Preliminary Results

RNS Number : 8694O
First Derivatives PLC
02 June 2015
 

2 June 2015

First Derivatives plc

("FD", the "Company" or the "Group")

Preliminary results for the year ended 28 February 2015

 

FD (AIM:FDP.L, ESM:FDP.I), a leading provider of software and consulting services, today announces its results for the year ended 28 February 2015. 

 

Financial Highlights

-      Revenue £83.2m (2014: £69.9m)                                             +19%

-      Adjusted EBITDA £15.5m (2014: £12.5m)                              +24%

-      Profit before tax £17.5m (2014: £7.9m)                                 +120%

-      Adjusted* profit before tax £10.8m (2014: £9.2m)              +17%

-      Adjusted* fully diluted EPS 38.8p (2014: 34.2p)                   +13%

-      Full year dividend 13.5p per share (2014: 12.2p)                 +11%

-      Net debt £15.7m (2014: £11.2m)              

*Adjusted for amortisation of acquired intangibles, share based payments, profit on disposal of property, net gain on disposal of investment in associate, acquisition costs, finance translation income/charges (and associated taxation impact for EPS).                 

 

Business Highlights

-      Purchase of majority stake in Kx Systems opens a range of new opportunities in Big Fast Data, strengthened by strategic acquisitions to position the Group in new vertical sectors.

-      Strategic acquisition of Prelytix LLC to expand the Group's presence in the fast-growing marketing technology sector.

-      Continued investment in software products with new clients for Delta Flow, Delta Stream and Delta Algo driving revenue growth of 29%. 

-      Further growth and strategic progress in consulting, with a total of six new Master Service Agreements helping to deliver revenue growth of 15%.

-      Oversubscribed placing of new shares with new and existing institutional investors to accelerate growth.

-      Further commitment during the period from Invest Northern Ireland of £3.9m to support up to 484 new jobs in Newry.

 

Post period-end highlights

-      Strategic acquisitions of Affinity Systems and ActivateClients for a combined initial consideration of £7.1m.

-      Board strengthened through the appointment of Virginia Gambale.

-      Good start to new financial year with another year of strong growth expected, moderately ahead of current consensus market expectations.

 

Seamus Keating, Chairman of FD, commented:"This was a very successful year for FD, with the purchase of a majority stake in Kx Systems enabling the Group to broaden its strategy. The subsequent investment across the business, including three strategic acquisitions in 2015, positions FD as a leading player in Big Fast Data across multiple vertical markets. This has been achieved while maintaining a strong focus on current trading, with a strong second half performance from both our consulting and software activities enabling the Group to report record results for FY 2015 and upgrade expectations for the current financial year. We will continue to invest to maximise the growth potential of the business and view the future with confidence."

    

For further information please contact:

First Derivatives plc

Brian Conlon, Chief Executive Officer

Graham Ferguson, Finance Director

Ian Mitchell, Head of Investor Relations

+44(0)28 3025 2242

www.firstderivatives.com

 

 

Investec Bank plc

(Nominated Adviser and Broker)

Dominic Emery

Sebastian Lawrence

+44 (0)20 7597 4000

 

 

Goodbody (ESM Adviser and Broker)

Linda Hickey

Finbarr Griffin

+353 1 667 0420

 

 

Walbrook PR

Paul Cornelius

Nick Rome

Helen Cresswell

Sam Allen

+44 (0)20 7933 8780

 

 

About FD

FD is a global technology provider with nearly 20 years of experience of working with some of the world's largest finance, technology and energy institutions. It holds a 65% stake in Palo Alto-based Kx Systems, developer of the world-leading database technology, kdb+. It employs over 1,200 people worldwide and has operations in London, New York, Stockholm, Singapore, Hong Kong, Tokyo, Sydney, Toronto, Philadelphia, Dublin, Belfast and its headquarters in Newry.

 

For further information, please visit www.firstderivatives.com

 

 

 

CHAIRMAN'S STATEMENT

The financial year to 28 February 2015 was a very successful year for First Derivatives. We made significant progress in implementing our strategy with a number of key acquisitions and delivered strong financial performance. Revenue for the year increased by 19.0% to £83.2m, while adjusted EBITDA rose by 24.1% to £15.5m.

 

Net debt (loans and borrowings less cash and cash equivalents) at the period end was £15.7m (2014: £11.2m), the servicing of which is underpinned by the Group's cash generation and performance over recent years. The Board has recommended payment of a final dividend of 10.20p per share (2014: 9.00p per share) which, together with the interim dividend of 3.30p per share paid in December 2014, gives a total dividend for the year of 13.50p per share, an increase of 10.7% compared to the prior year. The final dividend, if approved at the AGM on 25 June 2015, will be paid on 17 July 2015 to those shareholders on the register on 19 June 2015.

 

Software

 

Software revenue increased by 28.9% to £24.9m (2014: £19.3m) with customer wins across our entire product portfolio. The size of the market opportunity in capital markets is significant and we continue to make progress positioning ourselves to capture a meaningful share of that opportunity.  Our clients have challenges around balance sheet optimisation, regulation, transparency and risk management which can be met through real- time data analytics, which is the fundamental strength of our product suite.

 

Outside capital markets, we are engaged in discussions with a number of potential customers that are attracted by the capabilities of our flagship kdb+ and Delta products, reaffirming our view that our software is ideally suited to Big Fast Data opportunities across multiple sectors.

 

Consulting

 

Consulting revenues continued to grow strongly, rising by 15.3% to £58.3m (2014: £50.6m).  This is the twelfth consecutive year of double-digit percentage growth in consultancy and reflects the strength of customer relationships, the skills of our consultancy staff and the recurring nature of our revenues.

 

During the year we were pleased to sign Master Service Agreements with a number of new high profile clients, adding to the strong relationships we have developed over the years. At a time when clients are typically reducing the number of vendors to enable them to manage these relationships more effectively, it represents a vote of confidence in the Group that the number of clients we engage with continues to increase. We see good potential to grow strongly within our existing client base, while continuing to target new clients.

 

We have continued our recruitment of both graduates and experienced consultants as we seek to provide our clients with the high quality service they expect and to allow us to widen our service offering.  We are pleased with the continued support from Invest Northern Ireland, in the form of future grant assistance of up to £3.9m, announced in June 2014, to support the creation of 484 new high quality jobs within the Group over the next few years.

  

Corporate Development

 

The most significant acquisition activity was the increase in our stake in Kx Systems Inc. ("Kx") to 65.2% in October 2014 opening further opportunities within capital markets and the ability to penetrate other sectors with our software. Kx's principal product kdb+ is widely acknowledged as the world's pre-eminent time-series database.

 

The Group initiated a successful placing to raise £12.7m in February 2015 (an additional £2.6m was placed in March 2015 following shareholder approval) while also increasing our bank facilities to £36.5m in October 2014. This allowed us to complete three acquisitions in addition to the increase in our shareholding in Kx.

 

In February 2015 we acquired Prelytix LLC, a Massachusetts-based provider of predictive analytics software operating within the marketing technology sector for an initial consideration of £4.9m which by the achievement of performance targets could increase to £8.1m over a three year period.

 

Subsequent to the year end, in March 2015, we acquired Ontario based Affinity Systems Limited (a Kx Systems Inc. partner) for an initial consideration of £3.8m which, on the achievement of demanding future targets, could grow to £7.7m.  Affinity is a software development consultancy specialising in utility, retail and healthcare data management.  We also acquired ActivateClients Limited, a software business with important HTML5 capabilities targeting financial markets and based in Dublin, for an initial consideration of £3.3m, potentially increasing to £4.8m.

 

These acquisitions position us well to continue delivering strong growth in our software businesses within Capital Markets and the expertise to leverage our core software infrastructure assets across other important market sectors.

 

Board Changes

 

There were no changes to the Board during the financial year.  On 3 March 2015, Virginia Gambale was appointed a Non-Executive Director of the Group. A U.S. citizen, Ms Gambale has extensive experience as an enterprise technology buyer in capital markets, a technology venture capital partner and an independent director across diverse industry sectors.  On 24 March 2015, Pat Brazel resigned as a Non-Executive Director to join the Group in an executive role, as Global Head of Software Sales. On behalf of the Board I would like to thank Pat for his contribution to the Group and wish him success in his new role.

 

Current Trading and Outlook

 

The current financial year has started positively, with good growth in consultancy and a number of contract wins in software. The investment in the Group's sales capability in recent years is evident in the healthy pipeline of opportunities, while the high levels of visibility in both consultancy and software provides confidence that we will report another year of strong growth. This will be supplemented by a positive impact from the Group's recent acquisitions. Overall, the Group expects performance to be moderately ahead of current market forecasts.

 

I would like to thank the staff of First Derivatives and my Board colleagues for their hard work in achieving another successful year of growth for the Group.

 

Seamus Keating                                                                                                                                              1 June 2015

Chairman

 

 

CHIEF EXECUTIVE'S STATEMENT

Within the capital markets sector, market conditions improved over the past year with the drivers consistent with those of the prior year - firmer underlying economies providing opportunities for our clients to invest for growth; complex and widespread increases in and changes to regulation; and pressure to reduce costs, through the use of new technology or changes to the way that technology is delivered.

 

In addition to the solid market conditions, we have started to see the benefits of investment within our business in prior years. Our acquisition of Kx Systems ("Kx") in October 2014 has positioned the Group as a technology leader in the field of Big Fast Data and to maximise the commercial opportunities available to us we have invested both internally, in development, sales and marketing, as well as through acquisition as detailed in the Chairman's statement.

 

Review of activities

 

First Derivatives ("FD") provides software products that enable the world's largest finance, technology and energy institutions to meet the most demanding data management challenges they face. The Group also provides a range of associated consulting services within capital markets, where our customer base includes investment banks, brokers, exchanges, regulators and hedge funds.

 

The most significant development during the year was the increase in our investment in Kx Systems in October 2014. Kx is one of the world's leading Big Data vendors and its principal product, kdb+, is widely acknowledged as the pre-eminent time series database. FD and Kx have been partners for more than a decade - together we provide a market leading solution that allows organisations to capture, analyse and store large volumes of data, including streaming data.

 

In recent years we have made significant investments in sales and marketing across the business, which has assisted our growth rates and is reflected in the depth of our pipeline. Since we announced our acquisition of Kx, we have invested further to enable us to sell our software products to additional vertical markets and this is beginning to generate a number of interesting opportunities. I would caution that many of these opportunities are still at an early stage, but we are encouraged by our engagement with potential customers in respect of our ability to solve significant data challenges.

 

Software

 

Software sales during the period increased by 28.9% to £24.9m (2014: £19.3m).  Our software provides a clear and, we believe, compelling client proposition. While the term Big Data has become associated with a number of software and services vendors analysing unstructured data, typically using Hadoop, our software addresses a related but more challenging problem, namely the rapid analysis of large datasets and/or streaming, structured data, increasingly termed Big Fast Data. We excel in this through the use of kdb+, which has been independently benchmarked as the world's leading time series database. Our software is therefore complementary to the unstructured Big Data companies, with whom we see opportunities to partner and collaborate.

 

Capital Markets Software

 

The technical capabilities of our software have helped us carve out a significant market share within capital markets, with kdb+ being the timeseries database of choice for 9 of the 10 top investment banks in the world as well as widespread usage of our Delta products - a suite of applications built on top of kdb+. Our products are used in areas such as market surveillance, trading, regulatory reporting, transaction cost analysis and algorithmic testing.

 

Our software addresses a market opportunity valued at billions of dollars or more per annum. It is offered as a hosted, multi-tenanted solution so the incremental cost of signing new customers can be minimal.

 

Our software applications share a common technology platform, which means that our software is easier to support, deploy and upgrade. Our approach fosters rapid prototyping and innovation and allows us to convert ideas to products very quickly. From its conception we made a conscious decision to deploy applications in the cloud and on mobile platforms - this decision has been validated by recent technology trends. Through the recent acquisition of ActivateClients we now have strengthened our HTML5 capabilities, and we are confident that we will not only have the fastest back end technology in the market but also slick front end visualisation.

 

Key wins over the past year have included:

 

-      kdb+: Is now used by over 90 organisations and there were nearly 30 new deals signed this year across hedge funds, banks and technology suppliers.

 

-      Market Surveillance: During the period, the Group won two contracts to implement Surveillance at IEX, a high-growth equity trading venue based in New York and Yieldbroker Pty Limited, an electronic marketplace designed for institutional investors and banking participants trading in Australian and New Zealand debt securities and derivatives. These contracts built on the momentum generated by the go live in November 2013 of the Group's flagship surveillance contract with the Australian Securities and Investment Commission. Our Surveillance product was also voted Market Surveillance Product of the Year at the Futures and Options World Awards in Singapore in September 2014.

 

-      Energy Markets: After the period end, we secured our first customer within energy trading surveillance - a leading European oil and gas company is using our product to monitor trading activity in the futures market as regulators tighten controls within the industry.

 

-      Exchanges: We signed the Shenzhen Stock Exchange earlier in the year as well as deploying an innovative algo trading testing platform at another large Asian Exchange.

 

-      Foreign Exchange: Our Delta Flow platform had a positive year, with performance weighted to the second half, providing good momentum into the current year. We also signed a significant global player, EBS, ICAP's market leading electronic FX business, who are using our software for streaming analytics.

 

-      Operations: During the year our Delta Operations Network has been successfully deployed at six banks in Europe and is offered as a managed service. These tools cover areas such as application monitoring, regulatory reporting, single customer views, reconciliations and testing.

 

Additional vertical markets

 

We have outlined in previous statements that while our software platform's heritage is within capital markets, we believe its competitive advantages in dealing with Big Fast Data are equally applicable to a number of additional vertical markets. In particular, given our nanosecond time stamping and geolocation capabilities, we see the structured data flowing from connected sensors, known as the Internet of Things, presenting an attractive opportunity.

 

During the year we secured significant deals with the Ontario Regulator (IESO), Purdue Pharma in the US and a leading oil and gas company in South America. This has confirmed our belief that we have a software product which is applicable across multiple industries globally. We are in discussions with a number of prospects in areas such as:

 

-      Telecoms: customer profile monitoring/analysis; customer marketing; sensor data monitoring; network optimisation.

 

-      Utilities: smart meter data retrieval and analysis; network monitoring; sensor data storage and analysis.

 

-      Pharma: drug trial data capture, analysis and simulation; gene sequencing and analysis; regulatory reporting.

 

-      Others: automotive plant monitoring; proximity marketing; preventative maintenance in manufacturing, web analytics.

 

We have accelerated our product roadmap and our entry to certain verticals by recent acquisitions; our acquisition of Prelytix, which specialises in predictive analytics generated by analysing real-time advertising data, website traffic and social media; and Affinity, which has developed a Sensor Data Management platform, which is currently applied to smart meter data but which can be adapted to handle data from any connected device. While these market opportunities are still evolving, we are encouraged by the initial interactions with potential customers.

 

Consulting

 

The Group has continued to build on its growing reputation as one of the leading niche capital markets consulting companies in the world. We have ongoing contracts with many of the leading global banks, providing implementation, support and development across a range of asset classes including credit, interest rate, foreign exchange, equity, cash and derivatives markets. The Group has been working in this area for nineteen years and our areas of expertise and delivery capability continue to broaden and deepen as we grow. This means we are able to bid for a wider range of assignments, many of which are larger than those FD has typically undertaken.

 

As a result of this increased activity, consulting recorded another solid period of growth, with revenues increasing by 15.3% to £58.3m (2014: £50.6m) in the year to 28 February 2015. We have continued to grow the number of chargeable consultants since the end of the period reflecting the continuing opportunity we see within our capital markets niche and we continue to enjoy excellent revenue visibility.

 

Our growth is built on a number of differentiators, which include the strength of our internal training programme, which emphasises both capital markets and technology skills and capabilities; the ability to operate a hybrid on-site and near shore support model for our clients; and a flexible pricing model allied with a global footprint. These differentiators have ensured that, at a time when many customers are rationalising their supplier lists, FD is growing its client base, as evidenced by an increase in the number of Master Service Agreements (MSAs) under which we operate with larger clients. In the past year, we have added six new MSAs taking the total to 80, and we have a number of potential new MSAs under discussion.

 

Our underlying philosophy remains unchanged. We provide people who understand the Capital Markets and who understand technology, differentiating ourselves from our competitors. To meet our clients' demands, we have developed and refined a number of consulting offerings, which are designed to allow us to bid for larger projects, to lock-in recurring revenue and to cross sell products. These include a hybrid Nearshore offering, which combines deploying a team of consultants in situ at the client, supported by a team with similar expertise at a lower cost in our headquarters in Newry.  This approach addresses many of the concerns expressed around Nearshoring, such as cultural fit, time zone issues and consistency of service standards.

 

Our Multi-Vendor application support provides a single team to support a range of third party applications such as Calypso, Murex and Summit as well as legacy in-house systems. This multi-disciplined team is also responsible for upgrades, testing, customisation and development of interfaces at the client. 

 

Management and Personnel

 

The Group now employs over 1,200 people, up from over 900 people at the same time last year. Our increased brand recognition and the opportunity to work on cutting edge technologies in locations around the world continue to help us secure new talent and achieve high retention rates. Once again I would like to pay tribute to all FD employees for their hard work, talent, flexibility and dedication.

 

Summary

 

We have had a great start to the year and our pipeline is very strong. We have invested heavily in our sales function and in buying new businesses to accelerate our product roadmap and to address new vertical markets. We believe that the growing strength of our brand, the quality of our consultants and the superiority of our products leaves us ideally placed to continue our historical growth trajectory in Capital Markets. Whilst challenges remain our initial entry into other verticals has been very encouraging and we believe that the solid foundation we have laid and the huge addressable size of these markets gives us a significant opportunity to deliver further growth for shareholders.  

 

Brian Conlon                                                                                                                                                      1 June 2015

Chief Executive Officer

 

Financial Review

 

The Group performed well in the year with sales increasing by £13.3 million (19.0%).  Growth arose from further penetration in the two key business areas with consultancy sales increasing by £7.7 million (15.3%) and software sales by £5.6 million (28.9%).  The profit before tax for the year of £17.5 million (2014: £7.9 million) represented growth of 119.9%.

 

Revenue from continuing operations increased by 19.0% over the prior year. Consulting revenues increased by 15.3% (2014: 22.0%) and software revenues increased by 28.9% (2014: 28.8%).  Software revenue represented 29.9% of Group revenue for the year (2014: 27.6%) and on a pro forma basis, assuming Kx Systems had been consolidated for the entire year, software revenue would have been 34.9% of Group revenue.

 

The Group increased its stake in Kx Systems to 65.2% at the end of October 2014. Since then its performance has been in line with management expectations and consolidated into the Group results. Kx Systems will continue to be fully consolidated going forward.  The Company also issued a put for the remaining non-controlling interest (NCI) of 34.8% under which the holders can require the Company to purchase the remaining interest at a fixed price for a period of seven years for cash.  Changes in the fair value of the NCI put is accounted for directly in equity. At year end, a long term liability of £27.1m was recognised for the put option. The increased investment within Kx Systems has resulted in a gain of £9.6m in the Income Statement relating to the revaluation of the Group's existing interest. This has been treated as an exceptional gain for adjusted EBITDA purposes along with the associated costs of the transaction.

 

To finance this increased investment the Group renewed and increased its debt facility. As a result, finance expense increased to £0.7m (2014: £0.6m) as a result of increased borrowings in the second half of the year.

 

The Group's reported effective tax rate was 8.9% (2014: 19.5%). The effective rate has reduced as there is no deferred tax recognised on the gain arising on the deemed disposal of associate.  Excluding the deemed disposal results in an effective tax rate of 19.8% which is in line with prior periods.

 

The adjusted profit before and after tax is detailed below and excludes the amortisation of acquired intangibles, share based payments, gain on disposal of property, finance translation income/charges, net gain on disposal of investment in associate, acquisition costs along with associated taxation impact of these adjustments.

 

 

 

 

 

2015

£'000

2014

£'000

Reported profit for the year

15,915

6,401

 

Adjustments for:

 

 

Amortisation of acquired intangibles

2,205

1,579

Share based payment and related costs

1,495

932

Gain on disposal of property

(1,669)

(988)

Acquisition related costs

984

-

(Gain)/loss on foreign currency translation

(138)

19

Effects of investment in associate

(9,582)

(268)

Tax effect of the above

(465)

(304)

 

 

 

Adjusted profit after tax

8,745

7,371

EPS (fully diluted)

38.8p

34.2p

 

Adjusted profit before tax rose by 18.2%, again reflecting profitable growth with adjusted earnings per share increasing by 13.4%. Fully diluted earnings per share growth was slightly lower due to the increase in the weighted average number of shares in issue to 22.6m (2014: 21.6m). The increase in shares was as a result of share options exercised, shares issued to increase our investment in Kx and a placing to institutional shareholders in February 2015.

 

The Group generated £11.2m of cash from operating activities (2014: £8.1m), representing 131.6% of result from operating activities (2014: 97.6%). At the year end, net debt was £15.7m. During the year the Group disposed of 7 properties which had been utilised in the business. This generated a gain on disposal of £1.7m (2014: £1.0m) and proceeds of £5.0m (2014: £7.1m). This disposal programme is now complete. Net assets at 28 February 2015 were £98.3m compared to £52.1m at 28 February 2014.

 

Consolidated statement of comprehensive income

Year ended 28 February 2015

 



 

2015

 

2014

 

Note

£'000

 

£'000

 

 

 

 

 

Revenue

2

83,216

 

69,902

Cost of sales

 

(59,497)

 

(50,674)

Gross profit

 

23,719

 

19,228

 

 

 

 

 

Other operating income

 

1,045

 

1,950

Administrative expenses

 

(16,288)

 

(12,890)

Results from operating activities

 

8,476

 

8,288

 

 

 

 

 

Acquisition and associate disposal costs

 

984

 

-

Share-based payment and related costs

 

1,495

 

932

Gain on disposal of property, plant and equipment

 

(1,669)

 

(988)

Depreciation and amortisation

 

3,959

 

2,636

Amortisation of acquired intangible assets (IFRS3)

 

2,205

 

1,579

Adjusted EBITDA

 

15,450

 

12,447

 

 

 

 

 

Finance income

 

3

 

4

Finance expense 

 

(723)

 

(594)

Gain/(loss) on foreign currency translation 

 

138

 

(19)

Net financing expense

 

(582)

 

(609)

 

 

 

 

 

Share of profit of associate using the equity method, net of tax 

 

57

 

268

Loss on dilution in associate using the equity method

 

(60)

 

-

Gain on disposal of investment in associate and settlement of pre-existing relationships

 

9,585

 

-

Profit before income tax

 

17,476

 

7,947

 

 

 

 

 

Tax expense 

 

(1,561)

 

(1,546)

 

 

 

 

 

Profit for the year

 

15,915

 

6,401

 

 

Consolidated statement of comprehensive income (continued)

Year ended 28 February 2015

 



 

2015

 

2014

 

Note

£'000

 

£'000

 

 

 

 

 

Profit for the year

 

15,915

 

6,401

 

Other comprehensive income

 

 

 

 

Net exchange gain/(loss) on net investment in foreign subsidiaries and associate

 

2,334

 

(3,794)

Net loss on hedge of net investment in foreign subsidiaries and associate

 

(1,099)

 

(227)

Reclassification of loss on net investment in associate

 

(59)

 

-

Reclassification of gain on hedge investment in associate

 

174

 

-

Reclassification of associate revaluation reserve

 

(167)

 

-

Other comprehensive income for the period, net of tax

 

1,183

 

(4,021)

 

 

 

 

 

Total comprehensive income for the period attributable to owners of the parent

 

 

 

17,098

 

 

2,380

 

 

 

 

 

Earnings per share

 

Pence

 

Pence

Basic

4

77.2

  

34.4

Diluted

4

70.6

 

29.7

 

All profits are attributable to the owners of the Company and related to continuing activities.

 

 

Consolidated balance sheet

Year ended 28 February 2015

 

 

 

2015

 

2014

 

Note

£'000

 

£'000

Assets

 

 

 

 

Property, plant and equipment

5

5,948

 

5,358

Intangible assets and goodwill

6

134,293

 

38,025

Investment in associate

 

-

 

5,233

Trade and other receivables

 

2,634

 

2,554

Deferred tax asset

 

6,450

 

5,855

Non current assets

 

149,325

 

57,025

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

29,952

 

20,571

Cash and cash equivalents

 

14,705

 

4,393

Assets held for sale

 

-

 

3,146

Current assets

 

44,657

 

28,110

 

 

 

 

 

Total assets

 

193,982

 

85,135

 

 

 

 

 

Equity

 

 

 

 

Share capital

 

114

 

98

Share premium

 

55,286

 

22,251

Share option reserve

 

6,262

 

6,627

Revaluation reserve

 

-

 

167

Currency translation adjustment reserve

 

(1,690)

 

(3,040)

Retained earnings

 

38,352

 

25,959

Equity attributable to shareholders

 

98,324

 

52,062

 

 

 

 

 

Liabilities

 

 

 

 

Loans and borrowings

 

27,025

 

9,706

Deferred tax liabilities

 

29,490

 

2,087

Trade and other payables

 

11,284

 

4,008

Contingent deferred consideration

 

1,132

 

-

Non-current liabilities

 

68,931

 

15,801

 

 

 

 

 

Loans and borrowings

 

3,429

 

5,875

Trade and other payables

 

18,936

 

8,785

Current tax payable

 

490

 

430

Employee benefits

 

3,872

 

2,182

Current liabilities

 

26,727

 

17,272

 

 

 

 

 

Total liabilities

 

95,658

 

33,073

 

 

 

 

 

Total equity and liabilities

 

193,982

 

85,135

 

Consolidated statement of changes in equity

Year ended 28 February 2015

 

 

Share capital
£000

Share premium
£000

Share option reserve
£000

Revaluation reserve
£000

Currency translation adjustment
£000

Retained earnings
£000

Total equity
£000

 

 

 

 

 

 

 

 

Balance at 1 March 2014

98

22,251

6,627

167

(3,040)

25,959

52,062

Total comprehensive income for the year

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

15,915

15,915

Other comprehensive income

 

 

 

 

 

 

 

Net exchange gain on net investment in foreign subsidiaries and associate

-

-

-

-

2,334

-

2,334

Net exchange loss on hedge of net investment in foreign subsidiaries and associate

-

-

-

-

(1,099)

-

(1,099)

Reclassification of loss on net investment in associate

-

-

-

-

(59)

-

(59)

Reclassification of gain on hedge of investment in associate

-

-

-

-

174

-

174

Reclassification of associate revaluation reserve

-

-

-

(167)

 

-

(167)

Total comprehensive income for the year

-

-

-

(167)

1,350

15,915

17,098

Transactions with owners of the Company

 

 

 

 

 

 

 

Income tax relating to share options

-

-

(199)

-

-

-

(199)

Exercise of share options

4

4,243

(867)

-

-

-

3,380

Change in fair value of NCI put

-

-

-

-

-

(1,017)

(1,017)

Issue of shares

5

12,102

-

-

-

-

12,107

Issue of shares as purchase consideration

7

16,690

-

-

-

-

16,697

Share based payment charge

-

-

721

-

-

-

721

Transfer on forfeit of share options

-

-

(20)

-

-

20

-

Dividends

-

-

-

-

-

(2,525)

(2,525)

Balance at 28 February 2015

114

55,286

6,262

-

(1,690)

38,352

98,324

Consolidated statement of changes in equity

Year ended 28 February 2014

 

 

Share capital
£000

Share premium
£000

Share option reserve
£000

Revaluation reserve
£000

Currency translation adjustment
£000

Retained earnings
£000

Total equity
£000

 

 

 

 

 

 

 

 

Balance at 1 March 2013

87

12,895

3,341

167

981

21,903

39,374

Total comprehensive income for the year

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

6,401

6,401

Other comprehensive income

 

 

 

 

 

 

 

Net exchange loss on net investment in foreign subsidiaries and associate

-

-

-

-

(3,794)

-

(3,794)

Net exchange loss on hedge of net investment in foreign subsidiaries and associate

-

-

-

-

(227)

-

(227)

Total comprehensive income for the year

-

-

-

-

(4,021)

6,401

2,380

Transactions with owners of the Company

 

 

 

 

 

 

 

Income tax relating to share options

-

-

3,350

-

-

-

3,350

Exercise of share options

6

3,695

(752)

-

-

-

2,949

Buy-back and cancellation of share options

-

-

-

-

-

(314)

(314)

Issue of shares

4

4,562

-

-

-

-

4,566

Issue of shares for settlement of deferred consideration

1

1,099

-

-

-

-

1,100

Share based payment charge

-

-

757

-

-

-

757

Transfer on forfeit of share options

-

-

(69)

-

-

69

-

Dividends

-

-

-

-

-

(2,100)

(2,100)

Balance at 28 February 2014

98

22,251

6,627

167

(3,040)

25,959

52,062

 

Consolidated cash flow statement

Year ended 28 February 2015

 

2015

 

2014

 

£'000

 

£'000

Cashflows from operating activities

 

 

 

Profit for the year

15,915

 

6,401

Adjustments for:

 

 

 

Net finance costs

582

 

609

Share of profit of associate

(57)

 

(268)

Share of loss on dilution in associate

60

 

-

Depreciation of property, plant and equipment

1,193

 

738

Amortisation of intangible assets

4,971

 

3,477

Gain on sale of property, plant & equipment

(1,669)

 

(988)

Gain on sale of investment in associate

(9,585)

 

 

Equity settled share-based payment transactions

721

 

667

Grant income

(1,045)

 

(1,931)

Tax expense

1,561

 

1,546

 

12,647

 

10,251

Changes in:

 

 

 

Trade and other receivables

(5,538)

 

(453)

Trade and other payables

4,430

 

(793)

Cash generated from operating activities

11,539

 

9,005

 

 

 

 

Taxes paid

(382)

 

(915)

Net cash from operating activities

11,157

 

8,090

 

 

 

 

Cash flows from investing activities

 

 

 

Interest received

3

 

4

Dividend received from associate

896

 

773

Disposal of property, plant and equipment

5,035

 

7,065

Acquisition of subsidiaries, net of cash acquired

(23,302)

 

(148)

Acquisition of property, plant and equipment

(2,228)

 

(2,907)

Acquisition of intangible assets

(7,145)

 

(6,105)

Payment of deferred consideration

-

 

(125)

Net cash used in investing activities

(26,741)

 

(1,443)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issue of share capital

15,487

 

7,515

Payment to buy-back share options

-

 

(314)

Proceeds from new borrowings

29,152

 

1,000

Repayment of borrowings

(11,747)

 

(9,829)

Payment of finance lease liabilities

(1,038)

 

(254)

Interest paid

(722)

 

(676)

Dividends paid

(2,525)

 

(2,204)

Net cash used in financing activities

28,607

 

(4,762)

 

 

 

 

Net increase in cash and cash equivalents

13,023

 

1,885

Cash and cash equivalents at 1 March

1,544

 

(322)

Effects of exchange rate changes on cash held

138

 

(19)

Cash and cash equivalents at 28 February

14,705

 

1,544

 

 

Notes

 

 

1       Basis of preparation

 

2        Operating segments

 

Business segments

The group has disclosed below certain information on its revenue by geographical location.  Details regarding total can be found in the statement of comprehensive income.

 

The group's two revenue streams are separated as follows:

 

·    Consulting activities which includes services to capital markets; and

·    Software activities which includes the sale of intellectual property and related services.

 

 

Revenue by division

 

 

2015 

2014 

 

£'000

£'000

 

 

 

Consulting

58,320

50,593

Software

24,896

19,309

 

______

______

 

 

 

Total

83,216

69,902

 

______

______

 

 

 

Geographical location analysis

 

Revenues

Non-current assets

 

2015 

2014 

2015 

2014 

 

£'000

£'000

£'000

£'000

 

 

 

 

 

UK

35,182

26,857

20,983

17,915

Rest of Europe

13,231

9,607

10,160

11,274

America

28,531

26,230

110,091

20,225

Australasia

6,272

7,208

1,641

1,756

 

______

______

______

______

 

 

 

 

 

Total

83,216

69,902

142,875

51,170

 

______

______

______

______

 

3              Dividends

 

2015 

2014 

 

£'000

£'000

 

 

 

Final dividend relating to the prior year

1,813

1,499

Interim dividend paid

712

601

 

2,525

2,100

 

The dividends recorded in each financial year represent the final dividend of the preceding financial year and the interim dividend of the current financial year.

 

The final dividend relating to the prior year amounted to 9.0 (previous year: 8.4) pence per share and the interim dividend paid during the year amounted to 3.3 (previous year: 3.2) pence per share.  The cumulative dividend paid during the year amounted to 12.30 (previous year: 11.60) pence per share.

 

After the respective reporting dates, the following dividends were proposed by the Directors.  The dividends have not been provided for and there are no income tax consequences.

 

 

2015 

2014 

 

£'000

£'000

 

 

 

         10.20 pence per ordinary share (2013: 9.00 pence)

2,323

1,813

 

 

 

4       (a)     Earnings per ordinary share

 

Basic

The calculation of basic earnings per share at 28 February 2015 was based on the profit attributable to ordinary shareholders of £15,915k (2014: £6,401k), and a weighted average number of ordinary shares ranking for dividend of 20,605k (2014: 18,623k).

 

 

2015 

2014 

 

Pence per share

Pence per

Share

 

 

 

Basic earnings per share

77.2

34.4

 

Weighted average number of ordinary shares

 

2015

2014

 

Number '000

Number '000

 

 

 

Issued ordinary shares at 1 March

19,542

17,484

Effect of share options exercised

604

421

Effect of shares issued as purchase consideration

414

-

Effect of shares issued to settle deferred consideration

-

152

Effect of shares issued for cash

45

566

Weighted average number of ordinary shares at 28 February

20,605

18,623

 

 

 

Diluted

The calculation of diluted earnings per share at 28 February 2015 was based on the profit attributable to ordinary shareholders of £15,915k  (2014: £6,401k) and a weighted average number of ordinary shares after adjustment for the effects of all dilutive potential ordinary shares of 22,554k (2014: 21,564k).

 

 

2015 

2014

 

Pence

per share

Pence

per share

 

 

 

Diluted earnings per share

70.6

29.7

 

Weighted average number of ordinary shares (diluted)

 

2015

2014

 

Number

'000

Number

'000

 

 

 

Weighted average number of ordinary shares (basic)

20,605

18,623

Effect of dilutive share options in issue

1,949

2,941

Weighted average number of ordinary shares (diluted) at 28 February

22,554

21,564

 

At 28 February 2015 nil options (2014: 552k) were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

 

The average market value of the Group's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding.
 

4       (b) Earnings before tax per ordinary share

 

Earnings before tax per share are based on profit before taxation of £17,476k (2014: £7,947k).  The number of shares used in this calculation is consistent with note 4(a) above.

 

 

2015 

2014

 

Pence per share

Pence per share

 

 

 

Basic earnings before tax per ordinary share

84.8

42.7

Diluted earnings before tax per ordinary share

77.5

36.9

 

Reconciliation from earnings per ordinary share to earnings before tax per ordinary share.

 

 

2015

2014 

 

Pence per share

Pence per share

 

 

 

Basic earnings per share

77.2

34.4

Impact of taxation charge

7.6

8.3

Adjusted basic earnings before tax per share

84.8

42.7

 

 

 

Diluted earnings per share

70.6

29.7

Impact of taxation charge

6.9

7.2

Adjusted diluted earnings before tax per share

77.5

36.9

 

Earnings before tax per share has been presented to facilitate pre-tax comparison returns on comparable investments.

 

         

(c)    Normalised earnings after tax per ordinary share

 

Normalised earnings after tax per share are based on profit after taxation of £8,745k (2014: £7,371k).  The adjusted profit after tax has been calculated by adjusting for the amortisation of acquired intangibles after tax effect £1,764k (2014: £1,247k), share based payment and related charges after tax effect £1,196k (2014: £736k), profit on disposal of property, plant and equipment after tax effect £1,316k (2014: £760k), acquisition and associate disposal costs after tax effect £787k (2014: £Nil), gain on foreign currency translation after tax effect £109k (2014: loss of £15k) and for the gain on disposal of investment £9,492k (2014: £268k). The number of shares used in this calculation is consistent with note 4(a&b) above.

 

 

2015 

2014

 

Pence per share

Pence per share

 

 

 

Basic earnings after tax per ordinary share

42.4

39.6

Diluted earnings after tax per ordinary share                                

38.8

34.2

 

5        Property, plant and equipment

 

 

Land and

buildings

£'000

Plant and

equipment

£'000

Office furniture

£'000

Total

 

£'000

Cost

 

 

 

 

At 1 March 2014

2,792

4,687

235

7,714

Additions

32

1,960

236

2,228

Acquisition through business combinations

-

25

-

25

Disposals

(241)

-

-

(241)

Exchange adjustments

(3)

(350)

(4)

(357)

At 28 February 2015

2,580

6,322

467

9,369

 

Depreciation

 

 

 

 

At 1 March 2014

460

1,744

152

2,356

Charge for the year

221

936

36

1,193

Disposals

(20)

-

-

(20)

Exchange adjustments

(5)

(97)

(6)

(108)

At 28 February 2015

656

2,583

182

3,421

Net book value

At 28 February 2015

1,924

3,739

285

5,948

 

 

 

Land and

buildings

£'000

Plant and

equipment

£'000

Office furniture

£'000

Total

 

£'000

Cost

 

 

 

 

At 1 March 2013

8,494

2,696

165

11,355

Additions

598

2,237

72

2,907

Disposals

(3,811)

-

-

(3,811)

Reclassification to assets held for sale

(2,419)

-

-

(2,419)

Exchange adjustments

(70)

(246)

(2)

(318)

At 28 February 2014

2,792

4,687

235

7,714

 

Depreciation

 

 

 

 

At 1 March 2013

762

1,388

111

2,261

Charge for the year

233

462

43

738

Disposals

(259)

-

-

(259)

Reclassification to assets held for sale

(265)

-

-

(265)

Exchange adjustments

(11)

(106)

(2)

(119)

At 28 February 2014

460

1,744

152

2,356

Net book value

At 28 February 2014

2,332

2,943

83

5,358

 

 

 

 

6        Intangible assets and goodwill

 

 

Goodwill

 

 

£'000

Customer lists

 

£'000

Acquired

Software

 

£'000

Brand name

 

 

£'000

Internally developed software £'000

Total

 

 

£'000

Cost

 

 

 

 

 

 

Balance at 1 March 2014

13,526

3,547

9,011

361

22,394

48,839

Development costs

-

-

-

-

6,594

6,594

Acquisitions

73,736

5,659

12,332

194

-

91,921

Additions

-

-

551

-

-

551

Disposals

-

-

(785)

-

-

(785)

Exchange adjustments

3,161

319

73

5

(809)

2,749

At 28 February 2015

90,423

9,525

21,182

560

28,179

149,869

Amortisation and impairment losses

 

 

 

 

 

 

Balance at 1 March 2014

-

1,653

4,430

186

4,545

10,814

Amortisation for the year

-

644

1,509

52

2,766

4,971

Exchange adjustment

-

124

(136)

1

(198)

(209)

At 28 February 2015

-

2,421

5,803

239

7,113

15,576

Carrying amounts

At 28 February 2015

 

90,423

 

7,104

 

15,379

 

321

 

21,066

 

134,293

 

 

 

 

 

 

 

 

 

Goodwill

 

 

£'000

Customer lists

 

£'000

Acquired

Software

 

£'000

Brand name

 

 

£'000

Internally developed software £'000

Total

 

 

£'000

Cost

 

 

 

 

 

 

Balance at 1 March 2013

14,943

3,810

9,514

387

16,761

45,415

Development costs

-

-

-

-

5,987

5,987

Additions

-

-

208

-

-

208

Adjustment to deferred consideration

 

14

 

-

 

-

 

-

 

-

 

14

Exchange adjustments

(1,431)

(263)

(711)

(26)

(354)

(2,785)

At 28 February 2014

13,526

3,547

9,011

361

22,394

48,839

Amortisation and impairment losses

 

 

 

 

 

 

Balance at 1 March 2013

-

1,356

3,653

156

2,705

7,870

Amortisation for the year

-

450

1,084

45

1,898

3,477

Exchange adjustment

-

(153)

(307)

(15)

(58)

(533)

At 28 February 2014

-

1,653

4,430

186

4,545

10,814

Carrying amounts

At 28 February 2014

 

13,526

 

1,894

 

4,581

 

175

 

17,849

 

38,025

 

 

 

 

 

 

 

 

 

7        Report and accounts

 

Copies of the Annual Report will be available as of 9 June 2015 on the Group's website, www.firstderivatives.com and from the Group's headquarters at 3 Canal Quay, Newry, BT35 6BP.


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