Interim Results - 6 Months to 30 September 1999

Corporate Executive Search Intl PLC 24 January 2000 CORPORATE EXECUTIVE SEARCH INTERNATIONAL INTERIM STATEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 1999 CHAIRMAN'S STATEMENT In my first statement to you as Chairman I am pleased to report on a number of positive developments. Firstly, the progress your Company has made in terms of results and new initiatives within the existing high technology search operation and secondly the exciting strategic direction in which the Company intends to move as a result of the proposed purchase of DataCash Limited. In terms of results I am pleased to report that the Company achieved a profit before tax, exceptional items and interest of £103,000 for the six months to 30 September 1999 compared to £94,000 in the corresponding period last year. This has been achieved on revenues of £1,253,000, which were, as anticipated, lower than the 1998 revenues of £1,535,000. Operating costs were reduced thereby improving the margin such that pre-tax profits were recorded of £26,000 compared to a loss last year of £57,000. The performance of the Company in the final quarter of 1999 has been affected by the costs of new initiatives and by a slowing towards the year-end in candidate appointments. However, the Board considers that the prospects for the future of the recruitment business are good and I can report that the year has begun well. Some of you may be aware that many changes have taken place at Board level during the period with Roger Evans resigning as Chief Executive on 31 August 1999 and Alan Bates resigning as Chairman on 10 November 1999. I was appointed as Chairman on 11 November 1999 and I would like to take this opportunity to thank my predecessor for his efforts and wish him well for the future. The Company, having retrenched in the last couple of years, has now begun to grow by two means. Firstly, we are actively recruiting quality, proven consultants and I am pleased to report that a leading team, with a specialist knowledge of the internet start-up market, has joined the Company from a major competitor. Secondly, we have been exploring opportunities to leverage our expertise in the recruitment of board level and senior executives in the European high technology and dot.com market places. As a result we have launched a senior level contingency recruitment business known as rocketscience distinct from the core executive search business in the methods it uses to place candidates into vacant positions. We will also shortly launch Boldly- Go.com which has been developed to take advantage of the Company's increasing experience of executive and senior level recruitment into start-up and dot.com businesses. It is our objective to ensure Boldly-Go.com becomes a leading supplier of executives into dot.coms through access to the highest quality candidates and strategic partnerships with incubators, business accelerators and internet investment funds, amongst others. We have invested in people and technology in creating Boldly- Go.com and we invite you to visit the web-site which will be live shortly. We believe that operating in the dynamic and exciting sectors of internet and high-technology through the existing retained search business of Corporate Executive Search as well as rocketscience and Boldly-Go.com, will enable the Group to generate improved revenues in the future. The Board has also been examining opportunities to utilise the position of the Company as a quoted vehicle. In particular we have been excited by the prospects of entering the 'enabling space' within the rapidly evolving internet and e-commerce sector. Enablers provide the essential services and technology that assist companies wishing to develop internet activities to achieve their objectives. We are already involved in this through the recruitment businesses, as management and business skills are even more critical to companies as they enter new areas, change their business models and experience rapid growth. The on-line business is distinct from the traditional business in that it experiences all of these changes simultaneously, and management, technology and capital will be the defining differentiators between success and failure in the web-world. As we announced on 14 December 1999, the Company has entered into an agreement to purchase the entire share capital of DataCash Limited, a leading provider of e- commerce payments solutions. DataCash is at the very forefront of e-commerce enabling and we believe it will show explosive growth over the next few years. DataCash, established in September 1997, already has about 20% of the UK internet payments processing market, with a number of substantial companies as clients. It has also established close relationships with most of the key organisations within the internet world. DataCash will be the first payments solutions provider listed in the UK, and we are confident it will be able to leverage its position significantly as part of the quoted Company. This is a very significant deal for the Company and, as a consequence, we asked the Stock Exchange to suspend trading in the Company's shares until the circular setting out the details of the acquisition had been posted to shareholders. We will keep this period to a minimum, but we currently expect the quote to be restored in mid-to-late February. The Board believes it will be useful to have co-terminus accounting dates with DataCash, and we therefore propose to shorten the current accounting year to the end of December. It is also our intention to strengthen the Board of the Company with the appointment of additional executive and non-executive directors in order to provide further guidance and expertise to the business. This is a momentous point in the Company's history. We would like to thank our shareholders who have remained with us through the difficult times and we believe we now have the strategy and the structure to provide you with the prospect of the rewards you expect. I will provide a further update of the Company's position with the proposed circular. David Bailey Chairman 24 January 2000 CORPORATE EXECUTIVE SEARCH INTERNATIONAL PLC Consolidated Profit and Loss Account For the six months ended 30 September 1999 (unaudited) Six Six months months ended ended 30 30 September September 1999 1998 £000 £000 Turnover 1,253 1,535 Administrative Expenses - normal (1,150) (1,441) - exceptional (74) (145) - total (1,224) (1,586) Operating Profit/(Loss) - normal 103 94 - exceptional (74) (145) Operating Profit / (Loss) 29 (51) Net Interest Payable and Similar (3) (6) Charges Profit/(Loss) on Ordinary Activities 26 (57) before Taxation Tax on Profit/(Loss) on Ordinary (12) - Activities Profit/(Loss) on Ordinary Activities 14 (57) after Taxation Dividends - - Retained Profit/(Loss) for the Period 14 (57) Basic Earnings per Share 0.01p (0.04)p Diluted Earnings per Share 0.01p (0.04)p Basic Earnings per Share Before 0.06p 0.06p Exceptional Items CORPORATE EXECUTIVE SEARCH INTERNATIONAL PLC Consolidated Balance Sheet As at 30 September 1999 (unaudited) As at As at 30 30 September September 1999 1998 £000 £000 Fixed Assets Tangible Assets 174 326 Current Assets Debtors 732 910 Cash at bank and in hand 635 340 1,367 1,250 Creditors Amounts falling due within one year (624) (667) Net Current Assets 743 583 Total Assets Less Current Liabilities 917 909 Creditors Amounts falling due after more than (113) (142) one year Net Assets 804 767 Capital and Reserves Called up share capital 156 156 Share premium account 686 686 Share scheme reserve 100 93 Merger reserve (124) (124) Profit and loss account (14) (44) Equity Shareholders' Funds 804 767 CORPORATE EXECUTIVE SEARCH INTERNATIONAL PLC Consolidated Cash Flow Statement For the six months ended 30 September 1999 (unaudited) Six Six months months ended ended 30 30 September September 1999 1998 £000 £000 Net Cash Inflow From Operating 127 283 Activities Returns on Investments and Servicing of Finance Interest received 8 6 Overdraft interest and similar - - charges Interest element of finance lease (11) (12) rental payments Net Cash Outflow From Returns on Investments and Servicing of Finance (3) (6) Taxation Corporation tax paid (including ACT) - (5) Tax Paid - (5) Capital Expenditure and Financial Investment Purchase of tangible fixed assets (1) (32) Sale of tangible fixed assets 10 30 Net Cash Inflow/(Outflow) From Capital Expenditure and Financial 9 (2) Investment Net Cash Inflow Before Financing 133 270 Financing Capital element of finance lease (29) (27) rental payments Net Cash Outflow From Financing (29) (27) Increase in Cash in the Period 104 243 Notes (1) The financial information contained in this report does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (as amended). The results for the year ended 31 March 1999 were reported on by the auditors and received an unqualified report and contained no statement under Section 237(2) or (3) of the Companies Act 1985 (as amended). Full accounts have been delivered to the Registrar of Companies. (2) The exceptional items in 1999 relate to the following: A charge of £74,000 representing notice period payments made to Roger Evans, the Group's former Chief Executive who left the Group on 17 August 1999, in accordance with his executive service contract. The exceptional items in 1998 relate to the following: A charge of £131,000 representing notice period payments made to Mark Shields, the group's Non- Executive Director and a previous Chief Executive, and Mark Brooke, the Group's Director of International Business Development, in accordance with their executive service contracts. These payments were a contractual liability of the Group. A charge of £14,000 representing termination payments made to employees of the Group's training and development division that was terminated during the period. (3) Basic earnings per share for the six months ended 30 September 1999 have been calculated on the basis of the profit after taxation for the period of £14,000 and the average number of shares in issue during the period of 156, 002,000. (4) Reconciliation of operating profit/(loss) to operating cash flows Six Six months months ended ended 30 30 September September 1999 1998 £000 £000 Operating profit/(loss) 29 (51) Depreciation 69 72 Profit on sale of fixed assets (1) (11) (Increase)/Decrease in debtors (20) 462 Increase/(Decrease) in creditors 50 (201) Share scheme charge - 12 Net cash inflow from operating 127 283 activities (5) Year 2000 The directors recognised the year 2000 problem as a potentially serious business issue. They considered the risks and implications not just across the Group but also as a result of the systems of major customers and suppliers not being Y2K compliant. At the beginning of the year, the majority of the Group's computer systems and associated software were already Y2K compliant. Where problems were identified, upgrading or replacement took place with a significant proportion of these costs being covered by existing maintenance contracts. Additional costs not covered by existing contracts did not exceed annual spending levels for ongoing renewal and maintenance expenditure. Since the end of 1999, no problems have been experienced by any Group company. The Board, however, is continuing to monitor the issue both internally and externally. (6) The financial statements for prior accounting periods include a tax credit for tax losses amounting to £310,000. These losses are not agreed at 30 September 1999, however the directors are confident that the credit will be agreed in due course. (7) Copies of the Interim Reports for the six months to 30 September 1999 will be available free of charge from the Company's registered office at 7 Savoy Court, Strand, London, WC2R 0EZ for a period of 14 days from the date hereof. For further information, please call: Corporate Executive Search International plc Julian Compton, Finance Director 0171 550 1000 Clerkenwell Communications John Coyle 0171 713 0900 0370 687 370 Chris Skyrme 0171 713 0900

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