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REG - FD Technologies PLC - Full Year Results 2023/24

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RNS Number : 1893P  FD Technologies PLC  21 May 2024

21 May 2024

FD Technologies plc

("FD Technologies" or the "Group")

Results for the year ended 29 February 2024

FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) announces its results for
the year ended 29 February 2024.

Business highlights

Strategic progress despite short-term challenges, led by KX advancing its
position in core markets and developing its AI opportunity

KX:

 ·           Delivered constant currency annual recurring revenue (ARR) growth of 12% to
             £73m; recurring revenue increased by 19% and now represents 86% of KX revenue
             (FY23: 81%)
 ·           Performance was impacted by lower pipeline conversion rates and lengthened
             sales cycles, resulting from a combination of having fewer repeatable use
             cases in newer markets and macroeconomic headwinds
 ·           Annual contract value added of £14m, of which more than 80% was derived from
             repeatable use cases in our core markets of financial services and aerospace
             and defence; 19 new logos signed (FY23: 16)
 ·           Launched KDB.AI, our vector database for real-time contextual AI, with initial
             sales during the period and a number of key technical wins with major existing
             and potential customers demonstrating its ability to drive growth
 ·           Launch of kdb Insights offerings with Microsoft, AWS, GCP, Databricks and
             Snowflake providing reduced time to value and cost to operate, as well as
             signing partnerships with leading industry partners including McLaren Applied
             and SRC
 ·           Release of kdb+ 4.1, which has redefined the high-performance analytical
             database landscape, marking a major step forward in our core technology and
             the first major release in four years
 ·           Completed the KX leadership team with senior appointments including a Chief
             Revenue Officer, Chief Marketing Officer and Chief Product & Engineering
             Officer to drive the next growth phase of KX

First Derivative:

 ·           Revenue declined by 8% to £170m due to increased spending caution among
             customers, with measures taken to control costs and improve efficiency,
             enabling adjusted EBITDA margin to be maintained
 ·           Areas of demand for our domain and technology skills mitigating lower spending
             on general technology skills within our customer base and leaving us well
             positioned when demand improves
 ·           Improvement in bookings in Q4 FY24 but market remains cautious.

 

Group structure review

In October 2023 the Board announced a review of the optimal organisational
structure and allocation of capital to best position the Group to drive value
for shareholders. In March 2024 the Board announced that it had unanimously
concluded that the separation of its three businesses was in the best
interests of all shareholders.

 

As a first step, it was also announced in March 2024 that the Group had agreed
an all-share merger of MRP with CONTENTgine, a provider of B2B technology
buyer insights and lead generation. FD Technologies owns 49% of the merged
entity, which is reported as discontinued operations in FY24 and will be
reported as an associate investment in future years. FY23 has been restated to
remove MRP to enable year-on-year comparison in performance.

 

The final step in the process is the separation of KX and First Derivative,
with a measured and thoughtful process under way to ensure that any
transaction reflects the value of First Derivative. Advisers on the process
have been appointed and further updates will be provided as appropriate.

 

Seamus Keating, CEO of FD Technologies, commented: "FY24 presented challenges
within our businesses but we made significant strategic progress and we enter
FY25 with clarity and focus on the exciting opportunities ahead. While KX's
ARR growth was below our expectations for the year, we have addressed the
operational challenges and are well placed to execute on the enormous
addressable market in the industries we are targeting. First Derivative
managed its cost base to ensure that despite the caution in its customer
spending, it maintained margins. In the early months of FY25, the market has
remained subdued but with stable activity levels.

 

Looking to FY25, the conclusion of the structure review provides a clear path
to value creation for shareholders while the operational improvements, focus
on repeatable use cases and growing opportunity in AI provide confidence that
KX will deliver stronger, sustainable growth."

 

Financial summary

 Year ended February                             2024                 2023*                Change
 Revenue                                         £248.9m              £254.6m              (2%)
 Gross profit                                    £105.7m              £105.3m              0%
 Loss before tax from continuing operations      (£7.7m)              £(0.4)m              N/A
 Reported diluted LPS                            (145.2p)             (14.4p)              N/A
 Net debt**                                      (£14.4m)             (£3.7m)              N/A

 Adjusted performance measures
 Adjusted EBITDA***                              £23.1m               £33.3m               (31%)
 Adjusted diluted (LPS)/EPS                      (0.7p)               36.3p                N/A

 *                       FY23 has been restated excluding discontinued operations (MRP)
 **                      Excluding lease obligations
 ***                     Adjusted for share based payments and restructure and non-operational costs

 

Financial highlights

 ·           Group revenue down 2% to £249m (FY23: £255m), with gross profit flat as
             gross margins increased in KX due to increased software revenue, offsetting a
             decline in First Derivative gross margin from lower utilisation
 ·           KX revenue growth of 12% to £79m (FY23: £71m), led by recurring revenue up
             19% to represent 86% of total KX revenue (FY23: 81%) Note that £9m of
             services revenue has been restated from KX to First Derivative in the year,
             with FY23 restated by £9m to enable a like-for-like comparison. Further
             details are provided in the Financial review
 ·           First Derivative revenue of £170m, down 8% (FY23: £184m), driven by
             continued customer caution resulting from lower investment banking revenues
 ·           Adjusted EBITDA down 31% to £23m (FY23: £33m) as a result of accelerated
             investment in KX and lower revenue in First Derivative
 ·           Net debt £14.4m (FY23: £3.7m)

 

Current trading and outlook

KX is expected to achieve annual contract value (ACV) added in the range of
£16m to £18m in FY25, resulting in gross ARR growth of 20-25%. This ACV
added is expected to be delivered from our pipeline of repeatable use cases in
capital markets, aerospace and defence and high-tech manufacturing. The churn
rate is expected to be similar to FY24 at approximately 8-10%, driven by the
renewal rate of solutions sold in prior years, before returning to normal
range of 5-7% from FY26. This provides an ARR growth range for FY25 of 11-15%
at constant currency.

 

KX cash EBITDA for the year is expected to be in line with FY24, with an
expectation that KX will generate positive cash EBITDA for FY27. H1 FY25 has
started positively and supports the Board's expectation of ACV added in the
period in the range of £6m to £8m in H1 and £16m to £18m for the full
year. From FY26 to FY28 we anticipate ARR CAGR in excess of 25%.

 

We expect First Derivative revenue in the range of £160m to £170m, at
maintained EBITDA margins, based on continued caution on consultancy spending
at our capital markets customers.

 

For further information, please contact:

 FD Technologies plc                            +44(0)28 3025 2242

 Seamus Keating, Chief Executive Officer        www.fdtechnologies.com (http://www.firstderivatives.com)

 Ryan Preston, Chief Financial Officer

 Ian Mitchell, Head of Investor Relations

 Investec Bank plc                              +44 (0)20 7597 5970

 (Nominated Adviser and Broker)

 Carlton Nelson

 Virginia Bull

 Goodbody (Euronext Growth Adviser and Broker)  +353 1 667 0420

 Tom Nicholson

 Don Harrington

 Jason Molins

 J.P. Morgan Cazenove (Broker)                  +44 (0)20 3493 8000

 James A. Kelly

 Mose Adigun

 FTI Consulting                                 +44 (0)20 3727 1000

 Matt Dixon

 Dwight Burden

 Victoria Caton

 Kirstie-Anne Woodman

 

About FD Technologies

FD Technologies is a group of data-driven businesses that unlock the value of
insight, hindsight and foresight to drive organisations forward. The Group
comprises KX, which provides software to accelerate AI-driven innovation and
First Derivative, providing consulting services which drive digital
transformation in financial services and capital markets. FD Technologies
operates from 13 locations across Europe, North America and Asia Pacific, and
employs more than 2,400 people worldwide.

 

For further information, please visit www.fdtechnologies.com
(http://www.fdtechnologies.com) and www.kx.com (http://www.kx.com)

 

Results presentation

A presentation for analysts will be held at FTI Consulting at 9.30am today,
following which a recording of the presentation will be available on the
Group's website.

Business Review

FD Technologies comprises KX, software to accelerate AI-driven innovation; and
First Derivative, providing consulting services which drive digital
transformation in financial services and capital markets.

 

KX - the high-performance analytics database engine for AI-driven innovation

KX's mission is to accelerate data and AI-driven innovation with high
performance analytics database solutions, enabling our customers to transform
into AI-first enterprises. KX is trusted by the world's top investment banks
and hedge funds, aerospace and defence, life and health sciences,
semiconductor, telecommunications and advanced manufacturing companies.

Time series and vector data analytics and management are at the heart of our
products, independently benchmarked as the fastest on the market. They help
our customers process data at unmatched speed and scale and empower
line-of-business leaders, developers, data scientists, and data engineers to
build high-performance data-driven applications and turbocharge their
favourite analytics tools in the cloud, on premise or at the edge.

In FY24 KX achieved significant technological milestones including:

 ·           The introduction of KDB.AI, expanding our product suite with a vector
             database that offers unmatched analytical capabilities
 ·           The launch of a kdb Insights Enterprise offering with Microsoft and kdb
             Insights offerings with AWS, Databricks, GCP and Snowflake, each presenting a
             compelling value proposition, greatly reduced time to value and reduced cost
             to operate
 ·           The launch of kdb+ 4.1, providing significant updates in performance,
             security and usability and empowering developers to turbo charge workloads
 ·           Expanded features and capabilities of our language interfaces and tooling
             including Python, SQL and also Visual Studio Code. For example, our native
             Python-first interface, 'PyKX', now has more than 150,000 downloads and is
             central to our sales pipeline and ability to win new logos

Industry forecasts by Gartner highlight significant annual investments across
non-relational databases ($54bn), analytics and business intelligence
platforms ($26bn), and data science and AI platforms ($24bn), with growth
rates ranging from 20 to 25% annually.

 

Commercial progress

During FY24, the KX business added £14m of annual contract value and ARR grew
by 12% (at constant currency). The lower than expected growth in ARR bookings
was primarily as a result of lower than expected pipeline conversation rates,
particularly with respect to new offerings and new channels. Furthermore, in
the current macroeconomic environment customers are scrutinising their IT and
cloud spend with renewed focus on operating costs. This resulted in
lengthening sales cycles for larger purchases.

As a demonstration of strategic progress and return on recent investments,
over 40% of new bookings in FY24 came from industry segments outside of
capital markets; 25% of our new bookings were in Aerospace & Defence and
10% in semi-conductor manufacturing, working with our OEM and systems
integration industry partners. Furthermore, approximately 90% of our new
bookings are from strategic products as opposed to solutions.

During FY24 we made additional investment to underpin our generative AI
product offering and in FY25 we will optimise our cost base to focus our
investment on the areas of highest return.

 

Leadership

During the year we made multiple key hires within the KX executive team,
including a Chief Revenue Officer, Clint Maddox, who has a track record of
sales leadership success in enterprise technology and channel distribution; a
Chief Marketing Officer, Peter Finter, who has experience building marketing
strategies at hyper-growth technology companies; and a Chief Product &
Engineering Officer, Michael Gilfix, who has a track record building scalable
global software product businesses for the enterprise market. We continue to
invest in sales and marketing, strengthening and evolving our go-to-market
team at all levels.

 

Opportunity for KX in the AI era

During FY24 we reinforced the position of kdb+ as the go-to database and query
language for high-performance data analysis and model development. The rise of
AI and the vast Python ecosystem present exciting opportunities that are
seamlessly bridged by PyKX, our Python-first interface, and the collaborative
environments of kdb Insights and Insights Enterprise. Now, KDB.AI further
enriches this landscape, providing powerful tools specifically tailored for
AI-driven applications and data platforms such as the AI Factory concept.

At the heart of the AI Factory, KX delivers a high-performance, scalable, and
efficient analytics engine tailored for processing time-sensitive data. Our
mission is to empower enterprises across various sectors to leverage the
immense power of their data for insightful discovery, operational efficiency,
and effective risk management. Aligning with the expansive market potential
identified by industry experts, KX focuses on driving innovation and value,
sidestepping the granular market size specifics for individual verticals.

 

Go-to-market priorities in FY25

The unique capabilities and differentiation of KX technology continue to be
consistently confirmed by our customers and partners. It is from this base
that we have built our growth plans. The key drivers of sustainable growth in
FY25 and beyond are:

 ·           Disciplined focus on established, repeatable use cases in capital markets
             leveraging standard configurations with options for cloud and on-premise
             infrastructure
 ·           Continued investment in aerospace and defence leveraging our partnerships with
             Cloud Service Providers (CSPs) and specialist systems integrators
 ·           Working with established OEM partners and channels to target customer wins in
             semiconductor and high-tech manufacturing
 ·           Continuing to work with the CSPs on joint market propositions in capital
             markets as well as generative AI and as an OEM component within
             sector-specific solutions
 ·           Accelerating work with customers to validate differentiated use cases within
             generative AI and generate market share

First Derivative - driving digital transformation in financial services and
capital markets

First Derivative is a capital markets focused consultancy that delivers a
combination of deep domain skills and expertise in relevant technologies to
enable its customers to meet their most demanding technology challenges. We
are a trusted partner of leading investment banks, putting business outcomes
at the centre of what we set out to achieve.

 

First Derivative delivered revenue of £170m for the year, down 8% from the
prior year as a result of the challenging conditions in its market. FY24
contained a number of challenges for the global consulting industry as
companies around the world reigned in spending. In particular, the failure of
Silicon Valley Bank in March 2023 started a chain reaction among a number of
US mid-tier banks. These events led most banks to halt spending on new
initiatives and even cut back their spending on existing contracted
engagements. 

 

The timing of the downturn in customer spending coincided with the completion
of two major projects, resulting in a higher than typical bench that required
some rightsizing to return to normal levels.

 

Market conditions did not improve through the year, as recession and the
global political environment impacted customer confidence. Reduced income from
mergers and acquisitions and IPOs resulted in customer budgets, including for
technology, being cut further.

 

Later in FY24, some stability returned to customer spending with a growing
need for change within our customers. Spend on compliance also improved later
in the year given the regulatory change agenda over the next few years. These
factors provide optimism on customer spending when technology budgets improve.

 

Despite the challenging conditions of reduced customer spending there has been
an improvement in bookings in Q4 FY24.

 

While we are confident about the market fit of the services we provide, our
customer relationships and our abilities, we continue to take a conservative
view of near-term demand while positioning ourselves to benefit from a return
to growth as customers release their technology budgets.

 

People

The Group currently employs more than 2,400 people, down 18% from the same
time last year as a result of the merger of MRP with CONTENTgine and cost
optimisation in First Derivative. Our people policies are one of three key
pillars on which our corporate responsibility and sustainability are designed,
enabling us to attract and retain the talent needed to execute our growth
strategy.

 

During FY24, we focused on developing our leadership and continued to pay
particular attention to learning and development. Across our business and
particularly within KX we hired key talent to lead the execution of our
strategy, while identifying and developing our existing leadership talent
through internally developed programmes such as the Aspiring Leadership
Programme. This programme offers a structured and practical path to fast track
high-potential individuals into leadership roles. We also evaluated and
benchmarked every employee across the Group to ensure everyone is paid
competitively and continue to foster a culture of high performance and
feedback.

 

Despite the challenging market conditions in FY24 we adopted a focused
approach to talent acquisition to ensure that we were hiring the right people
for the right roles at the right time. Our focus for FY25 is to continue with
planned recruitment to serve our growth strategy while further developing our
training and development programmes to cultivate our talent.

 

Financial review

Revenue and Margins

The table below shows the breakdown of Group performance between KX and First
Derivative.

 

                            FY24                          FY23*
                            Group    KX      First        Group    KX      First        Group change

                                             Derivative                    Derivative
                            £m       £m      £m           £m       £m      £m

 Revenue                    248.9    79.1    169.7        254.6    71.0    183.6        (2%)
 Cost of sales              (143.2)  (17.2)  (126.0)      (149.3)  (16.9)  (132.3)      (4%)
 Gross profit               105.7    62.0    43.7         105.3    54.1    51.2         0%
 Gross margin               42%      78%     26%          41%      76%     28%

 R&D expenditure            (31.1)   (30.2)  (0.9)        (23.4)   (23.0)  (0.4)        33%
 R&D capitalised            24.8     23.9    0.9          19.4     19.0    0.4          28%
 Net R&D                    (6.3)    (6.2)   (0.1)        (4.0)    (4.0)   (0.0)        58%

 Sales and marketing costs  (40.1)   (31.8)  (8.2)        (41.6)   (26.3)  (15.3)       (4%)

 Adjusted admin expenses    (36.3)   (18.8)  (17.5)       (26.4)   (11.0)  (15.5)       37%

 Adjusted EBITDA            23.1     5.1     18.0         33.3     12.8    20.5         (31%)
 Adjusted EBITDA margin     9%       6%      11%          13%      18%     11%

 

* FY23 has been restated excluding discontinued operations (MRP)

 

The revenue performance was led by 12% growth in KX while First Derivative
declined by 8%, resulting in a 2% decline in Group revenue in the period.
There was no appreciable currency impact on results due to similar average
dollar FX rates this year compared to last year. Gross profit margin increased
to 42% (FY23: 41%), with performance led by KX. During the year we announced
we would accelerate investment in KX product development and go-to-market,
particularly to target opportunities in AI. As a result, KX R&D cost
increased by 31% and sales and marketing cost by 21%, supporting the launch of
KDB.AI and contributing to our go-to-market capability. In addition, we
continue to invest in people and systems to target the high growth markets in
which we operate. These investments, together with the revenue reduction at
First Derivative, resulted in adjusted EBITDA declining by 31% to £23.1m
(FY23: £33.3m).

 

Reclassification of KX service revenue to First Derivative

 

During the period we transferred professional services contracts relating to
post implementation consultancy and development from KX to First Derivative,
where it is better placed to be serviced and grow. The numbers stated above
reflect this change and the prior year results have also been restated to
enable like-for-like comparison. The impact in the period was to move £9.0m
of KX services revenue to First Derivative (FY23: £9.3m), along with £5.6m
cost of sales (FY23: £5.4m) resulting in an impact on gross profit of £3.4m
(FY23: £3.9m). A £0.1m movement in adjusted admin expenses (FY23: £0.1m)
resulted in a net movement in adjusted EBITDA of £3.3m from KX to FD for the
period (FY23: £3.8m).

 

 

KX

                  KX total            Financial services         Industry
                  FY24  FY23  Change  FY24     FY23     Change   FY24  FY23  Change
                  £m    £m            £m       £m                £m    £m
 Revenue          79.1  71.0  12%     62.5     59.7     5%       16.6  11.3  48%
 Recurring        68.4  57.6  19%     56.4     50.2     13%      12.0  7.4   62%
 Perpetual        2.3   1.6   45%     0.1      0.2      (76%)    2.2   1.3   64%
 Total software   70.7  59.1  20%     56.5     50.4     12%      14.2  8.7   62%
 Services         8.5   11.9  (29%)   6.0      9.3      (35%)    2.4   2.5   (4%)

 Gross profit     62.0  54.1  15%
 Adjusted EBITDA  5.1   12.8  (60%)

 

KX delivered 12% revenue growth in the period, driven by 19% growth in
recurring revenue to £68m, balanced by a 29% reduction in services to £8.5m.
The reduction in services reflects the increased ease of adoption of our
software and therefore lower level of implementation services required. Annual
contract value (ACV) added was £13.5m (FY23: £18.7m), with more than 80% of
ACV added coming from repeatable use cases in capital markets and aerospace
and defence. Revenue from perpetual license sales relates primarily to
continuing customer engagements entered into before our decision in FY22 to
focus exclusively on subscription sales for new customers.

 

Financial services revenue grew by 5% to £62.5m, with recurring revenue in
financial services up 13%. We continue to benefit from adoption of kdb
Insights by existing and new customers, attracted by its performance, ease of
use and rapid time to value, as well as native integration with important
developer languages such as Python and SQL. We had several new customer wins
in the period driven by the release of PyKX, our Python-first interface, which
now has more than 150,000 downloads.

 

Industry revenue grew by 48% to £16.6m with recurring revenue growing by 62%
to £12.0m. This growth was primarily attributable to aerospace and defence
and semiconductor manufacturing, where we have developed repeatable use cases
that represent large and growing market opportunities.

 

For target markets outside of those referenced above we will work primarily
through our partner networks of CSPs, OEMs and systems integrators to develop
use cases that provide compelling return on investment.

 

 Performance metrics                        FY24  FY23  Change

 Annual recurring revenue (ARR) £m          72.5  65.3  11%
 Net revenue retention (NRR)                109%  119%
 Gross margin                               78%   76%
 R&D expenditure as % of revenue            38%   32%
 Sales and marketing spend as % of revenue  40%   37%
 Adjusted EBITDA margin                     6%    18%

 

ARR increased by 11% to £72.5m while NRR of 109% is lower than the 119%
achieved in FY23 principally due to the lower level of ACV added in the
period. We continue to invest across KX to develop products that will enable
us to gain market share in our target markets and to address the AI
opportunity, as well as the go to market capability and leadership to deliver
our growth strategy.

First Derivative

                  FY24   FY23   Change
                  £m     £m
 Revenue          169.7  183.6  (8%)
 Gross profit     43.7   51.2   (15%)
 Adjusted EBITDA  18.0   20.5   (12%)

 

Revenue for the period was £169.7m, a decline of 8% on FY23 as a result of
increased caution at our customers as a result of stress on banks following
the collapse of SVB, as well as lower IPO and M&A activity impacting the
income of our investment banking customers. Additional factors such as
geopolitical and recessionary pressure prolonged this caution, although late
in FY24 we saw stability in both revenue and bookings.

 

Performance in First Derivative was strongest in its technology services and
engineering services practices, which were both stable year on year, while the
business services practice decreased by 16%.  We continue to focus resources
and sales effort in the areas of highest demand and where our domain expertise
provides differentiation from our competitors.

 

In response to lower activity levels we removed approximately £9.0m of
annualised operating costs, while simplifying the sales, delivery and practice
management of the business. This, together with an easing of the attrition and
wage inflation, has reduced the impact on margins as detailed below.

 

 Performance metrics     FY24  FY23

 Gross margin            26%   28%
 Adjusted EBITDA margin  11%   11%

 

Gross margin was 26%, a decline from 28% in the prior year, for the reasons
outlined above, while the impact of our efficiency measures enabled us to
maintain an adjusted EBITDA margin of 11%.

 

Group Performance

 

Adjusted EBITDA

The reconciliation of operating (loss)/profit to adjusted EBITDA is provided
below. The principal movement to note is the reduction in non-operational IT
expenses following the successful implementation of the Group's Oracle Cloud
Fusion ERP system.

                                        FY24       FY23(1)
                                        £m         £m
 Operating (loss)/profit                (2.4)      1.0

 Restructure and non-operational costs  3.8        7.0
 Non-operational IT expenses(2)         1.1        5.6
 Share based payment and related costs  1.4        0.4
 Depreciation and amortisation          19.2       19.3

 Adjusted EBITDA                        23.1       33.3

(1)FY23 has been restated excluding discontinued operations (MRP)

(2) Non-operational IT expenses represents ERP implementation costs that are
required to be expensed under accounting standards

 

(Loss)/profit before tax

Adjusted profit before tax decreased to £0.6m (FY23: £13.1m), resulting from
the reduction in adjusted EBITDA and higher software amortisation costs
resulting from our investment in R&D.

 

The Group reported a loss before tax from continuing operations of £7.7m for
the period, compared to a loss of £0.4m in FY23 as restated.

 

The reconciliation of adjusted EBITDA to reported profit before tax is
provided below.

                                                      FY24        FY23(1)
                                                      £m          £m
 Adjusted EBITDA                                      23.1        33.3
 Adjustments for:
 Depreciation                                         (5.2)       (6.2)
 Amortisation of software development costs           (13.7)      (10.5)
 Net financing costs                                  (3.6)       (3.6)

 Adjusted profit before tax                           0.6         13.1

 Adjustments for:
 Amortisation of acquired intangibles                 (0.4)       (2.7)
 Share based payment and related costs                (1.4)       (0.4)
 Restructure and non-operational costs                (3.8)       (7.0)
 Non-operational IT expenses                          (1.1)       (5.6)
 Loss on foreign currency translation                 (1.6)       0.0
 Profit on disposal of associate                      0.1         3.0
 Net financing costs                                  (0.2)       (0.9)

 Reported loss before tax from continuing operations  (7.7)       (0.4)

(1)FY23 Reported loss before tax has been restated excluding loss before tax
from discontinuing operations of £0.8m

 

Discontinued operations - MRP

Following its all share merger with CONTENTgine, MRP is reported within
discontinued operations and FY23 has been restated for comparative purposes.
In FY24, MRP saw revenue decline following weaker customer demand, resulting
in revenue of £29.0m (FY23: £41.5m) and an EBITDA loss of £4.1m (FY23:
profit £1.4m). Accordingly, an impairment of goodwill and associated
intangible assets of £21.2m was recognised in the year. In total, a loss
before tax from discontinued operations relating to MRP has been recorded of
£30.3m (FY23: 0.8m) and a reported loss after tax of £27.4m (FY23: £3.1m).

(Loss)/earnings per share

The Group reported a loss after tax of £13.4m for the period from continuing
operations, compared to a loss after tax of £0.9m in FY23. Adjusted loss
after tax was £0.2m, compared to a £10.2m profit in FY23, resulting in
adjusted diluted loss per share for the period of 0.7p. The calculation of
adjusted (loss)/profit after tax is detailed below:

                                                                     FY24          FY23
                                                                     £m            £m
 Reported (loss)/profit before tax                                   (7.7)         0.4
 Tax                                                                 (5.6)         (0.5)
 Loss from discontinued operations                                   (27.4)        (3.1)

 Reported loss after tax                                             (40.8)        (4.0)

 Adjustments from (loss)/profit before tax (as per the table above)  8.3           13.5
 Tax effect of adjustments                                           (1.2)         (2.4)
 Loss from discontinued operations                                   27.4          3.1
 Discrete tax items                                                  6.0           -

 Adjusted (loss)/profit after tax                                    (0.2)         10.2

 Weighted average number of ordinary shares (diluted)                28.1m         28.0m

 Reported LPS (diluted)                                              (145.2p)      (14.4p)
 Adjusted (LPS)/EPS (diluted)                                        (0.7p)        36.3p

 

Cash generation and net cash (excluding lease liabilities)

The Group generated £21.8m of cash from operating activities, representing a
94% conversion of adjusted EBITDA (FY23: 114%). At the period end we had a net
debt position from continuing operations of £14.4m, up from the FY23 position
of net debt of £3.7m. The factors impacting the movement are summarised in
the table below:

                                                                              FY24       FY23(1)
                                                                              £m        £m
 Opening net debt (excluding lease liabilities)                               (3.7)     (18.3)
 Cash generated from operating activities before non-operational IT expenses  22.9      43.2
 Non-operational IT expenses                                                  (1.1)     (5.1)

 Cash generated from operating activities                                     21.8      38.1

 Taxes paid                                                                   (3.8)     (1.5)
 Capital expenditure: property, plant and equipment                           (0.6)     (2.8)
 Capital expenditure: intangible assets                                       (24.8)    (19.6)
 Sale of other investments and associates                                     3.0       0.1
 Investments                                                                  (0.2)     8.1
 Issue of new shares                                                          0.1       3.1
 Interest, foreign exchange and other                                         (6.1)     (11.0)

 Closing net debt (excluding lease liabilities) from continuing operations    (14.4)    (3.7)

(1)FY23 Net cash as reported of £0.4m has been restated excluding cash held
by discontinued operations at 28 Feb 2023 of £4.1m

The drivers of cash performance in FY24 were increasing spend on research and
development, where of the total £31.1m spend £24.8m (80%) was capitalised,
lower capex costs following heavy investment in prior periods and an earnout
payment relating to the sale of our investment in RxDataScience Inc in FY24.

 

We refinanced our banking facility in early FY24 on improved terms and it
comprises a £130m revolving credit facility, with an interest rate payable of
SONIA/SOFR plus a margin range of 1.85% to 2.85%.

 

Definition of terms

The Group uses the following definitions for its key metrics:

 

Annual recurring revenue (ARR): the value at the end of the accounting period
of recurring software revenue to be recognised in the next twelve months.

 

Gross annual recurring revenue (Gross ARR): ARR excluding churn.

 

Annual contract value (ACV): the sum of the value of each customer contract
signed during the year divided by the number of years in each contract.

 

Net revenue retention rate (NRR): is based on the actual revenues in the
quarter annualised forward to twelve months and compared to the revenue from
the four quarters prior. The customer cohort is comprised of customers in the
quarter that have generated revenue in the prior four quarters.

 

Adjusted admin expenses: is a measure used in internal management reporting
which comprises administrative expenses per the statement of comprehensive
income of £58.1m (FY23: £56.7m) adjusted for depreciation and amortisation
of £19.2m (FY23: £19.3m), share based payments and related costs of £1.4m
(FY23: £0.4m), restructure and non-operational costs of £3.8m (FY23:
£7.0m), IT systems implementation costs expensed £1.1m (FY23: £5.6m),
impairment loss on trade and other receivables £3.8m (FY23: £2.2m) and other
income £0.1m (FY23: £0.2m)

Consolidated statement of comprehensive income

Year ended 29 February 2024

                                                                 2024       2023

                                                                            restated*
                                                           Note  £'000      £'000
 Continuing operations                                     2     248,863    254,568

 Revenue
 Cost of sales                                                   (143,152)  (149,252)
 Gross profit                                              2     105,711    105,316
 Operating costs
 Research and development costs                                  (31,094)   (23,409)
 - of which capitalised                                          24,799     19,435
 Sales and marketing costs                                       (40,070)   (41,574)
 Administrative expenses                                         (58,113)   (56,741)
 Impairment loss on trade and other receivables                  (3,811)    (2,245)
 Total operating costs                                           (108,289)  (104,534)
 Other income                                                    148        249
 Operating (loss)/profit                                         (2,430)    1,031
 Finance income                                                  124        24
 Finance expense                                                 (3,968)    (4,489)
 (Loss)/gain on foreign currency translation                     (1,560)    10
 Net finance costs                                               (5,404)    (4,455)
 Profit on disposal of associate                                 88         3,017
 (Loss)/profit before taxation                                   (7,746)    (407)
 Income tax expense                                              (5,626)    (480)
 Loss for the year from continuing operations                    (13,372)   (887)

 Discontinued operations
 Loss after tax for the year from discontinued operations  7     (27,412)   (3,126)

 Loss for the year attributable to owners of the Company         (40,784)   (4,013)

 

Consolidated balance sheet

As at 29 February 2024

                                                     2024     2023
                                               Note  £'000    £'000
 Assets
 Property, plant and equipment                 4     14,581   25,593
 Intangible assets and goodwill                5     154,040  175,660
 Other financial assets                              7,642    9,356
 Trade and other receivables                         2,146    2,548
 Deferred tax assets                                 11,029   21,313
 Non-current assets                                  189,438  234,470
 Trade and other receivables                         63,170   96,749
 Current tax receivable                              10,249   6,114
 Cash and cash equivalents                           20,787   36,905
 Assets classified as held for sale            7     22,879   -
 Current assets                                      117,085  139,768
 Total assets                                        306,523  374,238
 Equity
 Share capital                                       140      140
 Share premium                                       104,120  103,789
 Share option reserve                                19,811   18,974
 Fair value reserve                                  (723)    3,002
 Currency translation adjustment reserve             441      5,354
 Retained earnings                                   23,195   69,609
 Equity attributable to owners of the Company        146,984  200,868
 Liabilities
 Loans and borrowings                          6     44,086   17,026
 Trade and other payables                            4,498    3,681
 Deferred tax liabilities                            11,562   15,758
 Non-current liabilities                             60,146   36,465
 Loans and borrowings                                2,466    39,911
 Trade and other payables                            33,690   41,466
 Deferred income                                     43,176   48,407
 Current tax payable                                 1,075    682
 Employee benefits                                   6,349    6,439
 Liabilities classified as held for sale       7     12,637   -
 Current liabilities                                 99,393   136,905
 Total liabilities                                   159,539  173,370
 Total equity and liabilities                        306,523  374,238

 

Consolidated statement of changes in equity

Year ended 29 February 2024

                                                                       Share     Share     Share      Fair value  Currency      Retained   Total

                                                                       capital   premium    option    reserve     translation   earnings    equity

                                                                                           reserve                adjustment
                                                                       £'000     £'000     £'000      £'000       £'000         £'000      £'000
 Balance at 1 March 2023                                               140       103,789   18,974     3,002       5,354         69,609     200,868
 Total comprehensive income for the year
 Loss for the year                                                     -         -         -          -           -             (40,784)   (40,784)
 Other comprehensive income
 Net exchange gain on net investment in foreign subsidiaries           -         -         -          -           (5,760)       -          (5,760)
 Net exchange loss on hedge of net investment in foreign subsidiaries  -         -         -          -           847           -          847
 Net change in fair value of equity investments at FVOCI               -         -         -          (3,725)     -             -          (3,725)
 Total comprehensive income for the year                               -         -         -          (3,725)     (4,913)       (40,784)   (49,422)
 Transactions with owners of the Company
 Tax relating to share options                                         -         -         (215)      -           -             -          (215)
 Exercise of share options                                             -         64        -          -           -             -          64
 Issue of shares                                                       -         267       -          -           -             -          267
 Tax on other items taken to reserves                                  -         -         -          -           -             (5,986)    (5,986)
 Share based payment release                                           -         -         (356)      -           -             356        -
 Share based payment charge                                            -         -         1,408      -           -             -          1,408
 Balance at 29 February 2024                                           140       104,120   19,811     (723)       441           23,195     146,984

 

                                                                       Share     Share     Share     Fair value  Currency      Retained   Total

                                                                       capital   premium   option    reserve     translation   earnings   equity

                                                                                           reserve               adjustment
                                                                       £'000     £'000     £'000     £'000       £'000         £'000      £'000
 Balance at 1 March 2022                                               139       100,424   18,404    9,755       (3,574)       67,391     192,539
 Total comprehensive income for the year
 Loss for the year                                                     -         -         -         -           -             (4,013)    (4,013)
 Other comprehensive income
 Net exchange gain on net investment in foreign subsidiaries           -         -         -         -           12,052        -          12,052
 Net exchange loss on hedge of net investment in foreign subsidiaries  -         -         -         -           (3,124)       -          (3,124)
 Transfer of reserve of sale of equity investment                      -         -         -         (6,231)     -             6,231      -
 Net change in fair value of equity investments at FVOCI               -         -         -         (522)       -             -          (522)
 Total comprehensive income for the year                               -         -         -         (6,753)     8,928         2,218      4,393
 Transactions with owners of the Company
 Tax relating to share options                                         -         -         245       -           -             -          245
 Exercise of share options                                             1         3,079     -         -           -             -          3,080
 Issue of shares                                                       -         286       -         -           -             -          286
 Share based payment charge                                            -         -         325       -           -             -          325
 Balance at 28 February 2023                                           140       103,789   18,974    3,002       5,354         69,609     200,868

 
 

Consolidated cash flow statement

Year ended 29 February 2024

                                                                     2024      2023
                                                                     £'000     £'000
 Cash flows from operating activities
 Loss for the year                                                   (40,784)  (4,013)
 Adjustments for:
 Net finance costs                                                   6,176     2,646
 Depreciation of property, plant and equipment                       6,339     7,265
 Amortisation of intangible assets                                   15,291    14,331
 Lease modification                                                  (1,469)   -
 Impairment loss on remeasurement of the disposal group              21,204    -
 Equity-settled share based payment transactions                     1,408     325
 Profit on disposal of associate                                     (88)      (3,017)
 Loss on disposal of fixed assets                                    10        5
 Other income                                                        -         (9)
 Grant income                                                        (148)     (240)
 Tax expense                                                         2,735     2,836
                                                                     10,674    20,129
 Changes in:
 Trade and other receivables                                         12,039    (14,604)
 Trade and other payables and deferred income                        (1,218)   22,970
 Cash generated from operating activities                            21,495    28,495
 Taxes paid                                                          (3,845)   (1,467)
 Net cash from operating activities                                  17,650    27,028
 Cash flows from investing activities
 Interest received                                                   125       24
 Sale of associate                                                   3,005     100
 (Investment in)/sale of other investments                           (249)     8,139
 Acquisition of property, plant and equipment                        (654)     (2,940)
 Proceeds from sale of property, plant and equipment                 -         67
 Acquisition of intangible assets                                    (27,220)  (23,468)
 Net cash used in investing activities                               (24,993)  (18,078)
 Cash flows from financing activities
 Proceeds from issue of share capital                                64        3,080
 Drawdown of loans and borrowings                                    37,867    -
 Repayment of borrowings                                             (38,019)  (17,823)
 Payment of lease liabilities                                        (3,381)   (4,000)
 Interest paid                                                       (4,235)   (3,666)
 Net cash used in financing activities                               (7,704)   (22,409)
 Net decrease in cash and cash equivalents                           (15,047)  (13,459)
 Cash and cash equivalents at 1 March                                36,905    48,564
 Effects of exchange rate changes on cash held                       (1,071)   1,800
 Cash and cash equivalents at end of year                            20,787    36,905

 Cash and cash equivalents at end of year (continuing operations)    20,787    32,788
 Cash and cash equivalents at end of year (discontinued operations)  -         4,117

 

1. Basis of preparation

The consolidated financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group").

 

The financial information included in this preliminary announcement does not
constitute statutory accounts of the Group for the years ended 29 February
2024 nor 28 February 2023 but is derived from those accounts. Statutory
accounts for 2023 have been delivered to the Registrar of Companies and those
for 2024 will be delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts; their reports were (i) unqualified,
(ii) did not include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report, and (iii) did
not contain a statement under section 498(2) or (3) of the Companies Act
2006.

 

Both the consolidated financial statements and the Company financial
statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards ("IFRSs").

 

2. Operating and business segments

Information about reportable segments

 

                                               KX                      FD                       Total                          MRP (discontinued)
                                               2024    2023 restated*  2024     2023 restated*  2024      2023 restated*       2024        2023
                                               £'000   £'000           £'000    £'000           £'000     £'000                £'000       £'000
 Revenue by segment
 Revenue                                       79,146  70,981          169,717  183,587         248,863   254,568              28,975      41,474
 Gross profit                                  61,978  54,076          43,733   51,240          105,711   105,316              12,817      17,025
 Adjusted EBITDA                               5,103   12,824          17,969   20,509          23,072    33,333               (4,124)     1,429
 Restructure and non-operational costs                                                          (3,805)   (6,963)              (1,667)     (1,753)
 IT systems implementation costs expensed                                                       (1,077)   (5,562)              -           -
 Share based payment and related costs                                                          (1,408)   (436)                -           -
 Depreciation and amortisation                                                                  (18,839)  (16,690)             (2,316)     (2,109)
 Amortisation of acquired                                                                       (373)     (2,651)              (101)       (146)

 intangibles
 Operating (loss)/profit                                                                        (2,430)   1,031                (8,208)     (2,579)
 Net finance costs                                                                              (5,404)   (4,455)              (774)       1,809
 Impairment of intangible assets and goodwill                                                   -         -                    (21,204)    -
 Profit on disposal of associate                                                                88        3,017                -           -
 Lease costs                                                                                    -         -                    (117)       -

 Loss before taxation                                                                           (7,746)   (407)                (30,303)    (770)

*Reclassification of KX service revenue to First Derivative

During the period we transferred professional services contracts relating to
post implementation consultancy and development from KX to First Derivative,
where it is better placed to be serviced and grow. The numbers stated above
reflect this change and the prior year results have also been restated to
enable like-for-like comparison. The impact in the period was to move £9,040k
of KX services revenue to First Derivative (FY23: £9,258k), along with
£5,609k cost of sales (FY23: £5,363k) resulting in an impact on gross profit
of £3,431k (FY23: £3,895k). A £100k movement in adjusted admin expenses
(FY23: £100k) resulted in a net movement in adjusted EBITDA of £3,331k from
KX to FD for the period (FY23: £3,795k).

Geographical location analysis

               Revenues           Non-current assets
               2024     2023      2024        2023
               £'000    Restated  £'000       £'000

                        £'000
 UK            78,360   95,189    81,817      87,589
 EMEA          51,473   51,698    15,683      17,028
 The Americas  92,398   88,561    79,593      106,317
 Asia Pacific  26,632   19,120    1,316       2,223
 Total         248,863  254,568   178,409     213,157

 

Disaggregation of revenue

                                KX                  FD                   Total
                                2024    2023        2024     2023        2024     2023

                                        restated*            restated*
                                £'000   £'000       £'000    £'000       £'000    £'000
 Type of good or service
 Sale of goods - perpetual      2,251   1,556       -        -           2,251    1,556
 Sale of goods - recurring      68,438  57,554      -        -           68,438   57,554
 Rendering of services          8,457   11,871      169,717  183,587     178,174  195,458
                                79,146  70,981      169,717  183,587     248,863  254,568
 Timing of revenue recognition
 At a point in time             2,251   1,556       -        -           2,251    1,556
 Over time                      76,895  69,425      169,717  183,587     246,612  253,012
                                79,146  70,981      169,717  183,587     248,863  254,568

*See note 3 for further details on 2023 reclassification of KX service revenue
to First Derivative

 

3. a) Loss per ordinary share - from continuing and discontinued operations

Basic

The calculation of basic loss per share at 29 February 2024 was based on the
loss attributable to ordinary shareholders of £40,784k (2023: £4,013k), and
a weighted average number of ordinary shares in issue of 28,080k (2023:
27,962k).

                       2024        2023
                       Pence       Pence

                       per share   per share
 Basic loss per share  (145.2)     (14.4)

 

Loss per share from continuing operations at 29 February 2024 is 47.6p (FY23:
3.2p), based on the loss attributable to ordinary shareholders from continuing
operations £13,372k (2023: £887k).

Weighted average number of ordinary shares

                                                               2024    2023
                                                               Number  Number

                                                               '000    '000
 Issued ordinary shares at 1 March                             28,065  27,826
 Effect of share options exercised                             4       124
 Effect of shares issued as remuneration                       11      12
 Weighted average number of ordinary shares at 29/28 February  28,080  27,962

 

Diluted

The calculation of diluted loss per share at 29 February 2024 was based on the
loss attributable to ordinary shareholders of £40,784k (2023: £4,013k) and a
weighted average number of ordinary shares after adjustment for the effects of
all dilutive potential ordinary shares of 28,080k (2023: 27,962k).

                         2024        2023
                         Pence       Pence

                         per share   per share
 Diluted loss per share  (145.2)     (14.4)

 

Diluted loss per share from continuing operations at 29 February 2024 is 47.6p
(FY23: loss per share 3.2p), based on the loss attributable to ordinary
shareholders from continuing operations £13,372k (2023: £887k).

 

Weighted average number of ordinary shares (diluted)

                                                                         2024     2023
                                                                         Number   Number

                                                                          '000     '000
 Weighted average number of ordinary shares (basic)                      28,080   27,962
 Effect of dilutive share options in issue                               -        -
 Weighted average number of ordinary shares (diluted) at 29/28 February  28,080   27,962

 

In accordance with IAS 33, share options in issue are anti-dilutive meaning
there is no difference between basic and diluted loss per share in FY24 and
FY23.

 

3. b) Loss before tax per ordinary share - from continuing and discontinued
operations

Loss before tax per share is based on loss before taxation of £38,049k (2023:
£1,177k). The number of shares used in this calculation is consistent with
note 3(a) above.

                                             2024        2023
                                             Pence       Pence

                                             per share   per share
 Basic loss before tax per ordinary share    (135.5)     (4.3)
 Diluted loss before tax per ordinary share  (135.5)     (4.3)

 

Reconciliation from loss per ordinary share to loss before tax per ordinary
share:

                                    2024        2023
                                    Pence       Pence

                                    per share   per share
 Basic loss per share               (145.2)     (14.4)
 Impact of taxation charge          9.7         10.1
 Basic loss before tax per share    (135.5)     (4.3)
 Diluted loss per share             (145.2)     (14.4)
 Impact of taxation charge          9.7         10.1
 Diluted loss before tax per share  (135.5)     (4.3)

 

Loss before tax per share is presented to facilitate pre-tax comparison
returns on comparable investments.

3. c) Adjusted earnings after tax per ordinary share

The reconciliation of adjusted earnings after tax per share is shown below:

                                                               2024      2023

                                                                         (restated)
                                                               £'000     £'000
 Loss after tax                                                (40,784)  (4,013)

 Amortisation of acquired intangibles after tax effect         373       2,419
 Share based payments after tax effect                         1,408     353
 Restructure and non-operational costs after tax effect        4,077     10,395
 Profit on sale of associate after tax effect                  (66)      (3,017)
 Loss/(gain) on foreign currency translation after tax effect  1,177     (8)
 Finance costs after tax effect                                208       902
 Discrete items for tax                                        6,011     -
 Loss after tax from discontinued operations                   27,412    3,126
 Adjusted (loss)/profit after tax                              (184)     10,157

 

The number of shares used in this calculation is consistent with note 3(a)
above.

                                                                2024        2023

                                                                            (restated)
                                                                Pence       Pence

                                                                per share   per share
 Adjusted basic (loss)/earnings after tax per ordinary share    (0.7)       36.3
 Adjusted diluted (loss)/earnings after tax per ordinary share  (0.7)       36.3

 

 

4. Property, plant and equipment

Group

                                       Leasehold      Plant and   Office      Right-of-use  Total

                                       improvements   equipment   furniture   assets        £'000

                                       £'000          £'000       £'000       £'000
 Cost
 At 1 March 2023                       7,479          15,856      1,592       31,769        56,696
 Additions                             14             639         1           185           839
 Disposals                             (1,527)        (1,469)     (620)       (1,013)       (4,629)
 Impairment                            -              -           -           (1,059)       (1,059)
 Transferred to assets held for sale*  (1,506)        (4,269)     (97)        (5,638)       (11,510)
 Exchange adjustments                  (154)          (401)       (22)        (802)         (1,379)
 At 29 February 2024                   4,306          10,356      854         23,442        38,958
 Depreciation
 At 1 March 2023                       4,261          11,331      1,362       14,149        31,103
 Charge for the year                   561            2,363       112         3,303         6,339
 Disposals                             (1,508)        (1,469)     (620)       (559)         (4,156)
 Transferred to assets held for sale*  (880)          (3,870)     (97)        (3,214)       (8,061)
 Exchange adjustments                  (96)           (320)       (17)        (415)         (848)
 At 29 February 2024                   2,338          8,035       740         13,264        24,377
 Carrying Amount
 At 29 February 2024                   1,968          2,321       114         10,178        14,581

*At the financial reporting date MRP has been classified as a disposal group
held for sale.

 

                       Leasehold      Plant and   Office      Right-of-use  Total

                       improvements   equipment   furniture   assets        £'000

                       £'000          £'000       £'000       £'000
 Cost
 At 1 March 2022       5,444          14,372      1,366       30,171        51,353
 Additions             441            2,362       137         1,035         3,975
 Disposals             (104)          (34)        -           (880)         (1,018)
 Reclass               1,468          (1,468)     -           -             -
 Exchange adjustments  230            624         89          1,443         2,386
 At 28 February 2023   7,479          15,856      1,592       31,769        56,696
 Depreciation
 At 1 March 2022       3,544          8,544       1,116       9,806         23,010
 Charge for the year   671            2,257       171         4,166         7,265
 Disposals             (32)           -           -           (451)         (483)
 Reclass               (38)           (9)         47          -             -
 Exchange adjustments  116            539         28          628           1,311
 At 28 February 2023   4,261          11,331      1,362       14,149        31,103
 Carrying Amount
 At 28 February 2023   3,218          4,525       230         17,620        25,593

 

5. Intangible assets and goodwill

Group

                                       Goodwill  Customer  Acquired   Brand    Internally    Total

                                       £'000     lists     software   name      developed    £'000

                                                 £'000     £'000      £'000     software

                                                                                £'000
 Cost
 Balance at 1 March 2023               116,642   13,917    32,976     802      125,656       289,993
 Additions                             -         -         49         -        -             49
 Development costs                     -         -         -          -        27,171        27,171
 Disposals                             -         -         -          -        (557)         (557)
 Transferred to assets held for sale*  (18,099)  (3,523)   (5,660)    (229)    (16,136)      (43,647)
 Exchange adjustments                  (4,781)   (523)     (1,349)    (29)     (588)         (7,270)
 At 29 February 2024                   93,762    9,871     26,016     544      135,546       265,739
 Amortisation
 Balance at 1 March 2023               -         13,779    30,449     795      69,310        114,333
 Amortisation for the year             -         136       333        5        14,817        15,291
 Disposals                             -         -         -          -        (557)         (557)
 Transferred to assets held for sale*  -         (3,523)   (3,949)    (228)    (7,459)       (15,159)
 Exchange adjustment                   -         (521)     (1,258)    (30)     (400)         (2,209)
 At 29 February 2024                   -         9,871     25,575     542      75,711        111,699
 Carrying Amount
 At 29 February 2024                   93,762    -         441        2        59,835        154,040

*At the financial reporting date MRP has been classified as a disposal group
held for sale.

 

                            Goodwill  Customer  Acquired   Brand    Internally    Total

                            £'000     lists     software   name      developed    £'000

                                      £'000     £'000      £'000     software

                                                                     £'000
 Cost
 Balance at 1 March 2022    106,501   12,834    29,769     743      101,540       251,387
 Additions                  -         -         330        -        -             330
 Disposals                  -         -         -          -        -             -
 Development costs          -         -         -          -        23,138        23,138
 Exchange adjustments       10,141    1,083     2,877      59       978           15,138
 At 28 February 2023        116,642   13,917    32,976     802      125,656       289,993
 Amortisation
 Balance at 1 March 2022    -         11,832    26,106     703      57,139        95,780
 Amortisation for the year  -         944       1,816      37       11,534        14,331
 Exchange adjustment        -         1,003     2,527      55       637           4,222
 At 28 February 2023        -         13,779    30,449     795      69,310        114,333
 Carrying Amount
 At 28 February 2023        116,642   138       2,527      7        56,346        175,660

 

6. Loans and borrowings

 

This note provides information about the contractual terms of the Group and
Company's interest-bearing loans and borrowings, which are measured at
amortised cost.

                          Group           Company
                          2024    2023    2024    2023
                          £'000   £'000   £'000   £'000
 Current liabilities
 Secured bank loans       -       36,499  -       36,499
 Lease liabilities        2,466   3,412   1,096   1,007
                          2,466   39,911  1,096   37,506
 Non-current liabilities
 Secured bank loans       35,200  -       35,200  -
 Lease liabilities        8,886   17,026  6,450   7,522
                          44,086  17,026  41,650  7,522

 

Terms and repayment schedule

In May 2023, FD Technologies plc refinanced its banking facilities, which had
been due to expire in June 2024, on improved terms. The total facility remains
at £130m and is entirely comprised of a revolving credit facility, replacing
a £65m term loan and £65m revolving credit facility. The interest rate
payable is SONIA/SOFR plus a fixed margin that depends on the level of debt
relative to adjusted EBITDA. The margin on the new revolving credit facility
is equal to 1.85% to 2.80%, which compares favourably to the previous margin
of 2% to 3%. The lead arranger for the facility remains Bank of Ireland,
with continued participation from Barclays and AIB and new participation from
HSBC.

 

7. Discontinued operations and assets/liabilities classified as held for sale

 

In October 2023 the Group decided to conduct a formal Group structure review
to achieve an optimal organisational structure and capital allocation to
deliver best value for the Group's shareholders. After considering the
available options and consulting with the shareholders and external advisers,
the Board unanimously concluded on the separation of its interest in the MRP
Business and related entities.

As at 29 February 2024, the disposal group was stated at fair value less costs
to sell and results were presented within loss from discontinued operations.

 

8. Subsequent events

 

On 1 March 2024 following the review process and after extensive discussions
with shareholders, the Board announced its intention to separate its three
businesses and announced that it had agreed to an all-share merger of its MRP
business with CONTENTgine, a provider of B2B technology buyer insights and
lead generation. FD Technologies Group will own 49% of the combined entity,
which will be reflected as an associate investment rather than consolidated in
the Group financial statements.

 

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