Final Results
Embargoed for release on 30 June 2006 at 7.00 a.m.
Mondas plc ("Mondas" or "the Company")
Preliminary Results for the 8 month period ended 31 December 2005
Mondas PLC, the specialist provider of software solutions to the banking &
securities and education markets, announces its preliminary results for the 8
month transition period ended 31 December 2005 and updates the group's trading
position for an additional 2 months following the announcement of the Company's
interim results (6 months to 31 October 2005) on 22 December 2005.
Update since interim results
* Trading in 2 months to December 31 2005 in line with market expectations.
*
+ revenue for 8 months period £2.09 million and loss before taxation of £
1.45 million.
* Extended product range and critical mass through acquisition of Eclipse
Learner Systems Limited ("Eclipse") and Blue Curve Limited ("Blue Curve").
*
+ Expanded product portfolio expected to add significant revenues in 2006
and 2007
+ Eclipse and Blue Curve integration successful - benefits of cost
savings in 2006.
* End of the transition period completes substantial re-structuring.
2006 to date
* Improving trading conditions within financial services.
* New names in both financial markets product sets including JM Finn, Panmure
Gordon, Ferris Baker Watts and Brewin Dolphin
* International sales opportunities have yielded early results which
demonstrates the global appeal of our products.
* Growing pipeline and reducing sales cycles.
Peter Waller, Chairman, said:
"This marks the end of a turbulent episode in Mondas's history. We have made
considerable progress in re-structuring the business, and the two acquisitions
have now been successfully integrated into the company, giving us the
opportunity to capitalise on the strong market place in both of the sectors in
which we operate. Following our recent contract wins from our key products in
financial markets, we feel confident of further progress in the current year."
29 June 2006
Enquiries:
Mondas PLC Tel: 020 7392 1300
Jarlath McGee, Chief Executive
College Hill Tel: 020 7457 2020
Matthew Smallwood/Alex Walters
Chairman's Statement
Introduction
This statement relates to the eight-month period to 31 December 2005, due to
the previously announced change in the company's year end to 31 December. We
reported on the first six months of this period in our interim results to 31
October 2005, which we announced on 22 December 2005.
I am pleased to report that trading conditions are now much improved from those
indicated at the time of our interim announcement, although, as there was no
noticeable improvement until the beginning of 2006, trading for this additional
two month period remained disappointing, but in line with expectation.
During this period the company remained focused on marketing to potential new
business prospects which has resulted in significant orders being won in 2006
in all divisions of the company. The company also acquired during this period
Eclipse Learner Systems and Blue Curve (which completed in January 2006) and
much time and effort was made in successfully integrating these two businesses.
In 2006 to date, our Corporate Actions product has recorded its first new name
sales in over a year, with sales to JM Finn and Panmure Gordon. We secured our
first US customer, Ferris Baker Watts, where we have installed our Blue Curve
product, and furthermore have sold this into Brewin Dolphin, a long standing
Mondas customer. In the education market we have continued to add to our
customer base, and now support a total of approximately 150 colleges and
schools.
Results
For the eight-month period to 31 December 2005, Mondas recorded a loss before
tax of £1.45 million on turnover of £2.09 million (year to 30 April 2005: loss
of £1.38 million on turnover of £4.59 million). These figures mark the end of a
turbulent period within Mondas. They are struck after charging goodwill
amortisation of £495,000 (2005 £945,000), which represents the final element of
goodwill arising from the October 2000 acquisition of DSR Resource and the
initial amortisation of Eclipse Learner Systems. Revenue generation was
disappointing primarily due to slippage of new business and existing contract
renewals in the Banking and Securities division which has now been confirmed
through contracts completed in 2006, although this reduction was partially
offset by excellent growth within the Resource division.
Mondas completed two acquisitions in the period. In October, we acquired
Eclipse a supplier of software systems to colleges of further education, and in
November, we acquired Blue Curve (which was subsequently approved by
shareholders on 16 January 2006, and thus does not form part of these
consolidated accounts). These acquisitions have now been fully integrated into
the Mondas group.
Personnel
My appointment as chairman, in January 2006, followed the acquisition of Blue
Curve. I would like to thank my predecessor, Mr Colin Peters, for his
chairmanship during this transitional phase of the company and I am pleased
that his experience continues to be available to Mondas as senior non-executive
director on the board.
Finally I thank all of our employees who have continued to demonstrate skill,
energy and commitment during a difficult period of transition for the company.
Outlook
The return of confidence in the financial markets combined with greater
regulation and a growing need for compliance has led to a stronger pipeline of
business coupled with shortening sales cycles. We are actively pursuing
international business and now, following the sale to Ferris Baker Watts, have
clients in the USA, Eastern and Western Europe and the Far East.
The successful acquisition and integration of Eclipse and Blue Curve is
expected to add significantly to 2006 revenues and has given us the confidence
and experience to pursue other value enhancing opportunities.
Our recent significant contract wins with JM Finn, Panmure Gordon and Brewin
Dolphin are confirmation that we have an excellent product range to market to
both existing and potential customers and that market conditions have improved.
We expect this improving trend to continue, resulting in a materially better
outcome for the current year.
Peter Waller
Chairman
29 June 2006
Consolidated Profit and Loss Account for the 8 month period ended 31 December
2005
Notes 8 month 8 month 8 month Year ended
period ended period
period ended 30 April
31 December ended
2005 31 December 2005
31 December
2005 2005
£ £ £ £
Acquisitions Continuing Total
Operations
Turnover 132,106 1,959,350 2,091,456 4,592,675
Cost of sales (10,428) (80,521) (90,949) (155,655)
Gross Profit 121,678 1,878,829 2,000,507 4,437,020
Analysis of administrative
expenses
Amortisation of goodwill (22,135) (472,691) (494,826) (945,396)
Non goodwill administration (53,873) (2,568,189) (2,622,062) (4,133,664)
costs
Restructuring charge 2 (24,589) (65,481) (90,070) (489,618)
Total Administrative (100,597) (3,106,361) (3,206,958) (5,568,678)
Expenses
Operating profit/(loss) 21,081 (1,227,532) (1,206,451) (1,131,658)
Net Interest Payable (150,700) (150,700) (224,623)
Amortisation of Convertible - - (27,800)
Loan Stock Issue Costs
National CULS interest (89,428) (89,428) -
Net Interest (240,128) (240,128) (252,423)
Profit/(Loss) on ordinary 21,081 (1,467,660) (1,446,579) (1,384,081)
activities before Taxation
Tax on loss on ordinary 3 265
activities
Loss for the period (1,446,579) (1,383,816)
Basic and Diluted loss per 4 (5.4p) (5.3p)
share
All of the above operations are continuing. The Group had no recognised gains
and losses other than the loss for the above financial years
Consolidated Balance Sheet as at 31 December 2005
Note 31 December 30 April
2005 2005
£ £
Fixed assets
Intangible assets 509,102 472,691
Tangible assets 109,577 152,225
618,679 624,916
Current assets
Debtors 840,911 1,433,221
Cash at bank and in hand 397,405 1,030,865
1,238,316 2,464,086
Creditors: Amounts falling due within one (392,081) (690,786)
year
Net current assets 846,235 1,773,300
Total assets less current liabilities 1,464,914 2,398,216
Creditors: amounts due falling after more
than 1 year
Convertible 8% Unsecured Loan Stock 2007 6 (2,823,067) (2,951,585)
Accruals and deferred income 7 (1,392,196) (1,448,348)
Net liabilities (2,750,349) (2,001,717)
Capital and Reserves
Called up share capital 2,822,775 2,614,164
Share Premium account 6,428,347 6,280,707
Profit and loss account (12,001,471) (10,896,588)
Equity shareholders' deficit 8 (2,750,349) (2,001,717)
Consolidated Cash Flow Statement for the 8 month period ended 31 December 2005
Notes 8 month Year ended
period ended 30 April
31 December 2005
2005
£ £
Net cash outflow from operating activities A (381,850) (171,268)
Returns on investments and servicing of (150,700) (224,623)
finance
Taxation - 265
Capital expenditure (10,610) (25,753)
Acquisition of subsidiary (159,550) -
Cash outflow before use of liquid resources 702,710 (421,379)
and financing
Management of liquid resources 94,249 766,688
Financing
Issue of ordinary capital including premium 69,250 (40,500)
net of costs
(Decrease)/increase in cash (539,211) 304,809
Notes to the Consolidated Cash Flow Statement
A. Reconciliation of operating loss to net cash outflow from operating
activities.
8 month Year ended
period ended 30 April
31 December 2005
2005
£ £
Operating loss (1,206,451) (1,131,658)
Depreciation 57,289 102,822
Amortisation 494,826 945,396
Decrease / (Increase) in debtors 653,280 (498,890)
(Decrease) / Increase in creditors (380,794) 411,062
Net cash outflow from operating activities (381,850) (171,268)
B. Reconciliation of Net Cash Flow to movement in net debt
8 month Year ended
30 April
period ended 2005
31 December
2005
£ £
Opening net debt - as previously stated (1,920,720) (1,471,541)
Restatement 217,946 -
Opening net debt (1,702,774) (1,471,541)
Change in Cash (539,211) 304,809
Cash outflow from decrease in liquid resources (94,249) (766,688)
Loan Stock re-negotiation - 40,500
Change in net debt from cash flows (633,460) (421,379)
Amortisation of CULS - (27,800)
National CULS interest (89,428) -
Closing net debt (2,425,662) (1,920,720)
Notes to the preliminary results
1. Basis of Preparation
These financial statements have been prepared under the historical cost
convention, and in accordance with applicable accounting standards, using the
following accounting policies. After making reasonable enquiries of the current
sales prospects and existing working capital resources the Directors believe
the accounts should be prepared on a going concern basis. The Directors note
that significant cash flows can arise from the closure of large contracts, the
timing of which can be uncertain due to protracted sales cycles items. The
current sales prospects combined with existing working capital resources should
ensure that Mondas has adequate working capital to service its existing
business for the foreseeable future.
Although the Group incurred significant trading losses and cash outflows during
the 8 month period ended 31 December 2005, the directors believe that the
effects of internal restructuring combined with the acquisitions made towards
the end of the period, will bring about improved operating results. The
directors have made this assessment based on internal forecasts and cash-flow
projections that factor in these changes, the sales pipeline as well as the new
contract wins made in the first few months of 2006.
Change in accounting policy
Financial Reporting Standard (FRS) 25 Financial Instruments: Disclosure and
Presentation requires a company to recognise separately the components of a
financial instrument that a) creates a financial liability of the entity and b)
grants an option to the holder of the instrument to convert it into an equity
instrument of the entity. As a result of this the company's CULS have been
restated. The liability element of the CULS has been calculated based upon
future cash flows discounted at an interest rate that would have been payable
on a loan without a conversion option. The impact of this instrument is that
non cash interest and loan amortisation costs have been increased by £78,138
and net assets / (liabilities) and shareholders' funds / (deficit) have
increased / (reduced) by £263,588 (2004 £341,696).
The prior year comparatives have not been restated as advantage has been taken
of the exemption granted under FRS 25.
The prior year comparatives were prepared under the group's previous accounting
policy with the CULS accounted for in accordance with FRS 4
Had the prior year comparatives been restated it would have resulted in a lower
CULS balance in the balance sheet, an improved retained loss position and a
higher interest charge in the profit and loss account.
2. Restructuring Charge
8 month Year ended
30 April
period ended 2005
31 December 2005
£ £
Integration Costs (acquisitions) 24,589 -
Other restructuring including severances, 65,481 115,270
professional fees
- 33,802
Annual General Meeting
Board Restructuring - 340,546
90,070 489,618
3. Tax on loss on ordinary activities
The amounts represent tax refunds received during the period.
8 month Year ended
period ended
30 April
31 December 2005
2005
£ £
UK Corporation Tax
Adjustments in respect of Prior Years - (265)
Tax on loss on ordinary activities - (265)
4. Loss per share
Basic and Diluted loss per share for the eight month period is based on a
weighted average number of shares outstanding of 26,881,206 (year ended 30
April 2005: 26,141,634) and loss after taxation of the £1,446,579 (year ended
30 April 2005: £1,383,816). The CULS and share options were non-dilutive for
both periods and thus the diluted loss per share is the same as the basic
amount.
5. Dividend
The directors do not recommend paying a dividend for the period (Year ended 30
April 2005: nil).
6. Creditors: Amounts falling due in more than one year
31 December 30 April
2005 2005
£ £
Convertible unsecured loan stock 2,823,067 2,951,585
Redemption value of convertible unsecured loan stock - 3,000,000
CULS Issue Costs - (139,000)
Amortised issue costs - 131,085
CULS Re-negotiation costs - (40,500)
Amortisation of CULS renegotiation costs -
2,823,067 2,951,585
The loan stock has a par value of £3,000,000 and bore an interest at an annual
rate of 8 per cent until 31 October 2005 and increased to 8.75% from 1 November
2005 onwards. The CULS are redeemable, if not converted, on 31 October 2007 and
are convertible into fully paid Ordinary Shares on the basis of 2 Ordinary
Shares for every £1 nominal of convertible loan stock. Interest is payable in
equal proportions on 30 June and 31 December in each year. The CULS holder has
the option to convert the CULS into shares or redeem. If the mean average of
the closing bid price of an Ordinary Share as shown on the London Stock
Exchange for a period of at least 30 consecutive days is 200p or more, the
Company is entitled to require a holder of CULS to convert all or part of his
holding of CULS into fully paid Ordinary Shares on the basis set out above. The
cost of raising the CULS was £139,000, was fully amortised over the period to
the original redemption date of 31 October 2005. The CULS were previously
redeemable on 31 October but the redemption date has been extended to 31
October 2007. The costs of renegotiating the
CULS were £40,500 that are be amortised over the extension period.
For the period ended 31December 2005 the CULS have been restated in accordance
with FRS 25 Financial Instruments: Disclosure and Presentation as set out in
our accounting policies note.
7. Accruals and deferred income
31 December 30 April
2005
2005
£ £
Accruals 147,128 352,262
Deferred income 1,245,068 1,096,086
1,392,196 1,448,348
8. Reconciliation of Movements in Shareholders' funds
31 December 30 April
2005 2005
£ £
Loss for the financial period (1,446,579) (1,383,816)
Issue of 2,086,110 ordinary shares at par 208,611 -
Premium on new share issued (net of expenses) 147,639 -
Net (reduction) to shareholders' funds (1,090,329) (1,383,816)
Opening shareholders' deficit - as previously (2,001,717) (617,901)
stated
FRS 25 Restatement 341,696 -
Opening Shareholders' (deficit) - after restatement (1,660,021) (617,901)
Closing shareholders' deficit (2,750,350) (2,001,717)
9. Sundry Information
This preliminary statement, which has been agreed with the auditors, was
approved by the Board on 29 June 2006. It is not the Company's statutory
accounts for the eight month period ended 31 December 2005 but has been
extracted from them. Copies of the report and accounts for the 8 month period
to 31 December 2005 will be posted to shareholders shortly and may be obtained
from John East & Partners Limited, Crystal Gate, 28-30 Worship Street, London
EC2A 2AH.
The statutory accounts for the eight month period ended 31 December 2005
received an audit report which was unqualified and did not contain a statement
under s237 (2) or (3) of the Companies Act 1985. The statutory accounts for the
year to 30 April 2005 have been delivered to the Registrar of Companies but the
audited 31 December 2005 accounts have not yet been filed.
END