash flows from investing activities Acquisition of subsidiary undertaking (net of cash acquired) (18,698) 1,278 Acquisition of property, plant and equipment (2,907) (1,314) Proceeds from sale of property, plant and equipment 18 - Proceeds from sale of investment - 12 Dividends received from jointly controlled entity Interest received 139 (38) Net cash (outflow)/inflow from investing activities (20,820) 417 Cash flows from financing activities Payment of finance lease liabilities (206) (208) Drawdown of borrowings 6,187 4,989 Repayment of borrowings (1,024) (6,769) Proceeds from issuance of shares (net of costs) 9, Proceeds from sale of own shares - 57 Purchase of own shares (8) - Net cash inflow / (outflow) from financing activities 14,751 (1,733) Net increase / (decrease) in cash and cash equivalents 984 (1,012) Cash and cash equivalents at the start of the year 4,914 6,250 Effect of exchange rate fluctuations on cash 76 (324) Cash and cash equivalents at the end of the year 5,974 4, /16

12 Notes to the Preliminary Announcement For the year ended 31 st March ) Basis of preparation The financial information set out above has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the EU (Adopted IFRSs). The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 st March 2013 or The financial information for 2012 is derived from the statutory accounts for 2012 which have been delivered to the registrar of companies. The auditor has reported on the 2012 accounts;; their report was (i) unqualified, (ii) did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain statements under section 498 (2) or (3) of the Companies Act The statutory accounts for 2013 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the registrar of companies in due course. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive's Review above. The financial position of the group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review above. The Group meets its day to day working capital requirements through its cash balances and facilities with JP Morgan Chase Bank. Whilst the economic outlook remains uncertain, the Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its agreed facilities. After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the annual report and accounts which will be finalised on the basis of the financial information presented in this preliminary announcement. New standards The accounting policies used in the preparation of the financial information have been applied consistently throughout the Group and are unchanged from previous years. The impact of new standards and interpretations effective for the first time in the current year is not significant. Notes to the Preliminary Announcement For the year ended 31 st March ) Segment Information Following a reorganisation of the Group's management and operations the Group now has two operating segments, each of which is a reportable segment;; these are the Group's geographic business units. The principal change from the prior year is that the UK and German operations (together with the newly acquired Delta business) now form one operating segment, referred to as EMEA operations;; the comparative figures have been restated on the same basis. The JDSUH business acquired in the year is included in the American operations segment. Information regarding the results of each reporting segment is presented below /16

13 a) Segment revenue American operations 28,098 23,344 EMEA operations 24,825 16,506 Inter-segment revenue (1,214) (1,562) 51,709 38,288 Inter-segment revenue is determined on an arm's length basis. b) Segment result and reconciliation to loss before income tax American Operations 1,631 2,946 EMEA Operations 3, Segment result 4,998 3,899 Jointly controlled entity Corporate costs (1,775) (1,922) Adjusted operating profit 3,688 2,337 Exceptional administrative expenses (1,213) (2,159) Intangible amortisation (1,955) (449) Intangible impairment (2,777) - Share based payments (230) (338) Operating loss (2,487) (609) Financial income 139 (38) Financial expense (851) (1,082) Loss before income tax (3,199) (1,729) Notes to the Preliminary Announcement For the year ended 31 st March ) Total Operating Expenses Distribution and Selling Costs Distribution and selling costs 6,829 4,316 Administrative Expenses Technical support 1, Research and development costs 2,541 2,027 Administrative costs 7,467 6,192 Exceptional administrative expenses (see below) 1,213 2,159 Intangible amortisation 1, Intangible impairment 2,777-17,066 11,825 Total operating expenses 23,895 16,141 The exceptional costs are detailed below /16

14 Acquisition and other corporate restructuring costs Reorganisation costs Release of provision for contingent consideration - Delta Labelling (596) - Increase in provision for contingent consideration - JDSUH Inventory impairment - JDSUH Costs relating to Investcorp's cash offer for OpSec - 25 Prepayment penalty on Investcorp loan note - 1,619 1,213 2,159 4) Share of Profit of Jointly Controlled Entity The share of profit of jointly controlled entity represents the Group's share of the results of 3dcd for the year ended 31 st March ) Finance Income Interest income 2 6 Exchange gains/(losses) on foreign currency 137 (44) deposits 139 (38) Notes to the Preliminary Announcement For the year ended 31 st March ) Finance Expenses Interest expense on financial liabilities measured at amortised cost (721) (838) Amortisation of debt advisor fees (130) (244) (851) (1,082) 7) Taxation Corporation tax Overseas taxes - current year Overseas taxes - prior year - - UK taxes - prior year (43) (99) Deferred taxes Current year (867) 215 Prior year (666) /16

15 (1,459) 126 No corporation tax is payable in the current year by any of the Group's UK based companies due to existing trading and non-trading losses brought forward. A prior year credit of 43,000 (2012: 99,000) has been recognised in relation to a loss carry back claim in one of the Group's UK based companies. The prior year credit was in respect of an R&D tax credit claim. Current period corporation tax on profits arising in the Group's American operations comprises state taxes and federal taxes, which have been substantially eliminated due to losses brought forward from prior years. The majority of the overseas tax payable relates to activities within the Delta Hong Kong business. The deferred tax credit arising in the period mainly relates to the utilisation of the brought forward deferred tax asset in the UK entities and the release of a deferred tax liability in respect of the Delta business. At 31 st March 2013 the Group had recognised a net deferred tax asset of 4,292,000 (2012: 3,446,000) arising principally from losses available in the UK and America which can be utilised to offset future profits of the same trades and other short term timing differences. At 31 st March 2013 the Group also had an additional unrecognised deferred tax asset of 4,640,000 (2012: 5,845,000) in respect of unutilised tax losses and tax depreciation. This asset has not been recognised due to uncertainty relating to the utilisation of those tax assets. The reduction in the asset not recognised arises from a combination of the utilisation of losses, the change in the UK's mainstream rate of corporation tax rate from 24% to 23% and losses in the US expiring unutilised. The UK has also announced a phased reduction in the mainstream rate of corporation tax rate from 23% to 20% by 1 st April If the proposals are enacted as set out, the value of the unprovided deferred tax asset would be reduced by a further 330,000 to 4,310,000. Notes to the Preliminary Announcement For the year ended 31 st March ) Earnings per Share The calculations of earnings per share are based upon the following profits and numbers of shares Earnings Loss for the financial year (basic and diluted) (1,740) (1,855) Exceptional administrative costs 1,213 2,159 Intangible amortisation 1, Intangible impairment 2,777 - Equity settled share based payments Adjusted earnings for the financial year (basic and diluted) 4,435 1,091 Weighted average number of shares No. of shares No. of shares For basic EPS 76,611,685 54,827,230 Effect of share options and other awards 818, ,889 For diluted EPS 77,430,018 55,173, /16

16 9) A copy of the preliminary statement is available from the Company Secretary, 40 Phoenix Road, Crowther District 3, Washington, Tyne & Wear, NE38 0AD. 10) The preliminary announcement was approved by the Board of Directors for release on 18 th July END This information is provided by RNS The company news service from the London Stock Exchange FR SFFFWWFDSEFW 16/16