RNS Number:3465L
NetStore PLC
21 May 2003


Immediate release                                              21 May 2003


                                  Netstore plc

                  Results for the quarter ended 31 March 2003

                           "Strong trading continues"
              "EBITDA profit achieved for the first time since IPO"



Netstore plc ("Netstore"), a leading provider of managed IT solutions, announces
results for the three months ended 31 March 2003.



Highlights:


  * Turnover increased by 28% to #3.9m compared with the previous quarter and
    by more than one and a half times compared with the previous year (2002:
    #2.5m).


  * Operating losses reduced to #0.4m compared with losses of #0.7m in the
    previous quarter (2002:#1.5m) (before charges for share options and
    goodwill).


  * EBITDA profit of #0.2m for the quarter, the first EBITDA profit since IPO,
    compared with a EBITDA loss in the previous quarter of #0.1m (2002: a loss
    of #0.7m).


  * Acquisition of NetConnect, an internet security services business, trading
    profitably.



Paul Barry-Walsh, Chairman and Chief Executive Officer, commenting on the
results said:



"It is very pleasing to have reached EBITDA positive during the quarter we
planned to achieve this target and to have made so much progress with our
developing corporate strategy. We have delivered very positive trends over the
last 18 months with strong organic growth, careful cost control and  an ability
to integrate new businesses successfully."



On prospects he added:



"We are confident that the strategy of focusing on fewer key vertical markets
will produce substantial opportunity in the coming year; we now look forward to
driving Netstore to profitability."




For further information, please contact:


Netstore plc (NES)                               01344 444 300
Paul Barry-Walsh, Chairman                       paul.barry-walsh@netstore.net
Neil Lloyd, CFO                                  neil.lloyd@netstore.net

Evolution Beeson Gregory                         020 7488 4040
Mike Brennan

Buchanan Communications                          020 7466 5000
Charles Ryland
Catherine Miles





QUARTERLY STATEMENT
for the three months ended 31 March 2003


I am very pleased to announce the results of Netstore plc for the three months
ended 31 March 2003; a quarter in which we have continued to meet the
challenging targets we set ourselves, and, importantly, we have seen further
validation of our developing corporate strategy.


Results


Turnover increased by 28% to #3.9m in line with our expectations, compared with
the three months ended 31 December 2002 (2002: #2.5m), including #0.5m from the
newly acquired NetConnect business for its first month of trading.  The amount
of new business signed in the quarter, measured as first year contract value,
was #1.4m; in line with our targets for the seventh consecutive quarter.


Income from managed IT services under long-term contracts continues to make up
the major part of our business, representing 63% of total turnover in the
quarter, including NetConnect, which has a lower proportion of recurring
business in the quarter (32%) than the existing business (68%).   We expect to
maintain managed service turnover at over 65% of total turnover on an annualised
basis, however, as we are now focussing on larger more complex contracts, often
there is a high proportion of set up revenues (licences, hardware and third
party consultancy) in advance of the managed revenue stream that may distort our
sales mix in the short-term.


Annualised recurring revenues at 31 March 2003 stood at approximately #12.6m,
which represents a 26% growth in recurring revenue over the quarter, with #2.0m
attributable to NetConnect.


Gross margin for the quarter was 45% compared with 49% for the quarter to 31
December 2002 (2002: 42%).  The higher proportion of set up revenues, where
margin is lower than on managed services or professional services delivered by
our own staff, led to gross margin being lower than the previous quarter,
although in line with expectation.  We expect the longer-term trend of our
margin to be upwards as managed service revenues build but subject to short-term
fluctuation during the implementation phases of larger contracts.  Gross margin
achieved on the NetConnect revenues was 50%, a level we expect that business to
maintain going forward.


Both selling and distribution costs and administration expenses were in line
with expectations at #1.6m and #0.6m respectively; similar to the quarter ended
31 December 2002 (2002: #1.7m and #0.8m), despite the current quarter including
#0.2m of overhead costs from NetConnect.  Operating loss, therefore, was as
expected at #0.4m compared with #0.7 m for the quarter ended 31 December 2002
(2002: #1.5m ) (before charges for share options and goodwill).


EBITDA showed a profit of #0.2m for the quarter, the first time we have made a
profit at the EBITDA level, compared with a loss of #0.1m for the quarter ended
31 December 2002 (2002: loss of #0.9m).



Cash Flow and Cash Balances


During the quarter, cash balances reduced by #2.9m. This was as expected due to
the acceleration of cash collections reported in the previous quarter, the
investment in hardware for the Housing Corporation contract and the #0.9m
expended on the purchase of the NetConnect business, including acquisition
expenses.


Cash balances were #12.9m at 31 March 2003, compared with #15.8m at 31 December
2002 (2002: #16.6m).



Acquisition


On 13 March 2003, Netstore acquired NetConnect, an internet security company;
established in 1987, based in London and Cambridge and offering managed
services, consultancy and design services, system integration, and training and
support in the general field of internet security.


The initial consideration payable for the purchase of NetConnect was #766,666.
Additional consideration of up to #766,667 is payable three months after the
completion date and is dependent upon the net asset value achieved by NetConnect
as at the date of completion. Further consideration of not more than #766,667
may become payable six months after completion and is dependent upon the level
of gross profit and earnings before interest and tax achieved by NetConnect in
the six months following completion. Notwithstanding any of the foregoing, the
total consideration for the purchase of NetConnect shall not exceed an aggregate
amount or value of #2,300,000; all satisfied in cash.


For the financial year ending 31 March 2002, NetConnect reported turnover of
#6.9m, net losses of #1.5m and had net liabilities of #0.6m, including #1.9m of
deferred income under contract. Prior to acquisition, a great deal had already
been done to reduce the overhead burden on the business and it is currently
trading profitably.


Netstore's strategy is to grow revenue both through new customers and by
providing new services to existing customers; new services that we may develop
ourselves, provide with partners or acquire, as in the case of NetConnect.  The
acquisition provides a number of new services from a profitable platform that
Netstore can sell across its current customer base.  Also, the majority of
NetConnect's existing customer base is larger organisations; Netstore's target
market.



Current Trading and Prospects


Current trading is progressing well with #0.6 m of new business (measured as
first year value) signed in the current quarter, in line with where we would
expect to be at this stage in the quarter.  Revenue flowing from deferred
revenue and contracted renewals, plus revenue from other projects signed but not
yet completed and billed, will total approximately #12.7 m in the current year.


Our recent contract wins and the larger opportunities we are now seeing in our
pipeline are proof that our corporate strategy is taking the company in the
right direction; we expect our target verticals and local authorities in
particular to provide substantial opportunity in the coming year.


The improvement in the trading of Netstore continues and we have good reason to
look forward with confidence.  Once again, thanks are owed to our staff for
their contribution to another good quarter.



Paul Barry-Walsh
21 May 2003




GROUP PROFIT AND LOSS ACCOUNT
For the three months ended 31 March 2003

                                                Unaudited       Unaudited       Unaudited         Audited
                                              3 months to     3 months to     9 months to    12 months to
                                                 31 March        31 March        31 March         30 June
                                                     2003            2002            2003            2002
                                     Note           #'000           #'000           #'000           #'000
TURNOVER
Continuing operations                               3,403             813           9,627           2.885
Acquisitions                                          525           1,703             525           3,759
                                                    3,928           2,516          10,152           6,644

Cost of sales                                     (2,169)         (1,456)         (5,276)         (3,717)

GROSS PROFIT                                        1,759           1,060           4,876           2,927

Selling and distribution costs                    (1,596)         (1,693)         (4,888)         (6,295)
Administrative expenses                             (605)           (845)         (2,034)         (3,963)
Amortisation of goodwill                            (256)           (246)           (731)           (509)
Credit/(Charges) arising from                           -             213            (84)             115
share price movements

OPERATING (LOSS)                                    (698)         (1,511)         (2,861)         (7,725)
Continuing operations                               (747)               -         (2,910)               -
Acquisitions                                           49               -              49               -

Profit/(Loss) on disposal of                          (6)               -               1             (3)
tangible fixed assets
Amounts written off investments                                         -               -           (186)
Interest receivable and similar                       121             206             418             984
income
Interest payable                                     (19)             (4)            (37)            (14)

LOSS ON ORDINARY ACTIVITIES                         (602)         (1,309)         (2,479)         (6,944)
BEFORE TAXATION
Tax on loss on ordinary                               144               -             144               -
activities
LOSS FOR THE PERIOD                                 (458)         (1,309)         (2,335)         (6,944)

Loss per share - basic and              2          (0.48)          (1.47)          (2.66)          (7.51)
diluted (pence)



All operations are continuing. An analysis of operating loss by acquired entity
for the comparative periods has not been given on the face of the profit and
loss due to shared administrative functions and costs.


GROUP BALANCE SHEET
at 31 March 2003

                                                           Unaudited        Unaudited          Audited
                                                            31 March          31March          30 June
                                                                2003             2002             2002
                                              Notes            #'000            #'000            #'000

FIXED ASSETS
Intangible assets                                              5,928            3,728            3,279
Tangible assets                                                3,977            3,360            3,093
Investments                                                       80              147               59
                                                               9,985            7,235            6,431

CURRENT ASSETS
Stock                                                             15                -                -
Debtors                                                        5,016            2,233            4,013
Cash at bank and in hand                                      12,913           16,579           15,407
                                                              17,944           18,812           19,420

CREDITORS: amounts falling due within
one year
Deferred income                                                4,324            2,018            3,062
Other creditors                                                5,686            2,642            3,372
                                                              10,010            4,660            6,434

NET CURRENT ASSETS                                             7,934           14,152           12,986

                                                              
TOTAL ASSETS LESS CURRENT LIABILITIES                         17,919           21,387           19,417

CREDITORS: amounts falling due after                           1,266              550              509
more than one year

PROVISIONS FOR LIABILITIES AND CHARGES                           597              481              513


NET ASSETS                                                    16,056           20,356           18,395


CAPITAL and RESERVES
Called up share capital                                       19,207           19,175           19,207
Share premium account                                         34,689           34,689           34,689
Merger reserve                                               (9,744)          (9,620)          (9,744)
Profit and loss account                                     (28,096)         (23,888)         (25,757)

SHAREHOLDERS' FUNDS - equity interests            4           16,056           20,356           18,395




GROUP STATEMENT OF CASH FLOWS
For the three months ended 31 March 2003


                                                  Unaudited     Unaudited     Unaudited          Audited
                                                3 months to   3 months to   9 months to     12 months to
                                                   31 March      31 March      31 March          30 June
                                                       2003          2002          2003             2002
                                      Note            #'000         #'000         #'000            #'000

NET CASH OUTFLOW FROM OPERATING       5             (2,320)       (2,007)         (707)          (6,275)
ACTIVITIES
                                                                                                 

RETURN ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received                                       121           205           418              984
Interest paid under finance lease and                   (2)           (1)           (6)              (7)
similar agreements                                                                                                      
Other interest paid                                    (17)           (3)          (32)              (7)
                                                        102           201           380              970

TAXATION                                                144             -           144                -

CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire intangible fixed                      -           447           (5)            (536)
assets
Payments to acquire tangible fixed                    (352)         (122)       (2,660)          (2,195)
assets
Receipts from sale of tangible fixed                     70             -            70               12
assets
Payments to acquire investments                           -          (12)          (21)            (110)
                                                      (282)           313       (2,616)          (2,829)

ACQUISITIONS AND DISPOSALS
Payments to acquire subsidiary                        (767)             2         (767)          (1,399)
Acquisition expenses                                  (131)             -         (131)                -
Cash inflow from acquisition of                         387             -           387                2
subsidiary
                                                      (511)             2         (511)          (1,397)

NET CASH OUTFLOW BEFORE MANAGEMENT OF               (2,867)       (1,491)       (3,310)          (9,531)
LIQUID RESOURCES AND FINANCING

                                                                                                
MANAGEMENT OF LIQUID RESOURCES
(Increase)/Decrease in short term                     3,833         1,496         3,235           10,025
deposits

FINANCING
Proceeds from issue of ordinary share                     -             -             -                5
capital
Repayment of finance leases                            (38)          (51)         (134)            (124)
Repayment of long term loans                           (33)           (8)          (50)             (19)
New long term loans                                       -             -         1,000                -
                                                       (71)          (59)           816            (138)
INCREASE/ (DECREASE) IN CASH                            895          (54)           741              356


NOTES
at 31 March 2003



1.       BASIS OF PREPARATION

The financial information contained in this Interim report has been prepared
under the historical cost convention and on the basis of the accounting policies
set out in the Group's statutory accounts for the twelve months ended 30 June
2002. The financial information contained in this report does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985.
Statutory accounts for the twelve months ended 30 June 2002 incorporating an
unqualified audit report have been filed with the Registrar of Companies.



The financial information for the nine months ended 31 March 2003 and 31 March
2002 has not been reviewed or audited by the auditors.



2.      LOSS PER SHARE

The basic and diluted loss per share has been calculated on a weighted average
number of shares of 95,942,694 shares in issue during the period (three months
ended 31 March 2002: 89,192,982; year ended 30 June 2002: 92,434,524).



3.      INVESTMENTS

On 13 March 2003, the Group acquired NetConnect Limited for an initial
consideration of #766,666. Additional consideration of up to #766,667 is payable
three months after completion and is dependent on the net asset value achieved
by NetConnect at the date of completion. Further consideration of not more than
#766,667 may become payable six months after completion and is dependent upon
the level of gross profit and earnings before interest and tax achieved by
NetConnect in the six months following completion. The consideration will be
satisfied in cash. The investment in NetConnect Limited has been included in the
company's balance sheet at its fair value at the date of acquisition.



Analysis of the acquisition of NetConnect Limited:
Net assets at date of acquisition:


Net assets at date of acquisition:                                                              Fair Value
                                                                                                  to group
                                                                                                 Unaudited
                                                                                                     #'000
Tangible fixed assets                                                                                  168
Debtors                                                                                              1,576
Stock                                                                                                   28
Cash                                                                                                   387
Creditors due within one year                                                                      (3,102)
                                                                                                   -------
Net liabilities                                                                                      (943)
Goodwill arising on acquisition                                                                      3,374
                                                                                                   -------
                                                                                                     2,431
                                                                                                   -------
Discharged by:
Cash consideration                                                                                     767


Deferred cash consideration                                                                          1,533


Costs associated with the acquisition                                                                  131


                                                                                                   -------
                                                                                                     2,431
                                                                                                   -------



Goodwill is being amortised over fifteen years, its useful economic life.



4.     RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS


                                           Share
                              Share      premium        Merger        Profit and
                            capital      account       reserve      loss account          Total
                              #'000        #'000         #'000             #'000          #'000

At 1 April 2002              19,174       34,689       (9,620)          (23,888)         20,355
Shares issued                    33            -             -                 -             33
Shares issued by subsidiary       -            -         (124)                 -          (124)
Loss for the quarter              -            -             -           (1,869)        (1,869)
                            ------------ ------------ ------------ -------------- -------------
                            
At 1 July 2002               19,207       34,689       (9,744)          (25,757)         18,395
Loss for the quarter              -            -             -           (1,050)        (1,050)
Exchange difference               -            -             -               (3)            (3)
                            ------------ ------------ ------------ -------------- -------------
                            
At 1 October 2002            19,207       34,689       (9,744)          (26,810)         17,342
Loss for the quarter              -            -             -             (830)          (830)
Exchange difference               -            -             -               (1)            (1)
                            ------------ ------------ ------------ -------------- -------------
                            
At 1 January 2003            19,207       34,689       (9,744)          (27,641)         16,511
Loss for the quarter              -            -             -             (458)          (458)
Exchange difference               -            -             -                 3              3
                            ------------ ------------ ------------ -------------- -------------
                            
At 31 March 2003             19,207       34,689       (9,744)          (28,096)         16,056
                            ------------ ------------ ------------ -------------- -------------
                            


5.      NOTES TO STATEMENT OF CASH FLOWS 

(a)        Reconciliation of operating loss to net cash inflow / (outflow) from
operating activities


                                               Unaudited        Unaudited        Unaudited          Audited
                                             3 months to   3 months to 31   9 months to 31     12 months to  
                                           31 March 2003       March 2002       March 2003     30 June 2002
                                                   #'000            #'000            #'000            #'000

Operating loss                                     (698)          (1,511)          (2,861)          (7,725)
Depreciation                                         617              606            1,875            1,914
Amortisation of goodwill                             256              246              731              509
 Increase/(Decrease)  in deferred income         (1,031)              508               32            1,616
(Increase)/ Decrease in debtors                    (922)              368              573          (2,439)
Decrease in creditors                              (549)          (2,011)          (1,155)             (35)
Increase/(Decrease) in provisions                      -            (213)               84            (115)
Decrease in stock                                     13                -               13                -
(Loss) /Gain on sale of fixed assets                 (6)                -                1                -
                                                --------         --------         --------         --------
                                                 (2,320)          (2,007)            (707)          (6,275)
                                                --------         --------         --------         --------


(b)        Reconciliation of net cash flow to movement in net funds


                                              Unaudited     Unaudited     Unaudited          Audited
                                            3 months to   3 months to   9 months to     12 months to  
                                          31 March 2003 31 March 2002 31 March 2003     30 June 2002
                                                  #'000         #'000         #'000            #'000

(Decrease)/Increase in cash                         895          (54)           741              356
Cash flow from increase/(decrease) in           (3,833)       (1,496)       (3,235)         (10,025)
short term deposits
Cash flow from decrease in debt and                  71            59           184              143
change in lease finance                                                                      
Loans and finance leases acquired                     -             -             -            (181)
New finance leases                                    -         (600)             -            (600)
New long term loans                                   -             -       (1,000)                -
                                          ------------- ------------- -------------  ---------------
                                          
Movement in net funds                           (2,867)       (2,091)       (3,310)         (10,307)
Net funds at beginning of period                 14,248        17,929        14,691           24,998
                                          ------------- ------------- -------------  ---------------
                                          
Net funds at end of period                       11,381        15,838        11,381           14,691
                                               --------      --------      --------         --------




5.        NOTES TO STATEMENT OF CASH FLOWS (CONTINUED)

 (c)     Analysis of net funds

                                          Finance lease
                                               and hire
                               Cash and        purchase    Short term     Long term
                          cash deposits      agreements         loans         loans          Total
                                  #'000          #'000          #'000         #'000          #'000

At 1 April 2002                  16,579          (668)              -          (73)         15,838
Cash flow                       (1,172)             50              -             8        (1,114)
Other                                 -              -           (33)             -           (33)
                               --------        -------        -------       -------        -------
At 1 July 2002                   15,407          (618)           (33)          (65)         14,691
Cash flow                            10             48              -             9             67
                               --------        -------        -------       -------        -------
At 1 October 2002                15,417          (570)           (33)          (56)         14,758
Cash flow                           434             48          (100)         (892)          (510)
                               --------        -------        -------       -------        -------
At 1 January 2003                15,851          (522)          (133)         (948)         14,248
Cash flow                       (2,938)             38             -            33         (2,867)
                               --------        -------        -------       -------        -------
At 31 March 2003                 12,913          (484)          (133)         (915)         11,381
                               --------        -------        -------       -------        -------







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