Transfer to full listing
NCC Group PLC
08 May 2007
8 May 2007
NCC GROUP
Transfer to full listing and year end trading update
NCC Group plc (AIM: NCC), a leading independent provider of IT assurance,
security and consultancy services, announced today that it intends to transfer
its listing from AIM to the Official List in July 2007. The Group is also
providing a trading update covering the period since publication of its interim
results on 23 January 2007. The Group's year end is 31 May 2007.
NCC Group was admitted to AIM on 14 July 2004 with a market capitalisation of
£55m and a share price of 170p. At the same time the Group raised £38.1m of
funds, part of which was to support its growth strategy. Since then the Group
has made three complementary acquisitions in the UK and US. The share price has
increased by 109% to 356p at the close of the market on 4 May 2007. The Board
now believes that by moving up to the Official List, the Group will have access
to a wider pool of institutional and other investors, which should increase the
liquidity of its shares.
The Group's overall trading performance is expected to be in line with the
Board's expectations during the second half of the year and has continued to
show good organic growth in revenues and profits across each division. Whilst
trading conditions over the Easter period proved to be slightly more difficult
than anticipated, the H1:H2 split of operating profits is likely to be 40:60 as
anticipated at the last update. The integration of Site Confidence, a leading
UK web site monitoring and performance company acquired in January 2007, is also
progressing well.
The Group continues to have high rates of cash generation at over 100% of
operating profits. The Board expects the Group to be cash positive at the end
of the financial year, even after accounting for the cost of the Site Confidence
and US acquisitions.
There are no significant changes to the competitive landscape in which each of
the divisions operate. For Escrow Solutions the challenge remains to raise
customer awareness, whilst the day rate businesses have experienced normal
commercially competitive pressures.
Escrow Solutions
The Escrow Solutions division now includes the Verification Testing business
with all income streams continuing to show steady growth. The combined revenues
now make NCC Group the largest provider of Escrow Solutions worldwide.
Annual Group escrow renewals for the 2006/07 financial year are expected to be
£9.4m, up from £8.1m for the year to 31 May 2006. Currently there are 14,312
beneficiaries (14,020 in January 2007) of the 7,377 UK escrow agreements,
including 923 minimum annual fees. Worldwide, there are now over 17,500
beneficiaries of over 9,200 escrow agreements. The Board's expectations for
contract terminations continue to be below the planning level of 11%.
Verification Testing has seen good growth, with more source code verifications
being carried out than ever before. Revenues are 23% ahead of last year and the
order book is at £1.1m (£0.6m in May 2006).
The US Escrow Solutions business continues to perform in line with expectation
with good growth opportunities being evidenced as NCC Group continues to build
its brand and presence. Losses in Germany have, as expected, been stemmed. The
curtailment process is complete with all costs incurred and recognised. The
business will be operated at break even in 2007/2008 and no more material costs
will be incurred.
Assurance Testing
The Assurance Testing division now compromises the Group's Ethical Security
Testing business, Penetration Testing, along with the Monitoring and Performance
Testing business, including the newly acquired Site Confidence. Ethical
Security Testing revenues are 42% ahead of last year and are expected to exceed
£3.1m for the year. The Ethical Security Testing order book currently stands
at a record £1.3m.
The integration of Site Confidence is progressing well. The business is meeting
the Board's expectations, with revenues in the period from acquisition to the
Group's year end likely to be £1.5m and approximately £5.0m for the Group's
financial year to 31 May 2008. The business is expected to contribute a small
profit for the period from acquisition to the Group's year end.
Approximately 75% of Site Confidence's revenues are annually recurring web
monitoring contracts with a current renewal rate of 90%, ahead of the Board's
expectation of 85%, giving a renewals base for monitoring services of over £3.0m
for the financial year to 31 May 2008.
Already the Board has seen the joining up of sales opportunities within
Assurance Testing and this will continue to be strongly encouraged. NCC Group
is confident of establishing a sales team and a testing team to deliver Ethical
Security Testing from its Southern facility in Dorking, Surrey, with recruitment
well under way.
Overall, the Assurance Testing Division's order book continues to develop and
now stands at £1.9m (£1.6m in May 2006) which is in line with the Board's
expectations.
As highlighted at the time of the acquisition of Site Confidence, the Group has
carried out a thorough review of Site Confidence's accounting policies to bring
them in line with those of the Group. The fair value review carried out in
accordance with IFRS, has initially shown that Site Confidence has intangible
assets of £1.5m which will be amortised over a five year period. This gives
rise to a total charge of £0.3m for the period of the earn out or £0.1m to the
year ended 31 May 2007, subject to audit.
The Group will also report a notional interest charge of £0.1m on the contingent
cash consideration which the Board believes is likely to be payable as part of
the earn out consideration for Site Confidence. The amount of the consideration
under earn out is £4.8m, £1.0m of which is payable in July 2007 and £3.8m in
July 2008 and gives rise to a total notional interest charge of £0.3m.
Consultancy
The Consultancy division has performed as expected in the second half and
continues to be a source of good opportunity to the Group, particularly as the
payment card industry (PCI) data security standards continue to be adopted by
organisations taking payments by credit cards and audited by Qualified Security
Assessors. To help with this, NCC Group has been accredited by the PCI
Standards Council as a Qualified Security Assessor.
The Consultancy order book continues to develop and now stands at £1.8m (£1.4m
in May 2006.) The first four months of the Group's financial year are
traditionally the quietest for this part of the business.
The Group expects to report its preliminary results for the year to 31 May 2007
in the first week of July 2007.
Enquiries:
NCC Group (www.nccgroup.com) 0161 209 5432
Rob Cotton, Chief Executive
Paul Edwards, Group Finance Director
College Hill
Adrian Duffield/Corinna Dorward 020 7457 2020
Dresdner Kleinwort
Charles Batten 020 7475 5799
Note to editors
A software escrow agreement is a contract made between three parties: the
software vendor (the licensor), the software customer (the licensee) and an
independent third party (the escrow agent, such as NCC Group). Under the terms
of the agreement, the licensor agrees to send a copy of the source code to the
escrow agent and the escrow agent agrees to hold the source code securely, and
to release it to the licensee only in the event of certain predefined trigger
events. These include the insolvency of the licensor or its failure to provide
support services as defined in the software license agreement.
Contract - represents an escrow agreement to provide escrow services for an
owner of the software on behalf of licensees who have signed to the agreement.
Beneficiary - represents licensees who have signed to the contract and who
receive the benefits of escrow as set out in the contract.
Minimum annual fee - a charge is levied on the owner of the software under a
multiple agreement where there are fewer than two beneficiaries to the contract.
Once two or more beneficiaries are signed to the agreement the minimum fee is
no longer charged. The fee is charged at the end of the year.
This information is provided by RNS
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