Final Results

Mission Testing PLC 17 September 2001 Mission Testing plc ('Mission Testing' or 'the Group') Preliminary results for the year ended 30 June 2001 Financial Highlights Mission Testing, the AIM-listed software testing consultancy and services provider, is pleased to announce its preliminary results for the year ended 30 June 2001. Year to 30 June Year to 30 June % 2001 2000 change £'000 £'000 TURNOVER 10,515 6,048 + 74% PROFIT BEFORE TAX AND EXCEPTIONALS* 1,277 500 + 156% EARNINGS PER SHARE (ADJUSTED FOR EXCEPTIONALS) - Adjusted Basic (pence) 6.41 3.31 + 94% - Adjusted Diluted (pence) 6.22 3.31 + 88% * Exceptional costs of £310,000 relate to the flotation of the Group on AIM on 6 December 2000 * Revenues up 74% to £10.5m * Profit before tax and exceptionals up 156% to £1.28m * Earnings per share before exceptionals up to 6.41p * Net cash of £9m (2000: £0.05m) at year end Commenting on the results and future prospects, Tony Wells, Chief Executive said: 'The current financial year has started positively with trading and activity levels comfortably ahead of the corresponding period last year. The full integration of Specialist Testing Solutions Ltd, which we acquired in August 2001, will further enhance this position. 'Mission Testing is in excellent shape: blue chip clients and prospects continue to recognise and demand the services of this leading professional testing consultancy, while our client base continues to grow and diversify as our reputation for quality grows with it. 'We have set the course for building a business that will be capable of responding to international opportunities through organic growth and continued selective acquisition and I look forward to the future with confidence.' For further information please contact: Mission Testing plc 01293 457123 Tony Wells, Chief Executive David Abery, Finance Director www.missiontesting.com Square Mile BSMG Worldwide 0207 601 1042 Edward Macquisten CHAIRMAN'S STATEMENT It is with great pleasure that I bring to you the results for the year ended 30 June 2001, the first for Mission Testing after its Admission to AIM in December of last year. It has been a ground-breaking year with excellent results, our first acquisition and a number of achievements in organic growth which were laid out as intentions in the Admission document. The revenues for the year to 30 June 2001, at £10.5 million, were 74% ahead of last year's performance, whilst the net profit before tax and exceptional items relating to the Admission, at £1.28 million, was a staggering 156% up on the performance for the same period in 2000. In a year when spending on information technology and communications made the headlines for its retrenchment I feel this is an excellent performance from the team at Mission Testing. I believe the results are a strong endorsement from our customer base as well as from the market. Our goal of being the most professional and most complete software testing organisation in the UK is the message we continue to spread and these results are evidence that this message has begun to resonate in the market. In the Admission document the Board expressed a belief that a prudent dividend policy would be adopted in the early periods post-Admission. The Board maintains this view and so a modest final dividend of 1.5p per share has been recommended. It will be paid on 9 November 2001 to those shareholders on the register on 12 October 2001. Our recent acquisition of Specialist Testing Solutions Ltd (STS), with its emphasis on consultancy work, shows that we are following the strategy set out at Admission. We set ourselves the task of bringing more balance between test management and support whilst growing profitability. The integration of the STS business will help us to do this. We welcome STS and its staff to Mission Testing and are confident that they will add greatly to our future. We have been active in assessing other possible acquisition opportunities but we have set some criteria which we believe need to be met in order to add value to the business. STS is the first opportunity that met all our criteria. We will, however, continue to assess other opportunities as they arise. We will continue to look at growing the business organically as well as by acquisition including the possibility of international expansion in the forthcoming year if conditions are suitable. During the year I assumed the Chairman's role from Mike McLaren. I am delighted that Mike has been able to stay on the Board as my fellow Non-executive Director. I thank Mike for his considerable efforts leading up to and during the Admission process and look forward to his ongoing contribution to the Board. I should like to thank and congratulate all my colleagues on the Board for their positive contributions since I joined the Board in February of this year and, in particular, Tony Wells for his leadership of the executive team. I also pay tribute to all the staff of Mission Testing and thank them most sincerely for their contribution to the results the team has produced. I am confident that the Board and the staff will reward shareholders for their support and investment. Graham Pooley Chairman 17 September 2001 Chief Executive's Review A Year of Achievement The past 12 months have been a year of achievement for Mission Testing: turnover up 74% to £10.5m; profit before tax up 156% to £1.28m; the Group's successful admission to AIM in December and the acquisition of a fast-growing, complementary software testing consultancy in August 2001. These achievements are testimony to our highly focused approach to building a profitable specialist testing group. The business has delivered strong organic turnover growth which I expect to continue due to our focus on the successful management and delivery of our software testing solutions and services. The flotation in December 2000 provided the financial resources to fuel our strategic objective to become the independent consultancy of choice within the growing global market for software testing. The acquisition of Specialist Testing Solutions Ltd (STS) in August is the first step in our strategy of selectively consolidating the fragmented testing marketplace, further enhancing the well managed organic growth which we have demonstrated to date. The Demand for Testing Testing is a key part of every software and systems development project. It is not an optional extra. Testing consultancy is fundamental in today's business environment, which focuses on risk management, corporate governance, flexible cost control and return on investment. Through the effective deployment of our skills and resources, we help our clients to manage risk by building quality assurance and control processes into the programmes that design, develop, integrate and maintain the systems that run their businesses. We have a portfolio of blue chip clients that we are proud of, including Royal Bank of Scotland, Cap Gemini Ernst & Young and Railtrack amongst many others. Not only have we continued to win assignments from new clients during the year but the level of repeat business from existing clients has also increased as companies have seen the tangible benefits generated by utilising our independent testing solutions. In a marketplace that has seen a weakening in the demand for IT solutions and services, we have bucked the trend and grown our revenues and profits by demonstrating time and again to our clients that our solutions add value to their businesses. It is now increasingly commonplace amongst our clients for the testing budget to be incorporated into the project plan at its outset, rather than added as an afterthought towards the end of the development cycle. Solutions & Services Our software testing services encompass Strategic Testing Consultancy, Outsourcing, Test Management and Support. Last year's results and growth flowed from the widespread and rapidly growing demand for our services in functional testing and in performance testing. Projects typically have a duration of between 2 months and a year or more with an average duration of 5 months. All projects are won on a time and materials basis and we have no fixed price contracts. Functional testing, which evaluates system build quality against design specification, continues to represent the majority of our revenue. This expertise is equally important to organisations basing their business on bespoke systems or packaged solutions. Either way, there is a clear need to test both the quality of the application and its end-to-end integration with other systems. Performance testing, which ascertains the scalability of the system with regard to increasing numbers of users, is a growing specialist area within software testing. Relying heavily upon the expert use of performance testing tools to 'hit' the user interface, it identifies weaknesses throughout the network, middleware and back-end database architecture. Security testing is crucial for systems used by the military, police and government and also for systems transacting data of a highly confidential nature, such as financial, personal or medical records. It requires highly trained specialists to test software security and to try to break this security through 'penetration' testing. It is an area of increasing importance as more confidential information becomes available over the internet. We see opportunities in the security testing area which we are well-positioned to exploit. During the second half-year we opened an office in the City to provide a dedicated platform from which to support our London-based clients. Given our model of recruiting the most experienced people, it also provides access to a larger pool of business development and test consultancy talent. The STS acquisition added a third UK office in Manchester which will be used to support local clients and to build our business in the North of England. A solid infrastructure underpins our business and we have continued to invest in systems and processes that help us to win, deliver and support sustained growth. Focused on Vertical Markets - Delivering Repeatable Solutions During the year we continued to enjoy a high level of repeat business from existing corporate clients and won an encouraging number of major new clients. Our clients appreciate the benefits of using a specialist test consultancy, which adds real value through independence from systems suppliers or in-house development teams. Our track record of servicing existing clients and at the same time winning new business in difficult market conditions demonstrates the ability of our teams and the strength of our service offering. In order to leverage our knowledge of key business areas and to give us a scalable platform upon which to grow our sales teams, we have now based our approach to business development upon distinct vertical markets. - Finance, Banking & Insurance We enjoy excellent business relationships with many blue chip financial services groups, including two of the largest investment banks and the four largest high street banks. The acquisition of STS, which brings Abbey National, Toyota Financial Services and others will augment our client base further. Our market position has recently been further enhanced by some post year-end client wins. - Telecoms, Utilities & Energy We have worked with many of the major telecoms providers over the last year including One2One, BT and Telewest. The testing of billing systems, which have to reflect relentless changes in tariffs and services, represents the bulk of our projects but the performance testing of internet-enabled wireless devices has added a new dimension. Whilst there has been evidence of a slowdown in demand from certain operators, we believe that the fundamentals for servicing this sector remain good and that we are well-placed to increase our presence in the market when demand strengthens. In the year ahead we will be looking at opportunities to develop our presence in the Energy and Utilities markets. - Systems Integrators & Technology Our success in this sector in 2000/1 proved our track record of working with systems integrators. With limited exceptions, software testing has not featured as a marketed, core competency of the large systems integrators or consultancies. Instead, we continue to support several leading firms in this sector on a number of large, high-profile projects, working in partnership with companies such as Avanade (a joint venture between Accenture and Microsoft). Once we have delivered against a substantial project, we then aim to be the 'in-house' supplier of testing services for those firms so that they can partner with Mission Testing for reliable delivery of testing solutions. Our independence is a factor that has been successfully positioned with the end client as adding credibility to the overall solution. Working closely with the customers of systems integrators has also proven to be an excellent way of embracing additional business opportunities outside of our core vertical markets. Our work with technology companies, such as Microsoft and Network Associates, involves testing mass market or niche applications before they come to market, therefore avoiding potentially costly re-work and user dissatisfaction. - Public Sector During the current financial year, we are looking closely at opportunities within the Public Sector, as the e-government initiatives begin to have significant impact on IT programmes across Local Authorities and Central Government departments. The benefit of engaging an independent assessor of quality is compelling within this sector, which has suffered from many ill-fated, politically damaging IT failures. The STS acquisition will help us to accelerate our presence in this sector where we have been appointed by Birmingham City Council as the preferred supplier for testing services. We are a supplier of testing services to other Public Sector departments, including the Audit Commission and the Office of National Statistics and I am excited about the opportunities that present themselves in this market. - Strategic Partners We continue to nurture strong working relationships and partnerships with leading, global test tool vendors including Rational Software, Mercury Interactive, Compuware and Segue Software. Whilst directly contributing to less than 5% of total revenue, our relationships help to develop our deep understanding of automated test tools, which is a pre-requisite to successful consultancy in an increasingly complex software testing environment. During the coming year we will leverage these relationships with joint value propositions, partnered consultancy engagements and by training organisations in the best use of test tools. Acquisitions The breadth of reach of our sales force is complemented by the depth of knowledge of our software testing consultants. The acquisition of STS in August 2001 gives us a combined total of 160 software testing consultants currently working on client projects. STS also brings a set of proprietary software utilities that will help us to exploit the value of introducing test automation in client projects. This acquisition is in line with Mission Testing's stated strategy of enhancing organic growth through selective, complementary acquisitions and I believe that this acquisition will be earnings enhancing in the year ending 30 June 2002. We shall continue to consider acquisitions that will enhance our testing services and deliver real earnings growth to shareholders. Employees As a service business, people are ultimately the key to our success. Our future is totally dependent upon the skills, quality and commitment of our staff and management teams. I would like to thank everyone at Mission Testing for the considerable efforts they have made in meeting the demands of clients and shareholders alike. Current Trading and Outlook The current financial year has started positively with trading and activity levels comfortably ahead of the corresponding period last year. The full integration of STS will further enhance this position. Mission Testing is in excellent shape: blue chip clients and prospects continue to recognise and demand the services of this leading professional testing consultancy; our client base continues to grow and diversify and our reputation for quality grows with it; our competitive advantage flourishes as we employ the best specialists with niche skills and continue to augment their expertise through quality practical experience and training; our corporate infrastructure develops inline with the rest of the business and our financial position is strong with over £8m of cash. We have set the course for building a business that will be capable of responding to international opportunities through organic growth and continued selective acquisition and I look forward to the future with confidence. Tony Wells CEO 17 September 2001 Financial Review Mission Testing, in its first year as a public company, has met all of the financial aims that it set for itself at the time of its admission to AIM. The Group has achieved an excellent set of results for the year, with future financial indicators looking strong and the completion of our first acquisition in August 2001. Results Mission Testing continued its rapid organic growth in the current year, building on the trend of previous periods as shown below. Year to Year to 15 months to 30 June 2001 2000 1999 £000 £000 £000 Turnover 10,515 6,048 2,220 Gross profit 2,713 1,350 434 GP % 25.8% 22.3% 19.5% Administrative expenses (1,609) (747) (228) Operating profit before interest 1,104 603 206 & tax (pre exceptionals) Operating margin 10.5% 10.0% 9.3% (pre-exceptionals) PBT (pre-exceptionals) 1,277 500 162 PBT margin (pre-exceptionals) 12.1% 8.3% 7.3% Exceptionals (310) - - Profit after tax 630 371 128 Turnover increased organically by 74% to £10.5m reflecting strong demand for our services, despite a general tightening of markets. The entire turnover is generated from the supply of testing services. Gross profit increased by 101% to £2.7m. The underlying increase in gross profit percentage of 3.5% to 25.8% is in line with our strategy and this is a trend that we would expect to continue as Group turnover increases by the growing contribution from high-margin consultancy services. Administrative expenses have been well controlled and have increased in line with our investment in the sales, fee earning and support people required to grow the business still further. The Group has increased its investment in sales and fee earning employees, focusing on the delivery of services across focused market sectors. Operating profit (pre-exceptionals) increased by 83% to £1.1m from £0.6m, while the operating margin (pre-exceptionals) grew from 10.0% in 2000 to 10.5% in 2001. The PBT margin (pre-exceptionals) grew from 8.3% in 2000 to 12.1% in 2001. The exceptional costs of £310,000 relate to the flotation of the Group on the Alternative Investment Market of the London Stock Exchange on 6 December 2000, that have not been written off against the share premium account. Fee earners It is the Group's strategy to utilise contractors where appropriate, due to management of fixed overhead risk that comes from this structure; contractors, often referred to as 'associates' on consultancy projects, are not paid by the company when they are not contracted on billable projects. We will increase the full time headcount of fee earning testing specialists in line with the demand for our services. Interest Interest income was £258,000 (2000: £1,000). This increase is due to interest earned on the funds received from the placing that took place with the flotation in December 2000. The funds, net of float costs, of £8.8m have been on deposit with our principal bankers. Taxation The taxation charge of £337,000 represents an effective tax rate of 34.8% compared to 25.8% for the previous year. This is mainly due to disallowable float related expenses. Earnings per share Basic earnings per share (pre-exceptionals) increased by 94% from 3.31p in 2000 to 6.41p in 2001, while fully diluted earnings per share (pre-exceptionals), increased by 88% from 3.31p in 2000 to 6.22p in 2001. Dividend and shareholder returns The Directors propose a final dividend of 1.5p per share, which is the first dividend payable to shareholders since the company's admission to AIM in December 2000. This dividend is covered 4.3 times by adjusted basic earnings per share. Balance Sheet The balance sheet was strengthened by the float proceeds of £8.8m, net of float costs. Cash at 30 June 2001 was £9m with no borrowings. Shareholders funds at 30 June 2001 were £9.7m (2000: £0.3m). Whilst we have, as required by the steep organic growth during year, used a modest amount of cash to finance working capital needs, the balance of these funds is available for our acquisition plans. £700,000 was utilised in the acquisition of Specialist Testing Solutions Ltd in August. Acquisitions On 24 August 2001 the Group acquired the entire issued share capital of Specialist Testing Solutions Ltd for an aggregate consideration of £3.7 million which was satisfied by £700,000 of cash on completion and 1,600,000 new ordinary shares in Mission Testing plc. Of these shares 1,350,000 were issued on completion and a further 250,000 will be issued following Mission Testing's AGM to be held on 7 November 2001. Summary The Group is in a very healthy financial position. The strong organic growth together with the acquisition of Specialist Testing Solutions ensures that the Group is well placed to enjoy future growth prospects. David Abery Finance Director 17 September 2001 Group Profit and Loss Account for the year ended 30 June 2001 Note 2001 2000 £000 £000 Turnover 10,515 6,048 Cost of sales (7,802) (4,698) Gross profit 2,713 1,350 Administrative expenses (1,609) (747) Exceptional administrative expenses - flotation costs (310) - Operating profit on ordinary activities before interest 794 603 and taxation Operating profit on ordinary activities before interest and taxation - excluding exceptional administration expenses 1,104 603 Interest receivable and similar income 258 1 Interest payable and similar charges (85) (104) Profit on ordinary activities before taxation 967 500 Tax on profit on ordinary activities (337) (129) Profit on ordinary activities after taxation 630 371 Dividends paid and proposed 2 (305) (208) Retained profit for the year 325 163 Earnings per share (pence) Adjusted basic earnings per share (excluding exceptional 3 6.41 3.31 costs) Basic earnings per share 3 4.56 3.31 Diluted earnings per share 3 4.43 3.31 The Group had no recognised gains or losses, in either the current or prior years, other than those dealt with in the profit and loss account. All of the results derive from continuing operations. Group Balance Sheet at 30 June 2001 2001 2000 £000 £000 £000 £000 Fixed assets Tangible assets 121 44 Current assets Debtors 2,092 1,558 Cash at bank and in hand 8,985 47 11,077 1,605 Creditors; amounts falling due (1,545) (1,372) within one year Net current assets 9,532 233 Total assets less current 9,653 277 liabilities Capital and reserves Called up share capital 1,581 1,123 Share premium account 8,493 - Merger reserve (1,123) (1,123) Other reserve 100 - Profit and loss account 602 277 Equity shareholders' funds 9,653 277 Group Cash Flow Statement for the year ended 30 June 2001 Note 2001 2001 2000 2000 £000 £000 £000 £000 Net cash inflow from operating 4 96 383 activities Net cash flow on returns on 173 (103) investments and servicing of finance Taxation Corporation tax paid (129) (34) Capital expenditure Payments to acquire tangible fixed (112) (42) assets Equity dividends paid (66) (209) Cash outflow before management of (38) (5) liquid resources and financing Financing Issue of ordinary shares 9,051 - (Decrease)/increase in debenture loans (75) 11 Net cash inflow from financing 8,976 11 Increase in cash in the year 8,938 6 Note 1 - Basis of preparation On 24 November 2000 Mission Testing Limited acquired the entire issued share capital of Mission Testing Europe Limited (which was in exchange for the issue of shares in Mission Testing Limited). On 27 November 2000 Mission Testing Limited was re-registered as a public limited company, Mission Testing plc. The group reconstruction has been accounted for using merger accounting. The financial information set out above does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the full preceding year is based on the statutory accounts of Mission Testing Europe Limited for the financial year ended 30 June 2000, modified under the principles of merger accounting. Those accounts, upon which the auditors issued an unqualified opinion and did not contain a statement under section 237 (2) or (3) Companies Act 1985, have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 June 2001 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Note 2 - Dividends 2001 2000 £000 £000 Equity shares Interim dividend paid 48 190 Final dividend proposed 257 18 305 208 The interim dividend paid for 2001 and all dividends for 2000 are those paid to the shareholders of Mission Testing Europe Ltd (now the wholly owned subsidiary of Mission Testing plc) for the periods prior to the Group's flotation on AIM. A final dividend of 1.5pence per share is proposed for the year to 30 June 2001 amounting to £257,357. Note 3 - Earnings per share The calculation of basic earnings per share is based on attributable profit of £630,643 (2000: £371,289), divided by the weighted average number of shares in issue during the year of 13,824,792 shares (2000: 11,227,625). The adjusted basic earnings per share is based on the attributable profit of £885,731, which is after adjusting for exceptional costs of £309,568 (2000; £nil) and the tax effect thereon of £54,480 (2000; £nil) . The diluted earnings per share is based on 14,232,216 (2000: 11,227,625) ordinary shares and reflects the exercise of all share options granted. Note 4 - Reconciliation of operating profit to net cash inflow from operating activities 2001 2000 £000 £000 Operating profit before exceptional expenses 1,104 603 Exceptional items (310) - 794 603 Depreciation 35 10 Increase in debtors (534) (618) (Decrease)/increase in creditors (199) 388 Net cash inflow from operating activities 96 383 Note 5 - Post balance sheet events On 24 August 2001 the Group acquired the entire issued share capital of Specialist Testing Solutions Ltd, a UK based company engaged in the supply of software testing consultancy services. The aggregate consideration of £3.7 million was satisfied by £700,000 of cash on completion and 1,600,000 new ordinary shares in Mission Testing plc. Of these shares 1,350,000 were issued on completion and a further 250,000 will be issued following Mission Testing's AGM to be held on 7 November 2001.
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