Final Results

Intercede Group PLC 23 May 2002 INTERCEDE GROUP plc ('Intercede', 'the Company' or 'the Group') Preliminary Results for the Year Ended 31 March 2002 Intercede, a leading developer of electronic identity management software, which obtained a listing on the Alternative Investment Market in January 2001, today announces its preliminary results for the year ended 31 March 2002. SUMMARY * Turnover of £1.2 million (2001: £2.0 million) and pre-tax loss of £2.2 million (2001: £1.1 million) * Concentration of resources on development of key electronic identity management software, edeficeTM: Version 6.3 launched in April 2002 * Agreements signed with Oberthur, ActivCard and Datakey: total advance licence commitments of almost US$2 million, of which US$0.8 million has already been received * Balance sheet structured for growth: additional funding secured during the year and short term borrowings substantially reduced * Tight control over costs and cash continues to be maintained * Increased scope to grow international sales channel and secure wide market penetration Richard Parris, Chairman & Chief Executive of Intercede, said today: 'It has been a year of significant change. In challenging market conditions, we have successfully developed our business model to concentrate on one of the fastest growing sectors of the IT security marketplace. The short term effect has been an inevitable reduction in revenues. However, we are confident that we can grow from the platform we have built for ourselves, as evidenced by the recent contracts signed with several important international partners.' 23 May 2002 ENQUIRIES: Intercede Group plc Tel. 01455 558111 Richard Parris, Chairman & Chief Executive Andrew Walker, Finance Director College Hill Tel. 020 7457 2020 Archie Berens Clare Warren INTERCEDE GROUP plc Preliminary Results for the Year Ended 31 March 2002 CHAIRMAN'S STATEMENT The year has concluded with a number of very positive events that endorse the Group's focused strategy. Principal amongst these were significant contracts from ActivCard, Datakey and Oberthur, who have licensed the Group's edefice product for incorporation into their product lines. Introduction Intercede produces software to enable organizations to securely create, issue and subsequently manage electronic identities and associated credentials for corporate, governmental and personal use. These identities are typically stored on smart cards and may also involve the use of fingerprints, facial recognition, digital certificates, passwords or other security devices. It is anticipated that within the next three to five years the majority of people will carry at least one form of electronic identity which will probably be embedded in a smart card, e.g. a corporate ID card in New York, health records in France, a National Citizen's ID in Malaysia, a driving licence in India or a bank debit card in the UK. This is an emerging and potentially very large market, which currently has few technical standards and no established market leaders. It is this market opportunity which Intercede has identified and is looking to exploit. Results In the year ended 31 March 2002, turnover of £1.2 million was achieved at a gross margin of 62% (compared to £2.0 million at a gross margin of 53% in the previous period). Both the increase in gross margin and the decrease in turnover are a direct result of the Group's decision to redeploy its software development resources from project related work to the development of our proprietary edefice product. Importantly, this strategy has resulted in a significant increase in the Group's intangible intellectual property as represented by its edefice software. The validity of this approach was demonstrated when the Group won US$2 million of advance orders for its edefice software in the second half of the year, US$0.8 million of which had been already paid into the Group's bank account by 31 March 2002. In a very difficult year for the IT sector, Intercede's operating losses have widened to £2.2m as a result of continued product development. Nevertheless, through rigorous financial control, the Group has consistently out-performed its cash forecasts and maintained its cash outflow before financing at the same level as the previous year. Finance At 31 March 2002, the Group had cash reserves of £1.8 million compared to £2.0 million as at 31 March 2001. This includes £982,000 of new funding which was raised as a convertible five year loan in December 2001. An existing convertible loan totaling £450,000 was also extended for a further five years during the period. The overall effect is to secure long term funding for the Group, while substantially reducing its short term borrowings. Strategy and Outlook The year started with an optimistic outlook for Internet security business. However, the worsening economic climate in the early part of the period reduced the demand from many organizations for security related purchases. The unfortunate events of 11 September 2001, while highlighting the importance and ultimately increasing the size of the security products industry, only served to result in further short term deferrals of expenditure. The downturn in end user spending in 2001 resulted in the Group's potential partners and competitors retrenching to focus on their core competencies: for example, a number of the smart card manufacturers reduced their in-house software development activities. This happened just as the need for electronic identity management systems started to emerge. As a result, many smart card industry participants are urgently undertaking 'buy or build' decisions for new software systems at a time when they have already downscaled their own development capabilities. This has created the opportunity for Intercede to become a preferred software provider to the major smart card manufacturers as they start to 'tool up' for future growth. According to a number of industry forecasters, the use of smart cards for access and security purposes will grow rapidly over the next three to five years at estimated annual growth rates ranging from 30% to more than 50%. The electronic identity management market to support this sector is estimated to exceed $1bn over the same period. With no clear standard or market leader in this sector, the Group believes that edefice has an excellent prospect of winning significant market share. For example, the Group's existing partners would claim more than 50% market penetration of the access and security market for smart cards. The current period has seen the Group placing increased emphasis on signing licensing contracts and building a robust software platform, with a high degree of success. Looking ahead to the next year, the Group will continue to focus on this strategy to ensure that: • Existing partners successfully sell edefice enabled products to their end-user customers. • Product development remains world-class and competitive. • New partners are signed. • Gross margins are increased. A critical measure of success in the next 12 months will be the Group's ability to secure wide market penetration through channel partners while managing cash reserves. However, once this has been achieved, the Group needs only modest market growth in order to secure early profitability. In the longer term, the Group continues to believe that exceptional returns are possible. Richard Parris Chairman & Chief Executive 23 May 2002 INTERCEDE GROUP plc Preliminary Results for the Year Ended 31 March 2002 REVIEW OF OPERATIONS During the past year the Group has emerged as one of the very few companies in the world that has developed 'package' software to manage the deployment and life cycle of electronic identities. Product Design The Group's software is called edefice. The edefice product provides a general-purpose identification management platform across a wide range of existing and potential applications. Version 6.3 of edefice was launched at the CardTech/SecurTech Exhibition in New Orleans in April 2002. It is a world-class product for managing the issuance and life cycle of smart cards and associated credentials, including picture ID's, Public Key Infrastructure certificates and biometrics (e.g. fingerprints and facial recognition), for corporates, national ID schemes and some consumer applications Originally conceived to be a management platform for corporate IT security in general, edefice has been developed over the course of the last 12 months into a highly focused electronic identity management system. This has enabled the Group to concentrate on one of the fastest growing sectors of the IT security marketplace. The edefice platform is powerful because it enables any PC with a browser and an Internet connection to become a distributed yet secure and centrally controlled identification management station. Edefice is a sophisticated product that makes very complicated security products, processes and technologies from multiple manufacturers simple to deploy and easy to use. This makes edefice attractive to all participants in the industry sector. The strength of the Group is the intellectual property embedded in edefice and the high quality of the Group's workforce, both of which the Group works rigorously to nurture and protect. Edefice represents more than 40 man years of development by the Group's in-house technical team. Business Development The Group's preferred route to market is to license edefice to global product and service companies who embed the edefice technology within their own branded product lines. The quality and efficacy of edefice and the Group's channel approach was demonstrated when: • Oberthur Card Systems, the third largest producer of smart cards in the world, signed a contract to license edefice as their own brand smart card provisioning and management system in September 2001. • ActivCard, a leading digital identity software company with offices in Silicon Valley, Paris and Singapore and a long term partner of Intercede, signed a contract to license edefice for incorporation into the ActivCard product range in December 2001. • Datakey, a Minneapolis company specialising in secure smart card systems, signed a contract to license edefice as the Datakey smart card management system in April 2002. The above contracts involve advance licence commitments of nearly US$2 million, of which US$0.8 million has already been received. Additional licensing negotiations and partnership discussions with other companies are in progress. In addition, a major UK Government Department has agreed to deploy edefice to provide enhanced security for employees accessing its networks. This agreement came about through the combined marketing efforts of Intercede and its long standing partner, Fujitsu Services. It is further vindication of our strategy of entering into partnerships with key industry players with a view to securing a wide distribution of the edefice product. These relationships will enable Intercede to sell its edefice product throughout the world without the need to establish a costly international infrastructure. It is anticipated that it will take approximately 9 to 12 months after signing for each licensing partner to produce additional revenues, beyond their initial commitments, from end users. Thereafter, the Group expects strong growth in recurring revenue via these partners. In the UK domestic market, the Group continues with the direct sale of edefice and third party products to UK banks, Government departments and the NHS. These activities make an important contribution to earnings. However, as a proportion of total revenue, these earnings will reduce as the Group continues to move to an indirect international distribution model. While other companies involved in smart card management are focusing on mass-market consumer applications, such as multi-application banking cards, Intercede is initially targeting access control and security applications, typically in a corporate environment. Nevertheless, the edefice architecture is easily portable to other application areas and Intercede intends to pursue consumer deployments in partnership with the application providers who already service this market. International Expansion Last year, the Group stated its aim of expanding internationally through a number of strategic partners, both manufacturers of smart card and security systems, and integration partners world-wide. Partnership agreements with ActivCard, Datakey and Oberthur are evidence of success to date in executing this strategy. Individually and collectively, they provide world-wide sales channels for the edefice technology. The Group believes that this maximises the potential for rapid growth by leveraging its core UK based technical skills in a highly scalable manner. Jayne Murphy Operations Director 23 May 2002 INTERCEDE GROUP plc Preliminary Results for the Year Ended 31 March 2002 FINANCIAL REVIEW The Group continues to make significant progress with limited funds. The challenge is to continue to take the necessary action to maximise the market opportunity, whilst maintaining tight control over costs and cash. Financial Results Revenues for the year were £1.2 million compared with £2.0 million for the prior period. This includes £277,000 (US$0.4 million) relating to the advance licence commitment paid by ActivCard in the second half of the period. The balance of £278,000 (US$0.4 million) will be included in the revenues for the six months ending 30 September 2002. Excluding ActivCard, the revenues for the year were £0.9 million. As reported at the interim stage, the overriding need to develop and release further versions of edefice and to link up with key industry players in the smart card management market has resulted in Intercede focusing its technical resources almost entirely to this end. The Group has neither sought nor undertaken new project work during the period. Revenues therefore related primarily to the servicing of existing customers through the resale of additional software licenses and associated third party hardware and maintenance services. Additional staff were recruited during the period to increase and strengthen the Group's technical and sales capability. This resulted in a 50% increase in the average number of employees from 24 to 36. The consequent increase in overheads from £2.2 million to £2.9 million, when combined with the impact of discontinuing project work, served to increase the loss before tax for the period to £2.2 million (2001: £1.1 million). The loss after tax was £1.9 million (2001: £1.1 million), due to the Group being able to take advantage of the tax relief for research and development expenditure introduced by the Finance Act 2000. This resulted in a loss per ordinary share of 11.7p (2001: 8.8p). Funding The Group's first external funding, which came from venture capital sources, was provided in February 1999 and subsequent injections, up to and including the £982,000 which was raised in December 2001, have resulted in £5.1 million of external funding being raised to date. With £1.8 million of funds remaining as at 31 March 2002, this means that £3.3 million (net) has been invested to date (£1.2 million over the past 12 months). It is also worth noting that the gross level of investment during this period is approaching £6.0 million, with projects completed for early adopters in the UK Finance and Government Sectors plus the advance licence commitment received from ActivCard, effectively providing additional funding along the way. These funds have been invested to create: • A world class software development team, as evidenced by the agreements already concluded with a number of major global industry players. • The edefice product which is already demonstrating the potential to become an industry standard for smart card management. • Delivery channels with global reach. • An experienced management team and company framework which is capable of supporting substantial growth in the Group's activities over the coming years. Summary The Group has continued to make significant progress with the achievement of the objectives outlined at the time of its flotation onto the Alternative Investment Market. Indeed, with difficult market conditions only serving to increase the Group's focus on those objectives, the transition from being a distributor and integrator of third party security products to becoming a global business able to earn long term revenues from its proprietary products has accelerated. As discussed above, and in the Chairman's Statement and Review of Operations, the Board is confident that the Group will be successful in securing significant new business in 2002/03. However, the Board recognises that strong cost control and cash management will continue to be particularly critical for the Group as it moves ahead to a position of profitability. Andrew Walker Finance Director 23 May 2002 INTERCEDE GROUP plc Consolidated Profit and Loss Account for the year ended 31 March 2002 Notes 2002 2001 £'000 £'000 Turnover 1,193 2,014 Cost of sales (450) (945) 743 1,069 Gross profit Other operating expenses (2,939) (2,188) Operating loss (2,196) (1,119) Interest receivable and similar income 66 48 Interest payable and similar charges (58) (54) (2,188) (1,125) Loss on ordinary activities before taxation Taxation 2 272 - Loss on ordinary activities after taxation and retained loss for the year (1,916) (1,125) Basic and diluted loss per ordinary share 3 (11.7)p (8.8)p All operations of the Group continued throughout both years and no operations were acquired or discontinued. There are no recognised gains or losses in either year other than the loss for the year. INTERCEDE GROUP plc Consolidated Balance Sheet at 31 March 2002 2002 2001 £'000 £'000 Fixed assets Tangible assets 110 119 Current assets Stocks 8 8 Debtors 404 663 Cash at bank and in hand 1,772 2,042 2,184 2,713 Creditors: Amounts falling due within one year (1,328) (1,341) Net current assets 856 1,372 Total assets less current liabilities 966 1,491 Creditors: Amounts falling due after more than one year Convertible debt (1,432) - Other creditors (18) (59) (1,450) (59) Net (liabilities)/assets (484) 1,432 Capital and reserves Called-up share capital 4,090 4,090 Share premium account 1,011 1,011 Other reserves 1,508 1,508 Profit and loss account (7,093) (5,177) Shareholders' (deficit)/funds - all equity (484) 1,432 INTERCEDE GROUP plc Consolidated Cash Flow Statement for the year ended 31 March 2002 Notes 2002 2001 £'000 £'000 Net cash outflow from operating activities 5 (1,293) (1,093) Returns on investments and servicing of finance Interest received 71 42 Interest paid (34) (27) Interest element of finance lease rentals (9) (12) Net cash inflow from returns on investments and servicing of finance 28 3 Taxation received 93 - Capital expenditure Purchase of tangible fixed assets (39) (80) Sale of tangible fixed assets - 1 Net cash outflow on capital expenditure (39) (79) Cash outflow before financing (1,211) (1,169) Financing Issue of ordinary share capital - 3,175 Issue of convertible debt 982 - Repayment of secured loan (10) (10) Repayment of directors' loans - (8) Capital element of finance lease rentals (31) (24) Receipts from sale and lease back of assets - 26 Net cash inflow from financing 941 3,159 (Decrease)/increase in cash in the year 6 (270) 1,990 INTERCEDE GROUP plc Preliminary Results for the Year Ended 31 March 2002 NOTES 1. The financial information set out in this announcement does not constitute the Group's Statutory Accounts for the years ended 31 March 2001 or 2002, but is derived from those accounts. Statutory Accounts for 2001 have been delivered to the Registrar of Companies and those for 2002, which have been approved by the Board of Directors, will be delivered following the Group's Annual General Meeting. Accounting policies have been consistently applied throughout both accounting periods. The Company's auditors have reported on those accounts; their reports were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985. 2. TAX ON LOSS ON ORDINARY ACTIVITIES The tax credit comprises: Year ended 31 March 2002 2001 £'000 £'000 UK corporation tax Current year 179 - Adjustment in respect of prior periods 93 - 272 - The tax credit relates to tax relief for research and development expenditure. 3. BASIC AND DILUTED LOSS PER ORDINARY SHARE The calculations of loss per ordinary share are based on the loss for the financial year and the weighted average number of ordinary shares in issue during each year. Year ended 31 March 2002 2001 £'000 £'000 Loss for the year (1,916) (1,125) Number Number Weighted average number of shares 16,360,485 12,771,716 Pence Pence Basic and diluted loss per ordinary share (11.7) (8.8) 4. DIVIDEND The Directors do not recommend the payment of a dividend. 5. RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOW 2002 2001 £'000 £'000 Operating loss (2,196) (1,119) Depreciation charge 48 34 Decrease/(increase) in debtors 433 (549) Increase in creditors 422 541 Net cash outflow from operating activities (1,293) (1,093) 6. ANALYSIS AND RECONCILIATION OF NET DEBT 2001 Cash Flow 2002 £'000 £'000 £'000 Cash at bank and in hand 2,042 (270) 1,772 Debt due within one year (460) 450 (10) Debt due after one year (22) (1,422) (1,444) Finance leases (68) 31 (37) (550) (941) (1,491) Net cash 1,492 (1,211) 281 The reconciliation of net cash flow to the movement in net debt is as follows: 2002 2001 £'000 £'000 (Decrease)/increase in cash in the year (270) 1,990 Cash inflow from decrease in debt and lease financing 41 17 Change in net debt resulting from cash flows (229) 2,007 New finance leases - (14) New convertible debt (982) - Movement in net cash in the year (1,211) 1,993 Net cash/(debt) at beginning of year 1,492 (501) Net cash at end of year 281 1,492 7. ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held at 10.00am on Wednesday 10 July 2002 at Lutterworth Hall. 8. ANNUAL REPORT AND ACCOUNTS Copies of the full Statutory Accounts will be despatched to shareholders in due course. Copies will also be available on the website (www.intercedegroup.com) and from the registered office of the Company: Lutterworth Hall, St. Mary's Road, Lutterworth, Leicestershire, LE17 4PS. This information is provided by RNS The company news service from the London Stock Exchange
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