Audited 9 Months Results

Auxinet PLC 30 June 2000 auxinet plc Chairman's Statement For those investors in the formerly named Corporate Executive Search International plc, 1999 saw the departure of the then Chief Executive in August and the former Chairman in November. Jane Reedy became Managing Director of the recruitment activity in August and I became Chairman in November. These changes led the reshaped Board to focus on utilising the intellectual capital existing within the Group to explore opportunities within and outside our core technology recruitment business. These explorations led to the announcement in 1999 of the intention to acquire DataCash Limited, the creation of our on-line recruitment business, boldly-go.com, and an alternative recruitment offering, rocketscience. The results reported here, that do not include the DataCash business or revenues from the two new recruitment businesses, show a rather disappointing end to 1999 in recruitment activity. This was however not unexpected as the predicted downturn in hiring leading up to the new millennium affected performance and costs were impacted by the development of boldly-go.com and rocketscience. Turnover for the shortened 9 month period was £1.6 million with an operating loss before exceptional items of £61,000. The results for the period have also been impacted, subsequent to the year-end, by the provision for NIC on the potential exercise of share options, an increasing problem being experienced by technology, and in particular internet, companies. The exceptional items of £163,000 include a provision for NIC of £133,000. Whether this NIC charge will eventually be incurred is far from certain as the Government is still to respond to criticisms on this issue. However in light of recent accounting directives it has been necessary to make such a provision. As a result the pre-tax loss for the period has increased to £231,000. It is encouraging to report that the poor sales performance of CorpExec in the final quarter of 1999 has been followed by a strong increase in activity in 2000 as our new consultants have established themselves. CorpExec has won some exciting search mandates from our blue chip Telco and IT clients as well as from the numerous rapidly developing internet companies. Following an awareness campaign designed to establish relationships with the US venture capital community, CorpExec has been selected as a search partner by a number of dotcom companies reaching across to Europe from the US. It is hoped that the further development of these relationships will impact the CorpExec business significantly. boldly-go.com, launched in March, has had a very encouraging start, having already been successful in securing business in its target start-up and pre-IPO market. Further comments on the resurgence of the recruitment activities are contained in the Operating Review in the Annual Report and Accounts. The major change in the structure of the Group came through the acquisition of DataCash, a leading Payments Solutions Provider (PSP) in the UK. The timing of this acquisition, and the attendant fund-raising of £6.5 million, net of expenses, to finance the expansion and development of the business was excellent, both in terms of the accelerating demand for the products and services that DataCash provides, and for raising finance from institutional investors. DataCash provides authentication, fraud screening and payment settlement services for debit and credit card transactions over internet protocol (IP). IP is increasingly being used as the 'messaging system of choice' not only over the internet, but also by call-centres new technologies like WAP telephony and WebTV, and even in the high street. DataCash supports transaction activity from all these sources. DataCash has grown its merchant base almost 30% in the first quarter of 2000 and in the same period transaction levels have grown even faster, growing at 35% compound per month. The integration of DataCash within the newly named holding company, auxinet plc, has provided the resources and structure to support this rapid growth. Utilising the recruitment skills of CorpExec, DataCash has grown from 8 employees in October 1999 to almost 40 employees today, including a technical development team of 22 based in Edinburgh. As a result of these aggressive hiring plans we have been able to develop the core payment gateway software further so that it can currently process up to 128 transactions simultaneously. Further development in hand will expand this capability and enhance the software to include other payment and value added functionality. DataCash is integrated into a number of reseller packages, whereby DataCash is the default payments solution for their own brand offering. This is expected to generate further significant growth, and is a model that we are confident can be used as we push into other territories. We already have clients in mainland Europe and are exploring a number of other opportunities. (Although not strictly required, as the business came into the Group after the period under review in these accounts, a more detailed description of the DataCash activities, and its development since joining the Group, is also contained in the Operating Review in the Annual Report and Accounts. It is anticipated that DataCash will show very rapid growth as e-commerce activity becomes increasingly integral to purchasing decisions, both in the consumer and the business markets. The common requirement of all e-commerce activity is a means by which to exchange payment between the buyers and the sellers and DataCash is, in a sense, part of the stick that is at the centre of the rocket of e-commerce. The Board is confident that the higher and further that rocket soars, the greater will be the rewards for DataCash. The auxinet Group as a whole is developing into, what is increasingly known in the US as an EcoNet. An EcoNet can be likened to a wheel and hub, with auxinet acting as the centre bringing benefits and opportunities to the companies that it supports on the wheel. By encouraging our client companies, be they interested in e-commerce and/or executive search, to work in partnership both with us and with other client organisations, we believe that there can be significant mutual benefit to the entire community. As part of this programme we have, through auxinet Investments Limited, taken our first minority stake in a synergistic business. We believe that by developing this portfolio further, along with the boldly-go.com revenue model that selectively takes equity stakes in lieu of fees, we will add significant value to our shareholders in the future. The Company's cash balance remains strong. Cash burn has been as expected as the Company invested heavily during the early part of 2000. At the end of May the Company had cash resources of £6.2 million. This has been a year of great change for our employees, many of whom have only recently joined us. We will only be successful as a company as a result of their commitment, and I would like to take this opportunity to thank them for their efforts. The Board views the future with great confidence, and with great excitement, given the challenges and choices that we face. We look forward to reporting on developments as the year progresses. David Bailey Chairman Consolidated Profit and Loss Account For the period ended 31 December 1999 9 months ended 12 months ended 31 December 1999 31 March 1999 £'000 £'000 Turnover 1,615 2,725 Administrative expenses - Exceptional items Provision for national insurance on share option gains (133) - Severance payments (note 2) (92) (151) Share scheme credit (note 2) 62 - - Other (1,676) (2,600) Total administrative expenses (1,839) (2,751) Operating (loss)/profit before exceptional items (61) 125 Exceptional items (163) (151) Operating loss (224) (26) Net interest payable and (7) (19) similar charges Loss on ordinary activities (231) (45) before taxation Tax on loss on ordinary activities - 4 Loss on ordinary activities (231) (41) after taxation Dividends - - Retained loss for the period (231) (41) Basic earnings per share (0.15)p (0.03)p Basic earnings per share (0.07)p 0.05 p before exceptional items All amounts relate to continuing activities. There are no recognised gains or losses other than those shown in the profit and loss account. There are no differences between historical cost profits and losses and those shown above. Consolidated Balance Sheet As at 31 December 1999 9 months ended 12 months ended 31 December 1999 31 March 1999 £'000 £'000 Fixed assets Tangible assets 157 251 Current assets Debtors 727 712 Cash at bank and in hand 521 531 1,248 1,243 Creditors Amounts falling due within one year (615) (557) Net current assets 633 686 Total assets less current liabilities 790 937 Creditors Amounts falling due after more than one year (95) (147) Provisions for liabilities and charges (133) - Net assets 562 790 Capital and reserves Called up share capital 159 156 Share premium account 748 686 Share scheme reserve 21 100 Merger reserve (124) (124) Profit and loss account (242) (28) Equity shareholders funds 562 790 Consolidated cash flow statement For the period ended 31 December 1999 9 months ended 12 months ended 31 December 1999 31 March 1999 £'000 £'000 Net cash (outflow)/inflow from operating activities (15) 542 Returns on investments and servicing of finance Interest received 14 12 Overdraft interest and similar charges (4) - Interest element of finance lease rental payments (17) (31) Net cash outflow from returns on investments and servicing of finance (7) (19) Taxation Corporation tax paid (including ACT) - (35) Tax paid - (35) Capital expenditure Purchase of tangible fixed assets (16) (34) Sale of tangible fixed assets 8 34 Net cash outflow from capital expenditure (8) - Net cash (outflow)/inflow before management of liquid resources and financing (30) 488 Management of liquid resources Increase in short term bank deposits (250) - Net cash outflow from management of liquid resources (250) - Financing Capital element of finance lease rental payments (45) (54) Issue of ordinary share capital 3 - Premium on issue of ordinary share capital 62 - Net cash inflow/(outflow) from financing 20 (54) (Decrease)/increase in cash in the period (260) 434 Notes to the Financial Statements For the period ended 31 December 1999 1. The financial information contained in this report does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (as amended). The results for the year ended 31 March 1999 and the period ended 31 December 1999 were reported on by the auditors and received an unqualified report and contained no statement under Section 237(2) or (3) of the Companies Act 1985 (as amended). Full accounts for the year ended 31 March 1999 have been delivered to the Registrar of Companies and for the period ended 31 December 1999 will be filed in due course. 2. The exceptional items in the period ended 31 December 1999 relate to a charge of £92,000 representing notice period payments made to Roger Evans, the Company's Chief Executive and Alan Bates, the Company's Non-Executive Chairman. A credit of £62,000 was released to the profit and loss account on the expiry of share options held by Alan Bates (£54,000) and other former employees (£8,000) The exceptional items in the year ended 31 March 1999 relate to a charge of £137,000 representing notice period payments made to Mark Shields, the Company's Non-Executive Director and former Chief Executive, and Mark Brooke, the Company's Director of International Business Development, in accordance with their executive service contracts. These payments were a contractual liability of the Company. A further charge of £14,000 represents termination payments made to employees of the Company's training and development division that was discontinued during 1999. 3. The earnings figure for basic earnings per share is based on the loss on ordinary activities after tax of £231,000 (March 1999: profit £41,000). The weighted average number of ordinary shares outstanding during the period used in the calculation of Basic Earnings Per Share was 156,210,473 (March 1999: 156,002,000) No figure for diluted earnings per share has been presented because all potential ordinary shares are treated as antidilutive. 9 months ended 12 months ended 31 December 1999 31 March 1999 £'000 £'000 Earnings per Share Before Exceptional Items Loss on ordinary activities after taxation (231) (41) Exceptional items (including tax adjustment) 129 119 (Loss)/profit on ordinary activities before exceptional items (102) 78 Weighted average number of ordinary shares 156,210,473 156,002,000 The directors believe that earnings per share before exceptional items represents a more appropriate measure of the Group's underlying performance, and will allow more meaningful comparisons in the future. 4. Reconciliation of Operating Loss to Operating Cash Flows. 9 months ended 12 months ended 31 December 1999 31 March 1999 £'000 £'000 Operating loss (224) (26) Exceptional charges within operating loss 163 151 Operating (loss)/profit before exceptional charges (61) 125 Depreciation 103 148 Profit on disposal of fixed assets (1) (14) (Increase)/decrease in debtors (15) 660 Increase/(decrease) in creditors 51 (245) Share scheme charge - 19 Outflow relating to exceptional items (92) (151) Net cash (outflow)/inflow from operating activities (15) 542 5. A statement covering the Group's year 2000 compliance programme is included in the Annual Report and Accounts. 6. Following an extraordinary general meeting held on 22 March 2000 the Company acquired 100% of the issued share capital of DataCash Limited, consideration for the acquisition being satisfied by the issue of 158,732,000 consideration shares at 6p per share. On the same date the Company raised approx £6.5 million, net of expenses, by way of a placing of 60,000,000 subscription shares at 12p per share, and Gavin Breeze agreed to sell 16,000,000 of the consideration shares also at 12p per share. On the same date employees holding options under the DataCash share option scheme exchanged such options for an equivalent number of share options under the auxinet share option scheme. On 24 March 2000 Gavin Breeze was appointed to the Board. The Company changed its name from Corporate Executive Search International plc to auxinet plc. 7. Copies of the Annual Report and Accounts for the year ended 31 December 1999 will be mailed to shareholders and will be available free of charge from the Company's head office at 7 Savoy Court, Strand, London, WC2R 0EZ for a period of 14 days from 3 July 2000.

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