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Mission Testing (MTE)

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Thursday 29 August, 2002

Mission Testing

Prelim Results and Cash Offer

Mission Testing PLC
29 August 2002

For Immediate Release                                   29th August 2002
                         Mission Testing plc
                  ('Mission Testing' or 'the Company')
     Unaudited preliminary results for the year ended 30th June 2002
                  & details of recommended cash offer



• Strong performance across all business operations despite increasingly 
  competitive and budget restrained market place  
• Turnover up 58% to £16.5 million (2001: £10.5 million) 
• Profit before interest, tax, goodwill amortisation and exceptional items up 
  16% to £1.3 million (2001: £1.1 million) 
• Second interim dividend of 1.50 pence per share to be paid  
• Current market pressures on Mission Testing has focused your Board on securing 
  Shareholder value 
• As a consequence, your Board, in tandem with the Board of The Capita Group 
  Plc, have agreed a recommended cash offer at 80p for each Mission Testing 
  ordinary share 
• Mission Testing, as part of The Capita Group Plc will be better placed to win 
  substantial new business with clients receiving an expanded service capability 
Tony Wells, Chief Executive                             01293 457125
Mission Testing plc                
Derek Rawlings, Director of Corporate Finance           020 7597 5970
Investec Investment Banking
Shane Dolan, Biddicks                                   020 7448 1000          

                           CHAIRMAN'S STATEMENT

I am delighted to be able to report that Mission Testing has continued to grow
with revenues up over 57% to £16.5 million (2001: £10.5 million) and profit
before interest, tax, goodwill amortisation and exceptional items up
approximately 16% to £1.3 million (2001: £1.1 million).
The revenue increase came from all of Mission Testing's service offerings and
shows the positive effects from our continuing investment in the company and our
maintained focus on the provision of the highest quality service. Gross profit
levels also grew, from 25.8% in 2000/1 to 26.8% in 2001/2 giving support to our
contention that we are leaders in our field. This result is particularly welcome
since the market in which we operate is one in which significant reductions in
spend on IT and on software developments have become commonplace and where many
high technology businesses are failing not only to achieve growth but also
failing to maintain sustainable levels of sales.
In my Chairman's Statement last year I referred to the improving balance between
the test management and support sectors of the Group. This has continued and the
acquisition of Specialist Testing Solutions Limited ('STS') was, indeed, an
accelerator to that improvement. As regards additional acquisitions since August
2001, we have continued to evaluate the market and have found no company that
met all our criteria for adding value to our business.
Consistent with our ongoing policy of adopting a prudent approach on dividends
the Board has agreed that a second interim dividend of 1.5 pence per share shall
be paid to shareholders on the register as of 6 September 2002.
I made mention in my statement prior to the Annual General Meeting in November
of last year that we would continue to review management needs and look to
strengthen the team we have. To that end we appointed a new Finance Director,
Carl Thompson in December 2001 and were delighted to be able to promote Carl to
the position of Chief Operating Officer recently. We have also recently
appointed a new Sales Director, Chris Shaw, to the operating team. These moves
have allowed Tony Wells, the Chief Executive, to concentrate more on strategic
matters. We welcome both Carl and Chris to the team.
Looking forward, however, Mission Testing is beginning to feel the effect of
increasing competition in its market, particularly as broader based IT service
providers are turning their attentions to the specialised testing market as
revenues from their core operations decrease. Your Board believes that, as a
part of a much larger group, Mission Testing will be far better placed to win
substantial new business. I am, therefore, pleased to announce that the Boards
of Mission Testing and The Capita Group Plc ('Capita') have reached agreement on
the terms of a recommended cash offer for the entire issued ordinary share
capital of Mission Testing. The offer values each Mission Testing ordinary share
at 80 pence payable in cash. Furthermore, the declared dividend of 1.5 pence per
share referred to above will also be paid. Further details of the offer are set
out in the Capita announcement made today.
As part of the enlarged Capita group, our staff will be able to benefit from the
wider opportunities offered by Capita and its various incentive schemes and
option schemes and our clients will enjoy expanded service capability.
I wish to offer sincere thanks to my colleagues on the Board, both executive and
non-executive. Their efforts in the last year have been greatly appreciated as
have those of all the staff at Mission Testing. Well done and thank you to all
in the team. I trust all shareholders will appreciate the efforts of the team
and will support the Board in its recommendation of the offer announced today.
Graham Pooley
29 August 2002
Mission Testing plc 
Group Profit and Loss Account      
for the year ended 30 June 2002 

                                                                      Note              2002               2001         
                                                                                 £000        £000     £000       £000 
  Continuing operations                                                                    14,925              10,515 
  - Acquisitions                                                                            1,624                   - 
                                                                                           16,549              10,515 
  Cost of sales                                                                          (12,107)             (7,802) 
  Gross profit                                                                              4,442               2,713 
  Administrative expenses                                                                 (4,415)             (1,919) 
  Operating profit before goodwill amortisation and exceptional items:          1,279                1,104            
  Goodwill amortisation                                                  5    (1,106)                    -            
  Exceptional items                                                             (146)                (310)            
  (included in administrative expenses above)                                                                         
  Operating profit                                                                                                    
  Continuing operations                                                                     (146)                 794 
  - Acquisitions                                                                              173                   - 
                                                                                               27                 794 
  Interest receivable                                                                         314                 258 
  Interest payable                                                                            (9)                (85) 
  Profit on ordinary activities before taxation                                               332                 967 
  Tax on profit on ordinary activities                                                      (460)               (337) 
  (Loss)/profit on ordinary activities after taxation                                       (128)                 630 
  Dividends paid and declared                                            2                  (434)               (305) 
  Retained (loss)/profit for the year                                                       (562)                 325 
  Earnings per share (pence)                                                                                          
  Adjusted basic earnings per share (excluding exceptional costs)        3                   6.36                6.41 
  Basic (loss)/earnings per share                                        3                 (0.75)                4.56 
  Diluted (loss)/earnings per share                                      3                 (0.75)                4.43 
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 

Mission Testing plc 
Group Balance Sheet 
at 30 June 2002 

                                                                           2002                  2001 
                                                                      £000      £000       £000       £000 
            Intangible Fixed Assets                                                                        
            Goodwill                                                           2,875                     - 

            Fixed assets                                                                                   
            Tangible assets                                                      176                   121 
                                                                               3,051                   121 
            Current assets                                                                                 
            Debtors                                                  2,373                2,092            
            Cash at bank and in hand                                 8,733                8,985            
                                                                    11,106               11,077            
            Creditors; amounts falling due within one year         (2,197)              (1,545)                         
            Net current assets                                                 8,909                 9,532 
            Total assets less current liabilities                             11,960                 9,653 
            Capital and reserves                                                                           
            Called up share capital                                            1,747                 1,581 
            Share premium account                                              8,504                 8,493 
            Merger reserve                                                     1,569               (1,123) 
            Other reserve                                                        100                   100 
            Profit and loss account                                               40                   602 
            Equity shareholders' funds                                        11,960                 9,653 

Mission Testing plc 
Group Cash Flow Statement 
for the year ended 30 June 2002 

                                                                            Note   2002     2002     2001    2001
                                                                                   £000     £000     £000    £000
       Net cash inflow from operating activities                               4           1,090               96

       Returns on investments and servicing of finance                                                           
       Interest received                                                            314               258        
       Interest paid                                                                (9)              (85)        

       Net cash flow on returns on investments and servicing of finance                      305              173

       Corporation tax paid                                                                (317)            (129)

       Capital expenditure                                                                                       
       Payments to acquire tangible fixed assets                                            (90)            (112)
       Cash acquired on acquisition of subsidiary                                             34                -
       Acquisition of subsidiary                                                           (870)                -

       Equity dividends paid                                                               (429)             (66)
       Cash outflow before management of liquid resources and financing                    (277)             (38)

       Issue of ordinary shares                                                      25             9,051        
       (Decrease) in debenture loans                                                  -              (75)        

       Net cash inflow from financing                                                         25            8,976
       (Decrease)/increase in cash in the year                                             (252)            8,938
Mission Testing plc 
Notes to the preliminary results  
for the year ended 30 June 2002 

1     Basis of preparation

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 plc for the financial year ended 30 June 2001. 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 2002
will be finalised on the basis of the unaudited 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.  

2     Dividends

                                                                                                  2002    2001  
                                                                                                  £000    £000  
      Equity shares                                                                                              
      Interim dividend paid 2002: 1.00 pence per share (2001: £480 per share)                      172      48    
      Second interim dividend declared 2002: 1.50 pence per share, (2001: 1.50 pence per share)    262     257   
                                                                                                   434     305   
The interim dividend paid for 2001 was 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. 


3     Earnings per share


                                                                                      2002          2001 
              Weighted average number of shares in issue - basic                16,976,620    13,824,792 
              Adjustment in respect of share options                               378,004       407,424 
              Weighted average number of ordinary shares in issue - diluted     17,354,624    14,232,216 

                       2002 Earnings £        Basic EPS     Diluted EPS    2001 Earnings      Basic EPS    Diluted EPS
                                               (pence)         (pence)                £        (pence)        (pence) 
  Profit/(loss) for          (127,979)          (0.75)          (0.75)          630,643           4.56           4.43 
  the financial year                                                                                                  

  Goodwill                   1,105,739            6.51            6.37                -              -              - 
  Operating                    146,239            0.86            0.85                -              -              - 
  Exceptional items                                                                                                   
  Float related                      -               -               -          309,568           2.24           2.18 
  exceptional items                                                                                                   
  Tax credit                  (43,872)          (0.26)          (0.25)         (54,480)         (0.39)         (0.38) 

  Adjusted earnings                                                                                                   
  and EPS                    1,080,127            6.36            6.22          885,731           6.41           6.23 
The adjusted diluted earnings per share are detailed in the above table. In the
Directors' opinion this best reflects the underlying performance of the group
and assists in the comparison with the results of earlier years. In accordance
with FRS 14 the weighted average number of shares in the period has been
adjusted to take account of the affects of all dilutive potential ordinary
For the purposes of the disclosures required by FRS14 'Earnings per share', none
of the potential ordinary shares are regarded as being dilutive as their
conversion would reduce the basic net loss per share. Consequently, the diluted
loss per share is the same as the basic loss per share. 


4     Reconciliation of operating profit to net cash inflow from operating 

                                                                             2002     2001      
                                                                             £000     £000 
                              Operating profit before exceptional costs       173    1,104  
                              Exceptional items                             (146)    (310)  
                                                                               27      794    
                              Depreciation                                    101       35     
                              Amortisation of goodwill                      1,106        -      
                              Decrease / (Increase) in debtors                279    (534)  
                              (Decrease) in creditors                       (423)    (199)  
                              Net cash inflow from operating activities     1,090       96 
5     Acquisition of subsidiary

During the year the company acquired Specialist Testing Solutions Limited for a
total consideration of £3.54 million, comprising cash of £0.70 million and
1,516,188 shares at a price of £1.875 per share. The goodwill after acquisition
of £3.98 million is being amortised over three years resulting in a charge in
the year of £1.11 million. 

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