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RWS Holdings (RWS)

Sector:

Support Services

Index:

FTSE AIM 50

473.38p
   
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      2.88p
  • 52 Week High: 481.63
  • 52 Week Low: 328.00
  • Currency: UK Pounds
  • Shares Issued: 42.32m
  • Volume: 6,607
  • Market Cap: £200.31m
  • RiskGrade: 120
  • Beta: 0.08

Interim Results

RWS Holdings PLC
31 May 2006



                                                                     31 May 2006

                                RWS Holdings plc
                    Interim for the year ended 31 March 2006

RWS Holdings plc (RWS), Europe's leading provider of intellectual property
support services (patent translations and technical searches) and technical
translations, is pleased to announce its unaudited interim results for the six
months ended 31 March 2006.

Highlights:

   • Sales increased by 13% to £19.4M

   • Profit before tax and goodwill increased by 29.2% to £4.5M (new record)

   • Normalised earnings per share were 8.1p (2005 - 6.4p), on an increased 
     number of shares in issue

   • Interim dividend increased by 12% to 1.85p per share

   • Excellent cash flow from operations; net cash of £13.3M at 31 March

   • Eclipse (2005 acquisition) fully integrated and performing ahead of 
     expectations

   • High margin database service - PatBase - has secured subscriptions well in 
     excess of targets

   • Solid growth in the core business underpinned by client wins and rising 
     numbers of patent applications

   • Foreign exchange exposure in Euros and US dollars largely hedged to 
     30 September at favourable rates

Executive Chairman, Andrew Brode commented:

"RWS is pleased to be reporting further substantial growth and record financial
achievements.


Our strategy of building upon our market leading positions in patent
translations and information search and supply, where quality is at a premium,
has been demonstrably successful.


Our finances and order book are strong. Intellectual property protection is
gaining in importance worldwide and provides the fundamental driver for our
business. These factors underpin our confidence in further progress in the
second half of the year."


For further information, please contact:


RWS Holdings plc
Andrew Brode                                 Tel: 01753 480200


Weber Shandwick Square Mile
Nick Oborne                                  Tel: 020 7067 0700


About RWS


RWS is Europe's leading provider of intellectual property support services
(patent translations and technical searches to the medical, pharmaceutical,
chemical, aerospace, defence, automotive and telecoms industries). RWS also
provides specialist technical, legal and financial services for areas outside
the patent arena. RWS is based in the UK with offices in Europe, North America,
Japan and China.


For further information visit www.rws.com





RWS Holdings plc
Interim Results 2006
Chairman's Statement
_______________________________________________________________________________________________


I have pleasure in presenting a further record set of results for your Company
for the six months ended 31 March 2006.


Business Overview


RWS is Europe's leading provider of intellectual property support services and
high level technical, legal and financial translation services. The core
business - patent translations - is the largest operation of its kind in Europe,
translating over 30,000 patents and intellectual property related documents each
year. It services a blue chip multinational client base from Europe, North
America and Japan, active in patent filing in the medical, pharmaceutical,
chemical, aerospace, defence, automotive and telecoms industries, as well as
patent agents acting on behalf of similar clients. The Group comprises two
principal business units - Translations and Information. The Translations'
activities account for over 90% of sales. The Information unit offers a
comprehensive range of patent search, retrieval and monitoring services and has
recently developed PatBase, the largest collection of patent families, available
as a subscription service.


Strategy


Our strategy is to focus upon organic growth driven by the rising numbers of
patent applications worldwide. We expect to build market share through the
exploitation of our leading position and reputation in what is otherwise a
fragmented sector. We will deploy our substantial cash holdings for selective
acquisitions providing they can be demonstrated to enhance shareholder value.


Results


RWS has continued to grow, driven by its market leading position in its core
patent translation activity.


Sales and profit for the six months ended 31 March 2006 again achieved record
levels. Sales grew by 13% to £19.4M; profit before tax and goodwill amortization
rose by 29% to £4.5M (2005: £3.5M). The Group benefited from margin improvement,
a full contribution from Eclipse and favourable currency movements.


Earnings and Dividend


Normalised earnings per share were 8.1p (2005: 6.4p) on an increased number of
shares in issue.


The Directors have approved an interim dividend of 1.85p per share, an increase
of 12% over the 2005 interim dividend of 1.65p per share.


Operating Review


Translations Patent translations account for 80% of our business and showed
continued progress from a combination of increased patent grants and new
corporate clients. The RWS "translate and file" service commends itself to
multinational corporates seeking comprehensive geographical patent protection,
and is both competitive and of high quality. We have successfully replicated the
European model in Japan and will now seek to capitalise upon strong client
interest in our embryonic operation in China.


Commercial translations (medical, legal, financial etc.) have performed well in
a competitive marketplace. In particular, Eclipse Translations which was
acquired in February 2005, has more than exceeded our expectations and
maintained its margins.


Information The Information business unit now accounts for somewhat less than
10% of sales. The core patent search and watch services remain flat as corporate
budgets are constrained. However, costs are under good control and margins,
already superior, have improved further.


The PatBase subscription database service continues to attract worldwide
subscriber interest and has already become a useful contributor to Group
profits. We are about to complete a comprehensive upgrade to the functionality
of the service and to market simplified access to broaden the appeal to
corporate research departments.



Financial Review


RWS' financial position has strengthened considerably with net assets of £18.6M,
to include net cash of £13.3M. Free cash inflow was £2.7M, and overall net cash
inflow was £1.4M. As a people-intensive business, capital expenditure has
historically been modest and was £113,000 in the six month period. Additional
working capital of £800,000 funded the growth in sales.


As at 31 March 2006 the Group had hedged much of its Euro/Sterling exposure at
rates averaging 69.75, to the end of the financial year. US Dollar exposure is
similarly hedged at 1.74 per £ sterling.


People


RWS relies entirely upon the quality of its staff to deliver the services
demanded by our worldwide clientele. As at 31 March 2006 the Group employed 344
people and their productivity showed further improvement over 2005. As ever, we
have vacancies for good technical translators and linguists. Recruitment of the
right calibre of staff to match client requirements remains the key challenge.


Outlook


With economic recovery beginning in the Eurozone, especially in Germany, our
core overseas market, and the continuing focus of our clients upon comprehensive
intellectual property protection, RWS has every reason to expect further
progress. Our financial position is strong; our major client base continues to
expand and your Board is therefore justifiably confident about the outturn for
2006.



Andrew Brode
Executive Chairman
30 May 2006





RWS Holdings plc
Interim Report
Group Profit and Loss Account
________________________________________________________________________________________________

                                                6 months ended       Year ended   6 months ended
                                                 31 March 2006 30 September 2005   31 March 2005
                                         Note            £'000             £'000           £'000
________________________________________________________________________________________________

Turnover                                    1           19,400            35,875          17,185
Cost of sales                                          (11,488)          (21,198)        (10,170)
________________________________________________________________________________________________
Gross profit                                             7,912            14,677           7,015
Administrative expenses                                 (3,607)           (7,648)         (3,739)
Amortization of goodwill                                  (323)             (616)           (289)
                                                        ________________________________________
Total administrative expenses                           (3,930)           (8,264)         (4,028)
                                                        ________________________________________
________________________________________________________________________________________________
Group operating profit before goodwill                  
amortization                                             4,305             7,029           3,276
________________________________________________________________________________________________
Group operating profit and profit on                     
ordinary activities before interest                      3,982             6,413           2,987

Net interest                                               210               412             219
________________________________________________________________________________________________
Profit on ordinary activities before                     4,192             6,825           3,206
taxation
Taxation                                    2           (1,372)           (2,265)         (1,076)
________________________________________________________________________________________________
Profit for the financial period                          
(Profit attributable to shareholders)                    2,820             4,560           2,130
________________________________________________________________________________________________
All amounts relate to continuing
activities

Earnings per share                          4            Pence             Pence           Pence
Basic                                                      7.3              11.9             5.6
Diluted                                                    6.8              11.1             5.2




RWS Holdings plc
Interim Report
Group Statement of Total Recognised Gains and Losses
_______________________________________________________________________________________________

                                              6 months ended        Year ended   6 months ended
                                               31 March 2006 30 September 2005    31 March 2005
                                                       £'000             £'000            £'000
_______________________________________________________________________________________________                         
                 
Profit for the financial period                        2,820             4,560            2,130

Exchange adjustments on retranslation                   
of net assets of subsidiary
undertakings                                             (24)              (25)              12
_______________________________________________________________________________________________
Total recognised gains and losses for                 
the financial period                                   2,796             4,535            2,142
_______________________________________________________________________________________________






RWS Holdings plc
Interim Report
Group Balance Sheet
_______________________________________________________________________________________________

                                                     31 March      30 September        31 March
                                                         2006              2005            2005
                                         Note           £'000             £'000           £'000
_______________________________________________________________________________________________
Fixed assets
Intangible assets                                       6,726             7,049           7,376
Tangible assets                                           896               935             974
_______________________________________________________________________________________________
                                                        7,622             7,984           8,350
_______________________________________________________________________________________________
Current assets
Work in progress                                        1,011               773             742
Debtors: due within one year                            7,284             6,571           6,423
Cash at bank                                           13,494            12,280           9,958
                                                      _________________________________________
                                                       21,789            19,624          17,123

Creditors: amounts due within one year      5         (10,759)          (10,437)        (10,223)
_______________________________________________________________________________________________
Net current assets                                     11,030             9,187           6,900
_______________________________________________________________________________________________
Total assets less current liabilities                  18,652            17,171          15,250

Creditors: amounts due after one year                       -                 -            (27)
_______________________________________________________________________________________________
Net assets                                             18,652            17,171          15,223
_______________________________________________________________________________________________
Capital and reserves
Called up share capital                                 1,942             1,922           1,914
Share premium account                                   1,719             1,378           1,199
Capital reserve                                           157                68              68
Share option reserve                                    1,873             1,962           1,962
Reverse acquisition reserve                            (8,483)           (8,483)         (8,483)
Profit and loss account                     6          21,434            20,314          18,553
_______________________________________________________________________________________________
Shareholders' funds - equity interests      7          18,642            17,161          15,213
Minority interests in equity                               10                10              10
_______________________________________________________________________________________________
                                                       18,652            17,171          15,223
_______________________________________________________________________________________________






RWS Holdings plc
Interim Report
Group Cash Flow Statement
_______________________________________________________________________________________________

                                               6 months ended        Year ended  6 months ended
                                                31 March 2006 30 September 2005   31 March 2005
                                         Note           £'000             £'000           £'000
_______________________________________________________________________________________________
Net cash inflow from operating                          
activities                                              3,650             7,142           3,342

Returns on investments and servicing of
finance
Interest received                                         204               401             212
Interest paid                                              (1)               (1)             (3)
_______________________________________________________________________________________________
                                                          203               400             209
_______________________________________________________________________________________________
Tax paid                                               (1,077)           (2,143)           (975)

Capital expenditure and financial investment
Purchase of tangible fixed assets                        (113)             (233)            (91)
                                                       ________________________________________
Free cash flow                                          2,663             5,166           2,485

Acquisitions and disposals
Acquisition of subsidiary undertakings                      -            (2,430)         (2,430)
Net overdraft in subsidiary                                 
undertakings acquired                                       -              (249)           (249)
_______________________________________________________________________________________________
                                                            -            (2,679)         (2,679)
_______________________________________________________________________________________________
Equity dividends paid to shareholders                  (1,676)           (1,970)         (1,338)
_______________________________________________________________________________________________
Cash inflow/(outflow) before financing                    987               517          (1,532)

Financing
Issue of ordinary shares                                  361               674             487
_______________________________________________________________________________________________
Increase/(decrease) in cash                             1,348             1,191          (1,045)
_______________________________________________________________________________________________






RWS Holdings plc
Interim Report
Notes to the Group Cash Flow Statement
_______________________________________________________________________________________________

                                               6 months ended        Year ended  6 months ended
                                                31 March 2006 30 September 2005   31 March 2005
                                                        £'000             £'000           £'000
_______________________________________________________________________________________________
Reconciliation of operating profit to
net cash flow from operating activities

Group operating profit                                  3,982             6,413           2,987
Depreciation and amortization                             474               958             449
Work in progress increase                                (238)              (91)            (60)
Debtors increase                                         (705)           (1,341)           (683)
Creditors increase                                        161             1,218             649
Other non-cash movements                                  (24)              (15)              -
_______________________________________________________________________________________________
Net cash inflow from operating                          
activities                                              3,650             7,142           3,342
_______________________________________________________________________________________________
Reconciliation of net cash flow to
movement in net funds

Increase/(decrease) in cash in the                      
period                                                  1,348             1,191          (1,045)
Net funds at beginning of the period                   11,929            10,738          10,738
_______________________________________________________________________________________________
Net funds at end of the period                         13,277            11,929           9,693
_______________________________________________________________________________________________
Analysis of net funds                            At 1 October              Cash     At 31 March
                                                         2005              Flow            2006
                                                        £'000             £'000           £'000
                                                      _________________________________________
Cash                                                   12,280             1,214          13,494
Overdrafts                                               (351)              134            (217)
_______________________________________________________________________________________________
                                                       11,929             1,348          13,277
_______________________________________________________________________________________________






RWS Holdings plc
Interim Report
Notes
_______________________________________________________________________________________________

                                               6 months ended        Year ended  6 months ended
                                                31 March 2006 30 September 2005   31 March 2005
                                                        £'000             £'000           £'000
_______________________________________________________________________________________________
1  Turnover and segmental information
   Turnover and operating profit derive
   from continuing operations

   Turnover by class of business
   Translation and localization services               18,143            33,327          15,886
   Information services                                 1,257             2,548           1,299
                                                      _________________________________________
                                                       19,400            35,875          17,185
                                                      _________________________________________

   Turnover by geographic location of
   Group undertakings
   United Kingdom                                      17,454            31,748          15,050
   Continental Europe                                     308               611             301
   Japan                                                1,548             3,339           1,701
   United States of America                                90               177             133
                                                      _________________________________________
                                                       19,400            35,875          17,185
                                                      _________________________________________
   Turnover by geographic market in
   which customers are located
   United Kingdom                                       2,481             4,882           2,212
   Continental Europe                            
   Germany                                              7,328            13,284           5,908
   France                                               2,432             3,698           1,956
   Other                                                3,855             6,695           3,308
                                                      _________________________________________
                                                       13,615            23,677          11,172
   Japan                                                1,172             2,446           1,287
   United States of America                             2,052             4,747           2,456
   Other                                                   80               123              58
                                                      _________________________________________
                                                       19,400            35,875          17,185
                                                      _________________________________________

_______________________________________________________________________________________________






RWS Holdings plc
Interim Report
Notes (continued)
_______________________________________________________________________________________________

2  Taxation - the charge for the 6 months ended 31 March 2006 is at the rate 
   that is anticipated will be applicable for the whole year.

   The Group has estimated capital losses of £20 million available for offset 
   against the capital gain arising on the redemption of loan notes in the
   year ended 30 September 2004. As the quantum of the capital losses has not 
   been agreed the offset of the capital losses has not been recognised in the 
   current tax charge.
_______________________________________________________________________________________________


3  Dividends    

                                               6 months ended        Year ended  6 months ended
                                                31 March 2006 30 September 2005   31 March 2005
                                                _______________________________________________

   Ordinary shares
   Interim paid of 1.65p                                    -               632               -
   Final dividends proposed for the prior year
   of:
   4.35p paid 16 February 2006 (3.5p, paid 7            
   March 2005) per share                                1,676             1,338           1,338
                                                _______________________________________________
                                                        1,676             1,970           1,338
                                                _______________________________________________

   An interim dividend of 1.85p (interim 2005 - 1.65p, paid 30 June 2005) per 
   Ordinary share will be paid on 14 July 2006 to Shareholders on the Register 
   at 16 June 2006. This dividend, which was approved by the Directors after the 
   balance sheet date, has not been recognised as a liability at 31 March 2006.
_______________________________________________________________________________________________


4  Earnings per Ordinary share 
                                                       6 months ended             6 months ended
                                                        31 March 2006              31 March 2005
                                                  Earnings        EPS         Earnings       EPS
                                                     £'000      Pence            £'000     Pence
                                                   _____________________________________________
   Basic earnings                                    2,820        7.3            2,130       5.6
   Goodwill amortization                               323        0.8              289       0.8
                                                   _____________________________________________
   Normalised earnings                               3,143        8.1            2,419       6.4
                                                   _____________________________________________


                                                 Number of shares  Number of shares  Number of shares
                                                   6 months ended        Year ended    6 months ended
                                                    31 March 2006 30 September 2005     31 March 2005
                                                 ____________________________________________________
   Diluted earnings per share are based on the
   group profit for the period and a weighted
   average of Ordinary shares in issue during
   the period calculated as follows:
   In issue                                            38,566,268        38,204,648        38,093,574
   Dilutive potential Ordinary shares arising           
   from unexercised share options                       2,887,388         2,735,932         2,697,289
                                                 ____________________________________________________
                                                       41,453,656        40,940,580        40,790,863
                                                 ____________________________________________________

   The weighted average number of Ordinary shares in issue reflects the 400,000 
   Ordinary shares issued under options exercised during the period. At 
   31 March 2006 there were unexercised options over a total of 3,474,472 
   (2005 - 4,040,472) Ordinary shares
_______________________________________________________________________________________________


RWS Holdings plc
Interim Report
Notes (continued)

_______________________________________________________________________________________________

5  Creditors: amounts due within one year include corporation tax of £5,804,000 
   (31 March 2005 - £5,474,000). The taxation amount includes £4,434,000 being 
   the liability on the gain arising on the redemption of loan notes in the year 
   ended 30 September 2004.

_______________________________________________________________________________________________

6  Reserves                                Share      Share      Other  Profit and  Shareholders'
                                         capital    premium   reserves loss account        funds
                                            £000      £,000      £'000       £'000         £'000
                                         _______________________________________________________
   At 31 March 2005 as previously stated   1,914      1,199     (6,453)     17,921        14,581
   Prior year adjustment:
   Restatement on adoption of FRS 21          
   (note 8)                                    -          -          -         632           632
                                         _______________________________________________________
   At 31 March 2005 as restated            1,914      1,199     (6,453)    1 8,553        15,213
                                         _______________________________________________________
   At 30 September 2005 as previously      
   stated                                  1,922      1,378     (6,453)     18,642        15,489
   Prior year adjustment:
   Restatement on adoption of FRS 21           
   (note 8)                                    -          -          -       1,672         1,672
                                         _______________________________________________________
   At 30 September 2005 as restated        1,922      1,378     (6,453)     20,314        17,161
                                         _______________________________________________________

_______________________________________________________________________________________________


7  Reconciliation of movements in shareholders' funds

                                               6 months ended        Year ended  6 months ended
                                                31 March 2006 30 September 2005   31 March 2005
                                                        £'000             £'000           £'000
                                                     __________________________________________
   Profit for the financial period                     2,820              4,560           2,130
   Dividends (note 3)                                 (1,676)            (1,970)         (1,338)
                                                     __________________________________________
                                                       1,144              2,590             792
   Other net recognised gains and losses relating        
   to the financial period                               (24)               (25)             12
   Shares issued under options exercised                 361                674             487
                                                     __________________________________________
   Net additions to shareholders' funds                1,481              3,239           1,291
                                                     __________________________________________
   Opening shareholders' funds as previously stated   15,489             12,599          12,599
   Prior year adjustment:                                               
   Restatement on adoption of FRS 21 (note 8)          1,672              1,323           1,323
                                                     __________________________________________
   Opening shareholders' funds as restated            17,161             13,922          13,922
                                                     __________________________________________
   Shareholders' funds at end of the period           18,642             17,161          15,213
                                                     __________________________________________

_______________________________________________________________________________________________


8  Basis of preparation

   The interim financial statements were approved by the Board of Directors on 
   30 May 2006 and the interim results for the half years ended 31 March 2006 
   and 31 March 2005 are neither audited nor reviewed by our auditors. The 
   accounts in this interim report do not constitute statutory accounts in 
   accordance with Section 240 of the Companies Act 1985. Save as set out below, 
   the financial information contained in this document has been prepared on the 
   basis of accounting policies consistent with those set out in the Group's 
   statutory accounts for the year ended 30 September 2005, which received an
   unqualified report and have been lodged with the Registrar of Companies. The 
   figures for the year ended 30 September 2005 have been extracted from those 
   statutory accounts.


   Change in accounting policies

   The Group has adopted FRS 21 "Events after the balance sheet date". 
   Previously, equity dividends declared after the balance sheet date were 
   recognised as liabilities at the period end, as required by company law and 
   SSAP 17 "Accounting for post balance sheet events". In accordance with FRS 21 
   and recent changes to the law, if an equity dividend is declared after the 
   balance sheet date but before the financial statements are authorised for 
   issue, the dividend is not recognised as a liability at the balance sheet
   date.

   The adoption of FRS 21 has resulted in an increase in shareholders' funds of 
   £1,672,000 at 1 October 2005 ( 1 October 2004 - £1,323,000) due to the write 
   back of the dividend proposed at the balance sheet date.

_______________________________________________________________________________________________





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