Final Results

First Derivatives PLC 03 June 2003 for immediate release FIRST DERIVATIVES PLC (the 'Company' or 'FDP') Final results for the year ended 28 February 2003 First Derivatives Plc, today announces its year end results for the year ended to 28 February 2003. The highlights were: • Turnover at £1.65m (2002: £1.78m); • Pre tax profit reduced to £406,000 (2002: £612,000) as a result of investment in additional revenue streams; • Recovery in pre tax profits for the second six months to 28 February 2003 from £125,000 to £281,000; • Exclusive rights to market and support Kx Systems products; • Acquisition of IPR for e-business software from e-hub.com plc; and • Announced in May 2003 a joint venture with British Telecom using the marketing e-business products. David Anderson, Chairman, commented: 'Despite the difficult market place in which the Company operates it has enjoyed a successful first year on AIM and has benefited from the increased profile the market has given the Company in the United Kingdom, the United States and Europe.' Chairman's statement I have pleasure in reporting on the financial year ended 28th February 2003 of First Derivatives plc its first year as a company listed on the AIM market. At the interim stage the company reported a pre-tax profit of £125,000 on revenues of £689,000. The pre-tax profit for the year was £406,000 compared with a profit of £612,000 in the previous year. Turnover at £1.649 million compared with £1.778 million in the previous year. Earnings per share for the year was 2.4p against 4.3p in the previous year. The Board has not recommended a dividend as the funds generated during the year are required to finance future growth. The benefits of the Kx Systems Inc ('Kx') investment started to show strength in the second half of the year. Combined with a recovery in the level of consultancy business this led to a sharp improvement in profitability in the second half of the year. The year has seen a number of strategic moves, further development of business into capital markets, the strengthening of the relationship with Kx and other US companies and entry into the e-commerce market. The client base in capital markets has been broadened and a significant part of the revenue generated is now from support contracts which tend to be of a recurring nature. The company now supports the Kx range of software products worldwide and a new contract has recently been negotiated in favourable terms. After the year end the company exercised its vested options to subscribe for shares in Kx and further options have been granted. The continuing success of the Kx product suite should lead to further revenues from support, customisation and implementation. Kx products are currently being used by many leading financial institutions including J P Morgan, Credit Suisse and Credit Lyonnais. In February this year the company signed an agreement with BT to market a range of e-business solutions under the BT name. The range was officially launched after the financial year end in early May. Due to the fact that a significant part of the package was based on software developed by First Derivatives for e-hub.com plc, it was felt prudent to bring this in-house. Therefore, this software was acquired in February this year. Our first year as a plc has seen the transformation of the company from being one highly dependent on consultancy to a more broadly based business with two divisions involved in capital markets, partnership arrangements and e-commerce. There has been an encouraging start to the new financial year with the continuation of the recovery seen in the second half of the financial year. David Anderson Chairman Profit and loss account Year ended 28 February 2003 Year ended Year ended 28 February 28 February Note 2003 2002 £'000 £'000 Turnover - continuing operations 2 1,649 1,778 Cost of sales (1,186) (1,152) Gross profit 463 626 Administrative expenses (284) (85) Other income 236 92 Operating profit - continuing operations 415 633 Interest receivable 9 - Interest payable and other similar charges 4 (18) (21) Profit on ordinary activities before taxation 3 406 612 Tax on profit on ordinary activities 5 (113) (182) Profit on ordinary activities after taxation 293 430 Retained profit brought forward 307 492 600 922 Dividends paid 8 - (575) Transfer from reserves - (40) Retained profit carried forward 600 307 Earnings per share 9 2.4p 4.3p The company has no recognised gains or losses other than those included above and therefore no separate statement of total recognised gains and losses has been presented. There is no material difference between the company's results as reported and on a historical cost basis. Accordingly no note of historical cost profits and losses has been prepared. The turnover and operating profit amounts as stated above are derived solely from continuing operations. Balance sheet Year ended 28 February 2003 At 28 February At 28 February 2003 2002 Note £'000 £'000 £'000 £'000 Fixed assets Intangible assets 10 900 - Tangible assets 11 313 37 1,213 37 Current assets Debtors 12 741 1,514 Cash at bank and in hand 555 - 1,296 1,514 Creditors - amounts falling due within one year 13 (913) (1,184) Net current assets 383 330 Total assets less current liabilities 1,596 367 Creditors - amounts falling due after more than one year 14 (215) - Provisions for liabilities and charges 15 (5) (10) Net assets 1,376 357 Share capital and reserves Called-up share capital 16 61 50 Share premium account 17 715 - Profit and loss account 17 600 307 Equity shareholders' funds 18 1,376 357 These financial statements were approved by the board of directors on 30 May 2003. Brian Conlon Director Cash flow statement Year ended 28 February 2003 Year ended Year ended 28 February 28 February Note 2003 2002 £'000 £'000 Cash inflow from operating activities 24 694 844 Returns on investment and servicing of finance 25a (9) (22) Taxation 25b (170) (130) Capital expenditure 25c (412) (15) Equity dividend 25d - (575) Cash inflow before financing 103 102 Financing 25e 720 (15) Increase in cash in the period 823 87 Reconciliation of net cash flow to movement in net funds/(debt) Year ended 28 February 2003 Year ended Year ended 28 February 28 February Note 2003 2002 £'000 £'000 Increase in cash in the period 823 87 Decrease in debt 8 16 Change in net debt resulting from cash flows 26 831 103 New long term loan (237) - Movement in net debt in the period 594 103 Net debt at start of the period (271) (374) Net funds/(debt) at end of the period 26 323 (271) 1 Accounting policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements. Basis of accounting The financial statements have been prepared under the historical cost accounting rules. Basis of preparing the financial statements The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. Intangible fixed assets Intangible fixed assets such as intellectual property rights over software are capitalised where purchased on an arm's length basis. Such assets are amortised over their estimated useful lives, assumed to be 5 years. Tangible fixed assets Tangible fixed assets are stated at historical cost, less accumulated depreciation. Depreciation is calculated to write off the original cost less the expected residual value of fixed assets over their anticipated useful lives at the following annual rates: Motor vehicles - 25% straight line Office furniture and equipment - 25% straight line Plant and equipment - 25-50% straight line Land and buildings - 2% straight line Government grants Government grants are recognised in the profit and loss account so as to match them with the expenditure towards which they are intended to contribute. Pension plans The company operates 'Personal Pension Plans' whereby the company agrees to pay, for eligible employees, a defined contribution into the employee's own personal pension scheme. The pension charge represents contributions payable by the company for the period. The company's liability is limited to the amount of the contribution. The liability for meeting future pension payments rests solely with the employee's personal pension scheme. Taxation The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. 2 Turnover Turnover represents the invoiced value of services to third parties exclusive of value added tax and trade discounts and includes expenses recharged to customers. The directors are of the opinion that disclosure of the analysis of turnover and profit by geographical market would be prejudicial to the interests of the company. 3 Profit on ordinary activities before taxation Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 Profit on ordinary activities before taxation has been arrived at after charging: Depreciation 20 19 Auditors' remuneration - audit 10 10 - tax 47 14 Hire of premises - rentals payable under operating lease 14 13 4 Interest payable and other similar charges Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 On bank loans and overdrafts 3 21 On other loans 4 - Other 11 - 18 21 5 Tax on profit on ordinary activities Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 UK corporation tax for the period 136 175 Adjustments relating to earlier years (18) - Total current tax charge 118 175 Deferred tax (see note 15) (5) 7 113 182 The basis by which taxation is calculated is stated in Note 1. The current tax charge for the period is lower (2002: lower) than the standard rate of corporation tax in the UK. The differences are explained below: Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 Current tax reconciliation Profit on ordinary activities before tax 406 611 Current tax at 30% (2002: 30%) 122 183 Effects of: Expenses not deductible for tax purposes 9 (5) Capital allowances for period in excess of depreciation 5 1 Small companies relief - (4) Adjustments to tax charge in respect of previous periods (18) - Total current tax charge 118 175 6 Staff numbers and costs The average weekly number of persons (including the directors) employed by the company during the year end is set out below. The company employed 28 people at the year end (2002: 22). Year ended Year ended 28 February 28 February 2003 2002 Average No. Average No. Administration 2 3 Technical 25 19 27 22 Their total remuneration was: £'000 £'000 Wages and salaries 723 607 Social security costs 71 60 Other pension costs 26 26 820 693 7 Emoluments of directors The remuneration paid to the directors was: Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 Aggregate emoluments (including benefits in kind) 99 37 Company pension contributions 20 17 119 54 During the period there were two directors accruing benefits under a defined contribution pension scheme (28 February 2002: 2). The aggregate emoluments and company pension contributions of the highest paid director amounted to £55,000 and £4,000 respectively during the year (2002: £24,000 and £16,000 respectively). 8 Dividend paid Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 Interim dividend paid on ordinary shares - 575 No final dividend for either year was proposed. 9 Earnings per ordinary share The calculation of earnings per share is based on the profit on ordinary activities after taxation and before deduction of dividend appropriations in respect of equity shares, namely £293,000 (2002: £430,000). The number of ordinary shares outstanding at 28 February 2003 and ranking for dividend was 12,296,158. Earnings per share for the period ended 28 February 2002 have been calculated based on 10,000,000 shares outstanding. Year ended Year ended 28 February 28 February 2003 2002 Pence per share Pence per share Earnings per share 2.4 4.3 10 Intangible fixed assets 2003 £'000 At 1 March 2002 - Additions 900 At 28 February 2003 900 The purchase of the intangible fixed asset in the current year relates to the purchase of the software asset discussed in note 22. The purchase was made on 28 February 2003 and accordingly no depreciation has yet been charged. 11 Tangible fixed assets Land and Plant and equipment Office furniture buildings and equipment Total £'000 £'000 £'000 £'000 Cost At 1 March 2002 - 94 25 119 Additions 292 4 - 296 At 28 February 2003 292 98 25 415 Depreciation At 1 March 2002 - 63 19 82 Charged during period 2 15 3 20 At 28 February 2003 2 78 22 102 Net book value At 28 February 2003 290 20 3 313 At 28 February 2002 - 31 6 37 The basis by which depreciation is calculated are stated in Note 1. 12 Debtors 28 February 28 February 2003 2002 £'000 £'000 Trade debtors 470 1,065 Sundry debtors 255 58 Prepayments 16 391 741 1,514 13 Creditors - amounts falling due within one year 28 February 28 February 2003 2002 £'000 £'000 Bank overdraft - 267 Trade creditors 59 141 Other taxation and social security 24 103 Accruals and deferred income 59 300 Corporation tax 311 360 Other creditors 111 9 Other loans 18 4 Capital creditor 331 - 913 1,184 14 Creditors - amounts falling due after more than one year 28 February 28 February 2003 2002 £'000 £'000 Loan 215 - 28 February 28 February 2003 2002 £'000 £'000 Analysis of debt: Debt can be analysed as falling due: In one year or less, or on demand 17 - Between one and two years 19 - Between two and five years 68 - In five years or more 141 - 215 - The loan is secured on the company's property in London. 15 Provisions for liabilities and charges 28 February 28 February 2003 2002 £'000 £'000 Deferred taxation At beginning of period 10 3 (Release)/charge for the period (see note 5) (5) 7 At end of period 5 10 The basis by which taxation is calculated is stated in Note 1. There is no unprovided deferred tax. The elements of deferred taxation are as follows: 28 February 28 February 2003 2002 £'000 £'000 Difference between accumulated depreciation and amortisation and capital allowances 5 10 Deferred tax liability 5 10 16 Share capital 28 February 28 February 2003 2002 Number £'000 Number £'000 Equity shares Authorised Ordinary shares of 0.5pence each 20,000,000 100 20,000,000 100 Issued, allotted and fully paid Ordinary shares of 0.5pence each 12,296,158 61 10,000,000 50 During the financial year 2,296,158 Ordinary shares of 0.5 pence were issued at 50 pence each. 17 Share premium and reserves Share premium Profit and loss account account £'000 £'000 At beginning of year - 307 Retained profit for the period - 293 Premium on share issues 1,137 - Share issue expenses (422) - At end of year 715 600 18 Equity shareholders' funds 28 February 28 February 2003 2002 £'000 £'000 Profit for the financial year 293 430 Dividends paid - (575) Net proceeds on issue of share capital 726 - Increase/(reduction) in shareholders' funds 1,019 (145) Opening shareholders' funds 357 502 Closing shareholders' funds 1,376 357 19 Commitments and contingencies There were no capital commitments at either period end, with the exception of the contingent commitment to make additional payments under a software purchase agreement (note 22). 20 Leasing commitments Annual commitments under non-cancellable operating leases are as follows: 28 February 2003 31 March 2002 Land and Land and buildings buildings £'000 £'000 Operating leases which expire: In the second to fifth years inclusive 12 12 21 Contingent liabilities Contingent liabilities exist in respect of grants received by the company, whereby, in the event of the company failing to meet one or more of the conditions contained in the letters of offer to the company, the company would be liable to repay grant. 22 Related party transactions Brian Conlon is a shareholder of e-hub.com plc. During the period the company traded with e-hub.com plc on a normal commercial basis resulting in sales of £228,760 (2002: £202,000). The amount due by e-hub.com plc to the company at 28 February 2003 amounted to £Nil (2002: £536,000). Included within capital creditors is an amount due to e-hub.com plc of £331,000. During the year the company purchased a software asset from e-hub.com plc for a minimum consideration of £900,000. Of this total consideration £550,000 was offset against a debtor balance owed by e-hub.com plc. Additional consideration will be paid, at a rate of 20% of future sales of the software to e-hub.com plc up to a maximum of another £1,100,000. This transaction was approved by the shareholders at an extraordinary general meeting. The company is charged rent annually for the use of the managing director's apartment located in Kensington, London. The charge incurred during the financial year amounted to £14,500 (2002: £29,000). 23 Ultimate controlling party The company is controlled by Brian Conlon, its majority shareholder. 24 Reconciliation of operating profit to net cash inflow from operating activities Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 Operating profit 415 633 Depreciation on tangible fixed assets 20 20 Decrease in debtors 224 275 Increase/(decrease) in creditors 35 (84) Net cash inflow from operating activities 694 844 25 Analysis of cash flows for headings in the cash flow statement Year ended Year ended 28 February 28 February 2003 2002 £'000 £'000 a) Returns on investment and servicing of finance Interest paid (18) (22) Interest received 9 - Net cash inflow from returns on investment and servicing of finance (9) (22) b) Taxation Corporation tax paid (170) (130) c) Capital expenditure Purchase of tangible fixed assets (412) (15) d) Equity dividends paid Dividends on equity shares - (575) e) Financing Repayment of long term loan (5) (15) Issue of share capital 725 - 720 (15) 26 Analysis of changes in net debt during the period Cash in Bank Debt due Debt due hand overdrafts within one year after one year Total £ £ £ £ £ Balance at 1 April 2001 - (354) (16) (4) (374) Cash flow - 87 16 - 103 Other non cash change - - (4) 4 - Balance at 1 April 2002 - (267) (4) - (271) Cash flow 556 267 8 - 831 Other non cash change - - (22) (215) (237) Balance at 28 February 2003 556 - (18) (215) 323 This information is provided by RNS The company news service from the London Stock Exchange
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