FD Technologies
plc
26th November 2024
Results for the six months
ended 31 August 2024 ("H1 FY25")
H1 performance in line with
expectations
Confident in KX FY25 and
medium-term outlook
£120m to be returned to
shareholders
Financial highlights
- KX
revenue increased 5% to £39.5m, with annual recurring revenue
("ARR") up 8% reported, or 10% at constant currency, to £74.6m (H1
FY24: £69.3m)
- KX
annual contract value ("ACV") added at £7.4m (H1 FY24: £6.9m), in
line with the expected range of £6-8m.
- Net
revenue retention ("NRR") of 110% reported (H1 FY24: 112%), or 112%
at constant currency.
- First Derivative revenue of £78.8m (H1 FY24: £89.1m) declined
by 2% compared to H2 FY24, reflecting a resilient performance
against anticipated ongoing challenging market
conditions.
- Group revenue declined 7% to £118.2m (H1 FY24: £126.8m),
reflecting the 12% decline in revenue from First Derivative
partially offset by the robust growth in KX.
- Group adjusted EBITDA was £10.5m (H1 FY24: £14.2m),
reflecting the revenue performance and increased investment in
R&D, go-to-market and people to support our growth ambitions
for KX.
Strategic highlights
- Divestment of First Derivative for £230m is expected to
complete on 2 December.
- KX
will become the Group's sole continuing operation, retaining
approximately £54m of the £205m net divestment proceeds, and, after
the repayment of £32m of debt outstanding at the completion date, a
balance of around £120m cash will be returned to
shareholders.
- The
Board will provide additional details regarding the mechanism by
which the capital will be returned to shareholders following
completion of the transaction. We expect this to be a tender offer,
supplemented by a special dividend depending on the take up of the
tender.
- Consequently, KX will have the necessary funding to achieve
financial stability and to invest in growth and profitability,
driving accelerating constant currency ARR growth and achieving
positive cash EBITDA in FY27.
Outlook
Our pipeline is strong for the
second half and into next year, with a healthy mix of expansion and
new opportunities across Capital Markets, Aerospace & Defence,
and Semiconductor Manufacturing.
Consequently, the Board remains
confident in its FY25 outlook for KX of £16-18 million ACV added,
with 11-15% growth in ARR1. Looking ahead, we expect our
compound annual growth rate2 in ARR to accelerate to
c.25% and to achieve positive cash EBITDA by FY27.
Seamus Keating, CEO, commented:
"We have made significant
strategic and operational progress in the first half, with the
divestment of First Derivative and strong execution in KX.
Following the completion of the sale of First Derivative, we expect
to return cash to shareholders, in line with our disciplined
approach to capital allocation, and KX will be a pure-play,
high-growth software business; fully funded and well-positioned to
capitalise on the significant and growing global market
opportunity."
1 Growth in ARR is stated net of churn. As previously flagged,
in the current year we expect churn of 8-10% reducing in FY26 and
beyond.
2 Growth rates are at constant currency.
Financial summary
Six months to end August
|
2024
|
2023*
|
Change
|
|
Revenue
|
£118.2m
|
£126.8m
|
(7%)
|
|
Gross profit
|
£52.1m
|
£52.3m
|
0%
|
|
(Loss)/profit before tax from
continuing operations
|
(£11.1m)
|
(£1.6m)
|
N/A
|
|
Reported diluted
(LPS)/EPS
|
(54.6p)
|
(22.2p)
|
N/A
|
|
Net debt**
|
£19.8m
|
£10.8m
|
84%
|
|
|
|
|
|
|
Adjusted performance measures
|
|
|
|
|
Adjusted EBITDA***
|
£10.5m
|
£14.2m
|
(26%)
|
|
Adjusted diluted
(LPS)/EPS
|
(8.1p)
|
4.4p
|
N/A
|
|
|
|
*
**
|
H1 FY24 has been restated
excluding discontinued operations (MRP)
Excluding lease
obligations
|
|
***
|
Adjusted for share-based payments
and restructure and non-operational costs
|
|
|
|
|
|
|
|
|
| |
For further information, please contact:
FD
Technologies plc
Seamus Keating, Chief Executive
Officer
Ryan Preston, Chief Financial
Officer
Derek Brown, Head of Investor
Relations
|
+44(0)28 3025 2242
www.fdtechnologies.com
|
|
|
Investec Bank plc
(Nominated Adviser and Broker)
Carlton Nelson
Virginia Bull
|
+44 (0)20 7597 5970
|
|
|
Goodbody (Euronext Growth Adviser and
Broker)
Don Harrington
Jason Molins
Tom Nicholson
|
+353 1 667 0420
|
|
|
J.P.
Morgan Cazenove (Broker)
James A. Kelly
Mose Adigun
|
+44 (0)20 3493 8000
|
|
|
FTI
Consulting
Matt Dixon
Dwight Burden
Victoria Caton
|
+44 (0)20 3727 1000
fdtechnologies@fticonsulting.com
|
About KX
KX is on a mission to make AI a
commercial reality for the many by addressing data challenges that
impede deployment at scale. By simultaneously ingesting and
analysing high volumes of historical and real-time data, KX's
AI-ready analytical database enables organizations to unlock the
full value of their data to accelerate innovation and make faster,
more confident decisions.
KX is the world's most performant,
cost-effective and energy-efficient analytical database, delivering
advanced data algorithms, insights and analytics at unmatched scale
and speed. KX is trusted by the world's top investment banks,
Aerospace and Defence, high-tech manufacturing and health and life
sciences organizations and operates across North America, Europe,
and Asia Pacific.
Results presentation
A presentation for analysts will
be held at 9.30am today, following which a recording of the
presentation will be available on the Group's website.
Business Review
Further strategic progress
We have continued to drive strong
strategic progress
across the Group in the first half,
particularly with respect to our strategy to maximise
shareholder value by separating the Group's three
businesses.
Firstly, the all-share merger of
MRP and CONTENTgine created pharosIQ, a leading B2B demand
generation services provider, of which the Group continues to own
49% as an associate investment. The
business has seen a significant improvement in bookings during our
fiscal Q3 and is expected to become profitable this
year.
Secondly, the proposed sale of
First Derivative to EPAM is on track to complete on 2 December,
following our announcement on 14 November that all closing
conditions had been satisfied. EPAM is a global professional
services company and will provide First Derivative a platform with
the scale and resources to support its growth ambitions. We also
anticipate potential synergies for KX through a further
strengthening of the partnership between the First Derivative
Business and KX.
Finally, the continuing Group will
solely consist of the KX business, which provides a robust,
scalable, and efficient database and analytics engine, ideal for
time-oriented data and AI use cases, and trusted by many of the
world's top enterprises.
KX is funded and positioned for success
KX will retain £54m from the
proceeds of the sale of First Derivative, comprising:
1. c.£30-35m to
achieve financial stability, with
sufficient capital to support the business until it reaches
positive cash EBITDA in FY27, in line with guidance.
2. c.£20m to
invest in growth and profitability,
driving accelerating constant currency ARR growth.
Consequently, KX is now a
pure-play, high-growth software business, fully funded and
well-positioned to execute against its strategy to capitalise on
the significant and growing global market opportunity. For KX to
deliver sustainable growth, management priorities include investing
in an efficient and effective go-to-market strategy, focused on
repeatable use cases in established markets and leveraging partners
to target new verticals.
With the successful execution of
this strategy, KX constant currency ARR is expected to accelerate to c.25%
CAGR, with the business achieving positive cash EBITDA in
FY27.
Return of excess cash
KX will become the Group's sole
continuing operation, retaining approximately £54m of the £205m net
divestment proceeds, and, after the repayment of £32m of debt
outstanding at the completion date, a balance of around £120m cash
will be returned to shareholders. The
Board will provide additional details regarding the mechanism by
which the capital will be returned to shareholders following
completion of the transaction. We expect this to be a tender offer,
supplemented by a special dividend depending on the take up of the
tender.
KX
Empowering Smarter, Faster Decision-Making with Data and
AI
In the first half of the year, we
strengthened KX's position as the high-performance analytical
database for the AI era. Our customers' competitive advantage
depends on leveraging ever-growing amounts of data to make better,
faster decisions. In today's digital landscape, organizations are
moving from static, code-based systems to dynamic, learning models
where data itself drives innovation and competitiveness.
However, the latency, complexity,
and costs of traditional technology solutions can hinder
innovation, especially when deploying at scale. Through our
investments in AI, KX's offering has been expanded to uniquely
enable the simultaneous ingestion and analysis of structured and
unstructured time-based data at extreme scale and in real
time.
At the heart of our approach is
the concept of the 'AI Factory'. This
framework integrates data collection, pipelines, analytics, and
algorithm development into a seamless process that automates and
optimizes decision-making. This empowers our customers to uncover
relationships, patterns, and behaviours that other technologies
cannot deliver as effectively or cost-efficiently, forming the
technology platform for them to deploy better and more automated
decision-making as part of their own AI Factory.
Together with partners such as
NVIDIA and leading cloud service providers (AWS and Microsoft), we
are working on solving some of our customers' highest-value
challenges, cementing KX as a critical part of the AI Factory for
state-of-the-art data management, model development,
experimentation, and deployment.
KX delivered a strong performance against a focused
strategy
KX delivered a robust commercial
performance in the first half of the year, generating an
incremental £7.4 million in Annual Contract Value (ACV), in line
with our guidance range of £6-8 million. Our strategic focus on
delivering advanced data and analytics capabilities into
high-growth sectors is yielding significant wins across our core
verticals.
We continue to see strong interest
and adoption of our KX
Insights products and are expanding our user base through
tools that support algorithm development and deployment, such as
PyKX, SQL, and Dashboards. Momentum is building for our new AI
capabilities among both existing customers and new users trialing
our offerings.
Our partnerships and ecosystem
expansion are key to our strategy:
· Cloud Service
Providers: Achieved wins
with AWS
FinSpace and Microsoft-enabling customers to deploy KX
solutions seamlessly on leading cloud platforms.
· Ecosystem
Expansion: Launched accelerators
with ICE, Databricks,
and Snowflake to broaden our market reach and launched
initiatives with NVIDIA to support customers in building their
advanced AI capabilities.
· Strategic
Partnerships: Collaborated with
industry leaders to enhance our offerings, including securing
significant new logos at global semiconductor companies through our
partnerships with Applied
Materials and Synopsys.
Confidence in the outlook for KX
Our pipeline is strong for the
second half and into next year, with a healthy mix of expansion and
new opportunities across Capital Markets, Aerospace & Defence,
and Semiconductor Manufacturing.
Consequently, the Board remains
confident in its FY25 outlook for KX of £16-18 million ACV added,
with 11-15% growth in ARR1. Looking ahead, we expect our
compound annual growth2
rate in ARR to accelerate to c.25% and to achieve
positive cash EBITDA by FY27.
1 Growth in ARR is stated net of churn. As previously flagged,
in the current year we expect churn of 8-10% reducing in FY26 and
beyond.
2 Growth rates are at constant currency
First Derivative - a resilient H1
performance
During H1, as anticipated the
First Derivative business faced a challenging trading environment
with ongoing macroeconomic uncertainties and continued cautious
spending trends among capital markets consulting customers. First
Derivative revenue was £78.8m in H1 (H1 FY24: £89.1m), a 2% decline
on the result reported for H2 FY24 of £80.6m and reflecting a
resilient performance against a difficult market
backdrop.
Sustainability
We strive to ensure that
sustainability is at the centre of decision-making processes. Our
sustainability strategy has three pillars: People, the Environment,
and Communities. We intend to progress further in these core focus
areas during the fiscal year.
We shall continue to empower our
people to succeed by further developing our culture of learning and
development. We plan to roll out talent programmes across our
organisation, identifying and fostering our top talent. We also
plan to introduce leadership training programmes to ensure a
holistic approach to developing both our future and current
leaders. We continue to embed an inclusive culture by supporting
our networks.
Principal risks and uncertainties
The principal risks and
uncertainties relating to the Group's operations for the next six
months are considered to remain consistent with those disclosed in
the Group's Annual Report and Accounts 2024. Please refer to pages
23 to 28 thereof which can be found at
www.fdtechnologies.com/investor-relations/news-results/results-centre/.
Financial review
Revenue and margins
The table below shows an analysis
of Group performance by business contribution.
|
H1 FY25
|
H1
FY24*
|
|
|
Group
|
KX
|
First
Derivative
|
Group
|
KX
|
First
Derivative
|
Group
change
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
Revenue
|
118.2
|
39.5
|
78.8
|
126.8
|
37.7
|
89.1
|
(7%)
|
Cost of sales
|
(66.2)
|
(6.6)
|
(59.6)
|
(74.5)
|
(8.5)
|
(66.0)
|
(11%)
|
Gross profit
|
52.1
|
32.8
|
19.2
|
52.3
|
29.2
|
23.1
|
(0%)
|
Gross margin
|
44%
|
83%
|
24%
|
41%
|
78%
|
26%
|
|
|
|
|
|
|
|
|
|
R&D expenditure
|
(15.9)
|
(15.9)
|
(0.0)
|
(15.2)
|
(14.7)
|
(0.5)
|
5%
|
R&D capitalised
|
11.4
|
11.4
|
0.0
|
12.6
|
12.1
|
0.4
|
(9%)
|
Net R&D
|
(4.5)
|
(4.5)
|
0.0
|
(2.6)
|
(2.6)
|
0.0
|
72%
|
|
|
|
|
|
|
|
|
Sales and marketing
costs
|
(18.9)
|
(15.9)
|
(3.0)
|
(19.2)
|
(14.8)
|
(4.4)
|
(2%)
|
|
|
|
|
|
|
|
|
Adjusted admin expenses
|
(18.2)
|
(9.2)
|
(9.0)
|
(16.3)
|
(7.0)
|
(9.3)
|
11%
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
10.5
|
3.3
|
7.2
|
14.2
|
4.8
|
9.4
|
(26%)
|
Adjusted EBITDA margin
|
9%
|
8%
|
9%
|
11%
|
13%
|
11%
|
|
* FY24 has been restated excluding discontinued operations
(MRP)
Group revenue declined 7%, 6% at
constant currency, to £118.2m (H1 FY24: £126.8m). Within the sales
mix, KX revenue rose 5% to £39.5m, whilst revenue from the First
Derivative business declined by 12% to £78.8m, reflecting the
anticipated ongoing challenging market conditions.
The gross profit margin increased
to 44% (H1 FY24: 41%), with a 5ppt improvement at KX partly offset
by a 2ppt decline at First Derivative. We achieved an adjusted
EBITDA of £10.5m in the first half of the year (H1 FY24:
£14.2m).
For the first half of the year,
First Derivative has been reported as a continuing operation, but
for the full year, post the transaction completing, we shall report
the business as a discontinued operation.
KX
|
KX total
|
Financial
services
|
Industry
|
|
H1 FY25
|
H1
FY24
|
Change
|
H1 FY25
|
H1
FY24
|
Change
|
H1 FY25
|
H1
FY24
|
Change
|
|
£m
|
£m
|
|
£m
|
£m
|
|
£m
|
£m
|
|
Revenue
|
39.5
|
37.7
|
5%
|
30.4
|
29.9
|
2%
|
9.1
|
7.8
|
17%
|
Recurring
|
37.2
|
32.9
|
13%
|
28.8
|
26.9
|
7%
|
8.4
|
6.0
|
41%
|
Perpetual
|
0.3
|
0.6
|
(46%)
|
0.1
|
0.1
|
93%
|
0.2
|
0.6
|
(59%)
|
Total software
|
37.5
|
33.5
|
12%
|
28.9
|
27.0
|
7%
|
8.6
|
6.5
|
32%
|
Services
|
2.0
|
4.2
|
(53%)
|
1.5
|
2.9
|
(50%)
|
0.5
|
1.2
|
(61%)
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
32.8
|
29.2
|
12%
|
|
|
|
|
|
|
Adjusted EBITDA
|
3.3
|
4.8
|
(31%)
|
|
|
|
|
|
|
Cash EBITDA
|
(8.1)
|
(7.3)
|
(11%)
|
|
|
|
|
|
|
*
Revenue from perpetual license sales relates to continuing customer
engagements established prior to our decision in 2021 to focus
exclusively on subscription sales for new customers, and now
represents less than 1% of KX revenue.
KX revenue increased 5% to £39.5m,
with recurring revenue booked in the period up 13% to £37.2m,
whilst ARR was up 8% to £74.6m. Services revenue continued to
decline, to £2.0m in the period, demonstrating that our software is
increasingly efficient to implement but also reflecting our
increased focus on selling software rather than consulting
services.
Annual contract value added was
£7.4m (H1 FY24: £6.9m), in line with the guidance range of £6-8m
discussed at the time of our annual results in May. This result
reflected our success in expanding within existing accounts and
adding new logos in key new verticals.
Financial services revenue was
£30.4m (H1 FY24: £29.9m), with recurring revenue in the vertical
increasing 7% to £28.8m. We continue to see good adoption of KDB
Insights by existing and new financial services customers, who find
its performance, ease of use, rapid time to value, and native
integration with important developer languages, such as Python and
SQL, highly attractive. We had several new customer wins in H1 in
our focused market segments including wins with strategic
partners.
The growth in our Industry segment
revenue was encouraging, with revenue increasing by 17% to £9.1m
and recurring revenue up by 41% to £8.4m. This growth was
principally driven by deals in Aerospace and Defence and
semiconductor manufacturing.
Performance metrics
|
H1 FY25
|
H1
FY24
|
Change
|
|
|
|
|
Annual recurring revenue (ARR) £m
|
74.6
|
69.3
|
8%
|
Net revenue retention (NRR)
|
110%
|
112%
|
|
Gross margin
|
83%
|
78%
|
|
R&D expenditure as % of revenue
|
40%
|
39%
|
|
Sales and marketing spend as % of revenue
|
40%
|
39%
|
|
Adjusted admin expenses as % of revenue
|
23%
|
19%
|
|
Adjusted EBITDA margin
|
8%
|
13%
|
|
Annual recurring revenue (ARR)
increased by 8% to £74.6m (H1 FY24: £69.3m), with net revenue
retention (NRR) of 110% (H1 FY24: 112%), or 112% at constant
currency. ARR is converted at the exchange rate prevailing at
the end of the period, whereas NRR is converted based on the
average rate for the period.
In line with our strategy, we
continued to prioritise our investments in R&D and
go-to-market.
First
Derivative
|
H1 FY25
|
H1
FY24
|
Change
|
|
£m
|
£m
|
|
Revenue
|
78.8
|
89.1
|
(12%)
|
Gross profit
|
19.2
|
23.1
|
(17%)
|
Adjusted EBITDA
|
7.2
|
9.4
|
(23%)
|
First Derivative revenues declined
12% to £78.8m (H1 FY24: £89.1m), reflecting the anticipated ongoing
challenging market conditions with customer caution and the
lengthened sales cycles we reported in the previous period
continuing.
Performance metrics
|
H1 FY25
|
H1
FY24
|
|
|
|
Gross margin
|
24%
|
26%
|
Adjusted EBITDA margin
|
9%
|
11%
|
Through a continued focus on cost
control, we successfully mitigated some of the impact of the
revenue decline on the First Derivative gross margin and adjusted
EBITDA margin, which was also of benefit to the overall Group
performance.
Group performance
Adjusted EBITDA
The table below provides a
reconciliation of operating loss to adjusted EBITDA. Notably, we
incurred £4.5m in restructuring and non-operational costs in the
period primarily relating to the organisational restructure and the
divestment of the FD division (£2.8m), as well as restructuring
within the KX division (£1.7m). The decline in share-based payment
costs reflected options lapsing. The increase in depreciation and
amortisation reflects the expected flow of previously capitalised
R&D expenditure.
|
H1 FY25
|
|
H1
FY24*
|
|
£m
|
|
£m
|
|
|
|
|
Operating (loss) / profit
|
(6.7)
|
|
1.5
|
Restructure and non-operational
costs
|
4.9
|
|
2.1
|
Share-based payment and related
costs
|
0.8
|
|
1.5
|
Depreciation and
amortisation
|
11.5
|
|
9.0
|
|
|
|
|
Adjusted EBITDA
|
10.5
|
|
14.2
|
|
|
|
|
*FY24 has been restated excluding discontinued operations
(MRP)
Loss before tax
The adjusted loss before tax was
£3.1m (H1 FY24: profit £3.4m), principally reflecting the lower
adjusted EBITDA and the increase in software amortisation costs
flowing through from previous years' investment in
R&D.
The Group reported a loss before
tax of £11.1m (H1 FY24: £1.6m). In addition to those factors that
influenced the adjusted EBITDA, outlined above, this result was
also affected by the inclusion of the share of loss of associate
related to MRP. In H1 we continued to make progress with aligning
capitalised R&D costs and amortisation of software development
costs, with amortisation now c80% of capitalised R&D costs (H1
FY24: 52%).
The reconciliation of adjusted
EBITDA to reported loss before tax from continuing operations is
provided below.
|
H1 FY25
|
|
H1
FY24*
|
|
£m
|
|
£m
|
Adjusted EBITDA
|
10.5
|
|
14.2
|
Adjustments for:
|
|
|
|
Depreciation
|
(2.6)
|
|
(2.5)
|
Amortisation of software
development costs
|
(8.8)
|
|
(6.3)
|
Net financing costs
|
(2.2)
|
|
(2.0)
|
|
|
|
|
Adjusted (loss)/profit before
tax
|
(3.1)
|
|
3.4
|
|
|
|
|
Adjustments for:
|
|
|
|
Amortisation of acquired
intangibles
|
(0.1)
|
|
(0.2)
|
Share based payment and related
costs
|
(0.8)
|
|
(1.5)
|
Restructure and non-operational
costs
|
(4.9)
|
|
(2.1)
|
Loss on foreign currency
translation
|
(0.4)
|
|
(1.0)
|
Share of loss of
associate
|
(1.9)
|
|
-
|
Profit on disposal of
associate
|
-
|
|
0.1
|
Net financing costs
|
-
|
|
(0.2)
|
|
|
|
|
|
|
|
|
Reported loss before tax from continuing
operations
|
(11.1)
|
|
(1.6)
|
|
|
|
|
|
|
|
|
*
Reported loss before tax has been restated excluding loss before
tax from discontinued operations of £3.7m (H1 FY24: £2.9m)
(Loss)/earnings per share
The table below provides a
reconciliation of the calculation of the adjusted loss after tax of
£2.3m, which compares with an adjusted profit of £1.2m in H1 FY24.
As a result, the adjusted diluted loss per share for the period is
8.1 pence compared to the adjusted diluted earnings per share of
4.4 pence in H1 FY24.
|
H1 FY25
|
|
H1
FY24
|
|
£m
|
|
£m
|
Reported loss before tax from continuing
operations
|
(11.1)
|
|
(1.6)
|
Tax
|
(0.7)
|
|
(1.1)
|
Loss from discontinued
operations
|
(3.7)
|
|
(3.5)
|
|
|
|
|
Reported loss after tax
|
(15.4)
|
|
(6.2)
|
|
|
|
|
Adjustments from loss before tax (as
per the table above)
|
8.0
|
|
5.0
|
Tax effect of adjustments
|
(0.6)
|
|
(1.1)
|
Loss from discontinued
operations
|
3.7
|
|
3.5
|
Discrete tax items
|
2.1
|
|
-
|
|
|
|
|
|
|
|
|
Adjusted (loss)/profit after tax
|
(2.3)
|
|
1.2
|
|
|
|
|
Weighted average number of ordinary
shares (diluted)
|
28.2m
|
|
28.1m
|
|
|
|
|
Reported LPS (diluted)
|
(54.6p)
|
|
(22.2p)
|
Adjusted (LPS)/EPS
(diluted)
|
(8.1p)
|
|
4.4p
|
Cash generation and net debt (excluding lease
liabilities)
The Group generated £12.2m of cash
from operating activities, representing an 116% conversion of
adjusted EBITDA (H1 FY24: 57%). We continue to focus on efficient
cash collection and overall working capital management.
At the end of the period, we had a
net debt position of £19.8m. We summarise the factors impacting the
movement in net debt (excluding lease liabilities) in the table
below. For the period, these included an improvement in cash
collection, lower capitalised intangible assets, a loss from
disposal of associate and a higher debt interest charge.
|
H1 FY25
|
|
H1
FY24
|
|
£m
|
|
£m
|
Opening net debt (excluding lease
liabilities)
|
(14.4)
|
|
(3.7)
|
Cash generated from operating
activities before non-operational IT expenses
|
12.6
|
|
10.6
|
Non-operational IT
expenses
|
(0.4)
|
|
(2.5)
|
Cash generated from operating
activities
|
12.2
|
|
8.1
|
|
|
|
|
Taxes paid
|
(1.0)
|
|
(2.3)
|
Capital expenditure: property,
plant and equipment
|
(0.3)
|
|
(0.3)
|
Capital expenditure: intangible
assets
|
(11.4)
|
|
(12.6)
|
(Acquisition)/disposal of associate
and investment in other investments
|
(1.7)
|
|
2.8
|
Issue of new shares
|
0.8
|
|
0.1
|
Interest, foreign exchange and
other
|
(3.8)
|
|
(2.8)
|
|
|
|
|
Closing net debt (excluding lease
liabilities)
|
(19.8)
|
|
(10.8)
|
|
|
|
|
|
|
|
|
Our banking facility 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 £35.0m (H1 FY24: £28.3m) adjusted for depreciation and
amortisation of £11.5m (H1 FY24: £9.0m), share based payments and
related costs of £0.8m (H1 FY24: £1.5m), restructure and
non-operational costs of £4.9m (H1 FY24: £2.1m), impairment loss on
trade and other receivables £0.5m (H1 FY23: £0.6m) and other income
£0.2m (H1 FY23: £0.0m).
Consolidated statement of comprehensive income
(unaudited)
Six months ended 31 August
|
|
2024
|
|
2023
restated*
|
|
Note
|
£'000
|
|
£'000
|
Continuing operations
Revenue
|
3 &
4
|
118,245
|
|
126,758
|
Cost of sales
|
|
(66,188)
|
|
(74,461)
|
Gross profit
|
|
52,057
|
|
52,297
|
Operating costs
|
|
|
|
|
Research and development
costs
|
|
(15,890)
|
|
(15,177)
|
- of which capitalised
|
|
11,427
|
|
12,579
|
Sales and marketing costs
|
|
(18,911)
|
|
(19,233)
|
Administrative expenses
|
|
(35,031)
|
|
(28,350)
|
Impairment loss on trade and other
receivables
|
|
(530)
|
|
(593)
|
Total operating costs
|
|
(58,935)
|
|
(50,774)
|
Other income
|
|
210
|
|
7
|
Operating (loss)/profit
|
|
(6,668)
|
|
1,530
|
Finance income
|
|
77
|
|
40
|
Finance expense
|
|
(2,238)
|
|
(2,238)
|
Loss on foreign currency
translation
|
|
(352)
|
|
(1,035)
|
Net finance costs
|
|
(2,513)
|
|
(3,233)
|
Share of loss from
associate
|
|
(1,893)
|
|
-
|
Profit on disposal of
associate
|
|
-
|
|
88
|
Loss before taxation
|
|
(11,074)
|
|
(1,615)
|
Income tax expense
|
6
|
(662)
|
|
(1,116)
|
Loss for the period from
continuing operations
|
|
(11,736)
|
|
(2,731)
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
Loss after tax for the period from
discontinued operations
|
|
(3,658)
|
|
(3,497)
|
|
|
|
|
|
Loss for the period attributable
to owners of the Company
|
|
(15,394)
|
|
(6,228)
|
|
|
|
|
|
|
|
Pence
|
|
Pence
|
Loss per share
|
7
|
|
|
|
Basic
|
|
(54.6)
|
|
(22.2)
|
Diluted
|
|
(54.6)
|
|
(22.2)
|
* The comparative figures have been
restated to reflect the classification of MRP business as a
discontinued operation. The respective notes have also been
restated on this basis. Further detail can be found in note
15.
Consolidated balance sheet (unaudited)
|
|
As at
31 August
2024
|
|
As at
31 August
2023
|
|
As at
29 February
2024
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
|
12,499
|
|
22,151
|
|
14,581
|
Intangible assets and
goodwill
|
|
153,556
|
|
176,987
|
|
154,040
|
Other financial assets
|
|
6,728
|
|
8,337
|
|
7,642
|
Investment in associates
|
8
|
12,278
|
|
-
|
|
-
|
Trade and other
receivables
|
|
1,939
|
|
2,211
|
|
2,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
52,947
|
|
73,364
|
|
63,170
|
Current tax receivable
|
|
9,409
|
|
7,113
|
|
10,249
|
Cash and cash
equivalents
|
|
18,667
|
|
22,887
|
|
20,787
|
Assets classified as held for
sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
9
|
140
|
|
140
|
|
140
|
Share premium
|
|
105,171
|
|
104,119
|
|
104,120
|
Share option reserve
|
|
20,510
|
|
20,418
|
|
19,811
|
Fair value reserve
|
|
(1,649)
|
|
530
|
|
(723)
|
Currency translation adjustment
reserve
|
|
(3,559)
|
|
(119)
|
|
441
|
|
|
|
|
|
|
|
Equity attributable to owners of
the Company
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Loans and borrowings
|
10
|
46,023
|
|
45,135
|
|
44,086
|
Trade and other payables
|
11
|
3,848
|
|
4,522
|
|
4,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings
|
10
|
2,447
|
|
3,307
|
|
2,466
|
Trade and other payables
|
11
|
37,180
|
|
32,912
|
|
33,690
|
Deferred income
|
|
42,667
|
|
35,794
|
|
43,176
|
Current tax payable
|
|
91
|
|
1,044
|
|
1,075
|
Employee benefits
|
|
6,226
|
|
7,131
|
|
6,349
|
Liabilities classified as held for
sale
|
|
-
|
|
-
|
|
12,637
|
Current liabilities
|
|
88,611
|
|
80,188
|
|
99,393
|
Total liabilities
|
|
149,469
|
|
146,182
|
|
159,539
|
Total equity and
liabilities
|
|
278,658
|
|
334,651
|
|
306,523
|
Consolidated cash flow statement (unaudited)
Six months ended 31 August
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Cash flows from operating activities
|
|
|
|
Loss for the period
|
(15,394)
|
|
(6,228)
|
Adjustments for:
|
|
|
|
Net finance cost
|
2,512
|
|
3,910
|
Depreciation of property, plant
and equipment
|
2,631
|
|
3,229
|
Amortisation of intangible
assets
|
8,915
|
|
7,070
|
Equity-settled share-based payment
transactions
|
800
|
|
1,500
|
Loss on disposal of equity
investments
|
3,658
|
|
-
|
Profit on disposal of
associate
|
-
|
|
(88)
|
Share of loss from
associate
|
1,893
|
|
-
|
Loss on disposal of fixed
assets
|
-
|
|
-
|
Other income
|
(209)
|
|
-
|
Grant income
|
(1)
|
|
(8)
|
Tax expense
|
654
|
|
1,721
|
|
5,459
|
|
11,106
|
Changes in:
|
|
|
|
Trade and other
receivables
|
8,291
|
|
15,482
|
Trade and other payables and
deferred income
|
(1,555)
|
|
(17,192)
|
Cash generated from operating
activities
|
12,195
|
|
9,396
|
Taxes paid
|
(1,042)
|
|
(2,386)
|
Net cash from operating activities
|
11,153
|
|
7,010
|
Cash flows from investing activities
|
|
|
|
Interest received
|
77
|
|
40
|
(Acquisition)/disposal of
associate
|
(1,732)
|
|
3,005
|
Investment in other
investments
|
-
|
|
(249)
|
Acquisition of property, plant and
equipment
|
(334)
|
|
(279)
|
Acquisition of intangible
assets
|
(11,427)
|
|
(13,730)
|
Net cash used in investing activities
|
(13,416)
|
|
(11,213)
|
Cash flows from financing activities
|
|
|
|
Proceeds from issue of share
capital
|
793
|
|
64
|
Drawdown of borrowings
|
8,000
|
|
-
|
Repayment of borrowings
|
(3,791)
|
|
(4,907)
|
Payment of lease
liabilities
|
(1,527)
|
|
(1,645)
|
Interest paid
|
(2,254)
|
|
(2,526)
|
Loan issued to
associate
|
(434)
|
|
-
|
Net cash from/(used in) financing
activities
|
787
|
|
(9,014)
|
Net decrease in cash and cash equivalents
|
(1,476)
|
|
(13,217)
|
Cash and cash equivalents at 1
March
|
20,787
|
|
36,905
|
Effects of exchange rate changes
on cash held
|
(644)
|
|
(801)
|
Cash and cash equivalents at 31 August
|
18,667
|
|
22,887
|
|
|
|
|
Cash and cash equivalents at end
of year (continuing operations)
|
18,667
|
|
19,359
|
Cash and cash equivalents at end
of year (discontinued operations)
|
-
|
|
3,528
|
Notes to the Interim Results
1. General
information
FD Technologies plc ("FD
Technologies", the "Company" or the "Group") is a public limited
company incorporated and domiciled in Northern Ireland. The
Company's registered office is 3 Canal Quay, Newry BT35 6BP. This
condensed consolidated interim financial information was approved
for issue by the Board of Directors on 25 November 2024.
This condensed consolidated
interim financial information does not comprise statutory financial
statements within the meaning of section 434 of the Companies Act
2006. Statutory financial statements for the year ended 29 February
2024 were approved by the Board of Directors on 20 May 2024 and
delivered to the Registrar of Companies. The auditors reported on
those accounts: their report was unqualified, did not draw
attention to any matters by way of emphasis and did not contain a
statement under section 498(2) or (3) of the Companies Act
2006.
2. Accounting
policies
Basis of
Preparation
The annual financial statements
for the Group will be prepared in accordance with United Kingdom
adopted International Financial Reporting Standards. This condensed
consolidated interim financial information for the 6 months ended
31 August 2024 has been prepared in accordance with United Kingdom
adopted IAS 34, 'Interim financial reporting'. The interim
report does not include all the notes of the type normally included
in an annual financial report. Accordingly, this report is to be
read in conjunction with the annual financial statements for the
year ended 29 February 2024, which have been prepared in accordance
with UK-adopted IFRSs.
This condensed consolidated
interim financial information is unaudited and has not been
reviewed by the Company's Auditors. Except as described below they
have been prepared on accounting bases and policies that are
consistent with those used in the preparation of the financial
statements of the Company for the year ended 29 February
2024.
Going
concern
The directors are satisfied that
the Group has sufficient resources to continue in operation for the
foreseeable future, a period of not less than 12 months from the
date of this report. Accordingly, we continue to adopt the going
concern basis in preparing the condensed financial
statements.
Changes in accounting
policies
The following standards,
amendments and interpretations were effective for accounting
periods beginning on or after 1 January 2024 and these have been
adopted in the Group financial statements where
relevant:
· Amendments to IAS 1 Presentation of Financial Statements and
IFRS Practice Statement 2
· Amendments to IAS 7 Statement of Cash Flows
· Amendments to IFRS 7 Financial Instruments: Disclosures:
Supplier finance arrangements
· Amendments to IFRS 16
There are no other standards that
are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and
on foreseeable future transactions.
Critical accounting
estimates and judgements
The critical accounting judgements
and key sources of estimation uncertainty are consistent with the
Group financial statements for the year to 29 February 2024 and no
additional new uncertainties or estimation uncertainty have
arisen.
Information about critical
judgements in applying accounting policies that have the most
significant impact on the amounts recognised in the financial
statements are as follows:
·
In determining capitalised internally developed
software costs, management are required to apply judgement and
evaluate the technical and commercial feasibility of each product,
and the ability to yield future economic benefits, and assess the
likelihood of success and ability of the Group to complete each
product. Judgements are used in determining what costs meet the
requirement for capitalisation under IAS 38.
·
Management applies judgement in the recognition of
revenue, determining when performance obligations are satisfied and
control transferred. For software products provided as an annual
license, including the right to regular upgrades, judgement is
required when assessing whether the annual license is a separate
performance obligation from the provision of upgrades to the
customer. Management has assessed that the ongoing updates and
upgrades to the software are fundamental to the value of the
software and that without these updates the value of the software
will substantially deteriorate over time. Therefore, the annual
license and the updates and upgrades are combined as one
performance obligation and revenue is recognised over the life of
the license as the service is delivered.
• The Group
and Company have incurred sales and marketing costs and software
development costs in developing the KX business. As a result, the
Group and Company have tax losses being carried forward which
contribute to the Group and Company's deferred tax asset balances.
Management have forecasted that the Company and Group will generate
future taxable profits from the KX and FD trades against which
these deferred tax assets will be utilised.
The estimates that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are discussed below:
·
Under IFRS, goodwill on acquisitions is not
amortised but is tested for impairment on an annual basis.
Management has assessed goodwill for impairment based on the
projected profitability of the individual cash-generating unit to
which the goodwill relates. No impairments have been identified.
Other intangibles are being amortised and tested for impairment if
an indicator of impairment is identified.
•
Management has estimated the fair value of equity investments and
convertible loans. Management has reviewed recent market activity
and has applied a discounted cash flow valuation technique to
assess the fair value of the assets as at year end considering the
forecast revenue and EBITDA, together with forecast exit value
applying market multiples, discounted using a risk-adjusted
discount rate.
Management has assessed that there
are no other estimates or uncertainties as regards the future that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities recognised in the
financial statements.
Use of non-GAAP
measures - Adjusted
EBITDA
The Group believes that the
consistent presentation of adjusted earnings before interest, tax,
depreciation and amortisation (EBITDA), adjusted effective tax
rate, adjusted basic (loss)/earnings per share and adjusted diluted
(loss)/earnings per share provides additional useful information to
shareholders on the underlying trends and comparable performance of
the Group over time. Adjusted EBITDA is defined as results from
operating activities before restructure and non-operational costs,
share based payments and related costs, depreciation of property,
plant and equipment and amortisation of intangible assets, and
non-recurring dividend income from investments. Restructure and
non-operational costs relate to items that are considered
significant in size and non-operational in nature and include
one-off costs relating to restructuring and to address legacy
employee tax liabilities while on assignment and costs associated
with the management of our equity investment portfolio. The Group
uses adjusted EBITDA as an underlying measure of its performance. A
reconciliation between GAAP and underlying measures is set out in
note 5 Adjusted EBITDA.
3. Segmental
Reporting
Business
segments
The Group is organised into
operating segments (as identified under IFRS 8 "Operating
Segments") and generates revenue through the following
activities:
• KX - high-performance analytical database for AI-driven
innovation
• First Derivative (FD) -
driving digital transformation in financial services and capital
markets
• MRP (discontinued) -
Technology-enabled services for enterprise demand
generation
The chief operating decision maker
monitors the operating results of segments separately in order to
allocate resources between segments and to assess performance.
Segment performance is predominantly evaluated based on operating
profit before restructure and non-operational costs, share based
payment and related costs, depreciation and amortisation of
intangible assets ("adjusted EBITDA"). These costs are managed on a
centralised basis and therefore these items are not allocated
between operating segments for the purpose of presenting
information to the chief operating decision maker and accordingly
are not included in the detailed segmental analysis. Intersegment
revenue is not material and thus not subject to separate
disclosure.
Information about reportable segments
|
KX
|
FD
|
Total
|
|
MRP
(discontinued)
|
|
H1 2025
|
H1
2024
|
H1 2025
|
H1
2024
|
H1 2025
|
H1
2024
|
|
H1 2025
|
H1
2024
|
|
|
|
|
|
|
|
|
|
|
Revenue by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
3,318
|
4,807
|
7,213
|
9,374
|
10,531
|
14,181
|
|
-
|
(169)
|
Restructure and non-operational
costs
|
|
|
|
|
(4,853)
|
(2,141)
|
|
-
|
(757)
|
Share based payment and related
costs
|
|
|
|
|
(800)
|
(1,500)
|
|
-
|
-
|
Depreciation and
amortisation
|
|
|
|
|
(11,465)
|
(8,798)
|
|
-
|
(1,219)
|
Amortisation of acquired
intangibles
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit
|
|
|
|
|
(6,668)
|
1,530
|
|
-
|
(2,215)
|
Net finance costs
|
|
|
|
|
(2,513)
|
(3,233)
|
|
-
|
(676)
|
|
|
|
|
|
|
|
|
|
|
Profit on disposal of
associate
|
|
|
|
|
-
|
88
|
|
-
|
-
|
Loss on disposal of
investment
|
|
|
|
|
-
|
-
|
|
(3,658)
|
-
|
Share of loss from
associate
|
|
|
|
|
|
|
|
|
|
Loss before taxation
|
|
|
|
|
(11,074)
|
(1,615)
|
|
(3,658)
|
(2,891)
|
Geographical location
analysis
|
|
|
|
H1
2025
|
H1
2024
|
H1
2025
|
H1
2024
|
|
|
|
|
|
UK
|
35,040
|
37,838
|
1,217
|
1,860
|
EMEA
|
25,940
|
22,837
|
14,788
|
15,990
|
The Americas
|
46,507
|
52,197
|
63,402
|
86,583
|
|
|
|
|
|
Total
|
118,245
|
126,758
|
187,000
|
209,686
|
4. Revenue
Disaggregation of
revenue
|
|
|
|
|
H1
2025
|
H1
2024
|
H1
2025
|
H1
2024
|
H1
2025
|
H1
2024
|
|
|
|
|
|
|
|
Type of good or service
|
|
|
|
|
|
|
Sale of goods - perpetual
|
332
|
614
|
-
|
-
|
332
|
614
|
Sale of goods - recurring
|
37,199
|
32,881
|
-
|
-
|
37,199
|
32,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue
recognition
|
|
|
|
|
|
|
At a point in time
|
332
|
614
|
-
|
-
|
332
|
614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Adjusted
EBITDA
|
H1
2025
|
|
H1
2024 (restated)
|
|
£'000
|
|
£'000
|
Operating (loss)/profit
|
(6,668)
|
|
1,530
|
Restructure and non-operational
costs
|
4,853
|
|
2,141
|
Share based payment and related
costs
|
800
|
|
1,500
|
Depreciation and
amortisation
|
11,546
|
|
9,010
|
|
10,531
|
|
14,181
|
6. Tax
Expense
The total tax expense for the six
months ended 31 August 2024, including discrete items is £662k (H1
FY24: £1,116k). This tax charge equates to an effective tax rate of
(6.0%) (H1 FY24: (69.1%)) on continuing operations.
In the period ended 31 August 2024,
the group did not recognise any deferred tax asset in respect of
tax losses arising in the period, which reduced the tax expense for
the period by £1,549k.
From 1 April 2024 the enacted rate
of corporation tax is 25%. Deferred tax balances have been
calculated at this rate.
7. a) Loss per ordinary share -
from continuing and discontinued operations
Basic
The calculation of basic loss per
share at 31 August 2024 was based on the loss attributable to
ordinary shareholders of £15,394, (H1 FY24: £6,228k), and a
weighted average number of ordinary shares in issue of 28,170k (H1
FY24: 28,071k).
Loss per share from continuing
operations at 31 August 2024 is 41.7p (H1 FY24: 9.7p), based on the
loss attributable to ordinary shareholders from continuing
operations £11,736k (H1 FY24: £2,731k).
Diluted
The calculation of diluted loss per
share at 31 August 2024 was based on the loss attributable to
ordinary shareholders of £15,394k (2024: £6,228k) and a weighted
average number of ordinary shares after adjustment for the effects
of all dilutive potential ordinary shares of 28,170k (H1 FY24:
28,071k).
Diluted loss per share from
continuing operations at 31 August 2024 is 41.7p
(H1 FY24: loss per share 9.7p), based on
the loss attributable to ordinary shareholders from continuing
operations £11,736k (H1
FY24: £2,731k).
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 H1 FY25 and H1
FY24.
7. b)
Loss before tax per ordinary share
- from continuing and discontinued operations
Loss before tax per share is based
on loss before taxation of £14,732k (H1 FY24: £4,507k). The number
of shares used in this calculation is consistent with note 7(a)
above.
|
H1
2025
|
|
H1
2024
|
|
|
|
|
Basic loss before tax per ordinary
share
|
(52.2)
|
|
(16.1)
|
Diluted loss before tax per ordinary
share
|
|
|
|
Reconciliation from loss per
ordinary share to loss before tax per ordinary share:
|
H1
2025
|
|
H1
2024
|
|
|
|
|
Basic loss per share
|
(54.6)
|
|
(22.2)
|
Impact of taxation charge
|
|
|
|
Basic loss before tax per
share
|
|
|
|
Diluted loss per share
|
(54.6)
|
|
(22.2)
|
Impact of taxation charge
|
|
|
|
Diluted loss before tax per
share
|
|
|
|
Loss before tax per share is
presented to facilitate pre-tax comparison returns on comparable
investments.
7. c) Adjusted (loss)/earnings after tax
per ordinary share
The reconciliation of adjusted
earnings after tax per share is shown below:
|
H1
2025
|
|
H1
2024
(restated)
|
|
£'000
|
|
£'000
|
Loss after tax
|
(15,394)
|
|
(6,228)
|
|
|
|
|
Amortisation of acquired intangibles
after tax effect
|
81
|
|
186
|
Share based payments after tax
effect
|
800
|
|
1,133
|
Restructure and non-operational
costs after tax effect
|
4,350
|
|
1,733
|
Profit on disposal of associate
after tax effect
|
-
|
|
(88)
|
Share of loss of associate after tax
effect
|
1,893
|
|
-
|
Loss on foreign currency translation
after tax effect
|
263
|
|
781
|
Finance costs after tax
effect
|
-
|
|
208
|
Discrete items for tax
|
2,066
|
|
-
|
Loss after tax from discontinued
operations
|
3,658
|
|
3,497
|
Adjusted (loss)/profit after
tax
|
(2,284)
|
|
1,222
|
The number of shares used in this
calculation is consistent with note 7(a) above.
|
H1
2025
|
|
H1
2024
(restated)
|
|
Pence
|
|
|
Adjusted basic (loss)/earnings after
tax per ordinary share
|
(8.1)
|
|
4.4
|
Adjusted diluted (loss)/earnings
after tax per ordinary share
|
|
|
|
8. Investment in
associate
At 1 March 2024, the Group held a
49% interest in pharosIQ following the disposal of the MRP Group as
referenced in note 16. Consideration was in the form of
shares and a loss on disposal of £3,658k was recognised in the
current period.
At the reporting date the
investment in associate was carried at £12,278k and included £434k
loan advance repayable within 6 months.
9. Share
capital
During the period the Group issued
131,485 shares as part of share-based compensation for employees
and remuneration. These increased the number of shares in issue
from 28,088,156 as at 29 February 2024 to 28,219,641.
The holders of ordinary shares are
entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the
Company.
10. Loans and borrowings
|
31 August
2024
|
|
29
February 2024
|
|
£'000
|
|
£'000
|
Current liabilities
|
|
|
|
Secured bank loans
|
-
|
|
-
|
Lease liabilities
|
2,447
|
|
2,466
|
|
2,447
|
|
2,466
|
Non-current liabilities
|
|
|
|
Secured bank loans
|
38,456
|
|
35,200
|
Lease liabilities
|
7,567
|
|
8,886
|
|
46,023
|
|
44,086
|
Our banking facility comprises a
£130m revolving credit facility, with an interest rate payable of
SONIA/SOFR plus a margin range of 1.85% to 2.85%.
11. Trade and other payables
|
31 August
2024
|
|
29
February 2024
|
|
£'000
|
|
£'000
|
Current liabilities
|
|
|
|
Trade payables
|
4,416
|
|
8,014
|
Other payables
|
15,306
|
|
13,044
|
Accruals
|
15,841
|
|
10,925
|
Government grants
|
1,617
|
|
1,707
|
|
37,180
|
|
33,690
|
|
31 August
2024
|
|
29
February 2024
|
|
£'000
|
|
£'000
|
Non-current liabilities
|
|
|
|
Government grants
|
3,848
|
|
4,498
|
|
3,848
|
|
4,498
|
12. Financial instruments
Fair
values
a)
Accounting classifications and fair values
Group
The following table shows the
carrying amounts and fair values of financial assets and
liabilities. The carrying amount of all financial assets and
liabilities not measured at fair value is considered to be a
reasonable approximation of fair value.
|
Carrying
value
|
|
|
|
FVPL
|
FVOCI
|
Financial
assets at
amortised
cost
|
Other
financial
liabilities
|
Total
|
Fair value
|
|
31
August 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Level
|
Financial assets measured at fair value
|
|
|
|
|
|
|
|
Equity securities
|
-
|
980
|
-
|
-
|
980
|
980
|
1
|
Equity securities
|
-
|
5,748
|
-
|
-
|
5,748
|
5,748
|
3
|
Associate
|
-
|
12,278
|
-
|
-
|
12,278
|
12,278
|
3
|
Convertible loans
|
83
|
-
|
-
|
-
|
83
|
83
|
3
|
|
83
|
19,006
|
-
|
-
|
19,089
|
19,089
|
|
Financial assets not measured at
fair value
|
|
|
|
|
|
|
|
Trade and other receivables1
|
-
|
-
|
49,630
|
-
|
49,630
|
|
|
Cash and cash equivalents1
|
-
|
-
|
18,667
|
-
|
18,667
|
|
|
|
-
|
-
|
68,297
|
-
|
68,297
|
|
|
Financial liabilities not measured at
fair value
|
|
|
|
|
|
|
|
Secured bank loans1
|
-
|
-
|
-
|
(38,456)
|
(38,456)
|
|
|
Trade and other payables1
|
-
|
-
|
-
|
(59,417)
|
(59,417)
|
|
|
|
-
|
-
|
-
|
(97,873)
|
(97,873)
|
|
|
1 Fair value not disclosed as the carrying amounts are
considered to be a reasonable approximation of fair
value.
|
Carrying value
|
|
|
|
FVPL
|
FVOCI
|
Financial
assets at
amortised
cost
|
Other
financial
liabilities
|
Total
|
Fair value
|
|
29 February 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Level
|
Financial assets measured at fair value
|
|
|
|
|
|
|
|
Equity securities
|
-
|
962
|
-
|
-
|
962
|
962
|
1
|
Equity securities
|
-
|
6,680
|
-
|
-
|
6,680
|
6,680
|
3
|
Convertible loans
|
83
|
-
|
-
|
-
|
83
|
83
|
3
|
|
83
|
7,642
|
-
|
-
|
7,725
|
7,725
|
|
Financial assets not measured at
fair value
|
|
|
|
|
|
|
|
Trade and other
receivables1
|
-
|
-
|
60,188
|
-
|
60,188
|
|
|
Cash and cash
equivalents1
|
-
|
-
|
20,787
|
-
|
20,787
|
|
|
|
-
|
-
|
80,975
|
-
|
80,975
|
|
|
Financial liabilities not measured at
fair value
|
|
|
|
|
|
|
|
Secured bank
loans1
|
-
|
-
|
-
|
(35,200)
|
(35,200)
|
|
|
Trade and other
payables1
|
-
|
-
|
-
|
(61,348)
|
(61,348)
|
|
|
|
-
|
-
|
-
|
(96,548)
|
(96,548)
|
|
|
1 Fair value not disclosed as the carrying amounts are
considered to be a reasonable approximation of fair
value.
b)
Measurement of fair values
Group
Outside of external market events
that showed a material change to the fair value of investment
valuations, as reflected in the table below, no other indicators
have arisen from the valuation model to indicate a change to the
measurement of fair values of investments.
Reconciliation of Level 3 fair value:
Group
|
Convertible
|
|
Unquoted
|
|
loans
|
|
equities
|
|
£'000
|
|
£'000
|
Balance at 1 March 2024
|
83
|
|
6,680
|
Purchases
|
-
|
|
-
|
Disposals
|
-
|
|
-
|
Adjustments to fair
value
|
-
|
|
(932)
|
Foreign exchange gain
|
-
|
|
-
|
Balance at 31 August 2024
|
83
|
|
5,748
|
|
Convertible
|
|
Unquoted
|
|
loans
|
|
equities
|
|
£'000
|
|
£'000
|
Balance at 1 March 2023
|
283
|
|
8,470
|
Transfer to Level 1
|
1,500
|
|
250
|
Disposals
|
-
|
|
-
|
Adjustments to fair
value
|
-
|
|
(3,740)
|
Transfers
|
(1,700)
|
|
1,700
|
Foreign exchange gain
|
-
|
|
-
|
Balance at 29 February
2024
|
83
|
|
6,680
|
13. Subsequent Events Note
On 7 October 2024 following
conclusion of the structural review process and after extensive
discussions with shareholders, the Board announced the proposed
divestment of the First Derivative business to EPAM Systems Inc.
(EPAM) for an enterprise value of £230m on a cash-free debt-free
basis, with this divestment now expected to complete on 2 December
2024. On 7 October 2024 the First Derivate business met the
criteria of an asset held for sale, and following completion of the
deal the First Derivative business will be presented as
discontinued operations at the year end. The First Derivative business is reported under IFRS 8 as a
separate reportable segment and presented in note
3. EPAM is a leading digital
transformation services and product engineering company. Since
1993, it has used its software engineering expertise to become a
leading global provider of digital engineering, cloud and
AI-enabled transformation services.
14. Interim Report
Copies can be obtained from the
Company's head and registered office: 3 Canal Quay, Newry, Co.
Down, BT35 6BP and are available to download from the Company's web
site www.fdtechnologies.com.
15. Responsibility Statement
The Directors confirm that to the
best of their knowledge:
a) the condensed set of financial
statements has been prepared in accordance with UK-adopted IAS 34
'Interim Financial Reporting';
b) the interim management report
includes a fair review of the information required by DTR 4.2.7R
(indication of important events and their impact during the first
six months and description of principal risks and uncertainties for
the remaining six months of the year); and
c) the interim management report
includes a fair review of the information required by DTR 4.2.8R
(disclosure of related parties' transactions and changes
therein).
The Directors are responsible for
the maintenance and integrity of the Company's website. Legislation
in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
The Directors of FD Technologies
plc are listed in the Company's Report and Accounts for the year
ended 29 February 2024. A list of current Directors is maintained
on the FD Technologies plc website: www.fdtechnologies.com.
16. Discontinued operations
On 1 March 2024, the Group
announced that it had agreed to an all-share merger of its MRP
business with CONTENTgine. FD Technologies Group own 49% of the
combined entity, which has been recorded as an associate investment
during H1 2025. The MRP business was classified as a discontinued
operation as at 31 August 2024, as such balances relating to MRP
have been restated as discontinued operations for H1 2024
comparatives. Currency translation gains associated with the MRP
business total £775k and have been transferred to retained earnings
on disposal.
Results of discontinued operations
The results of MRP group as a
discontinued operation are as below:
|
H1 2025
|
|
H1 2024
|
|
£'000
|
|
£'000
|
Revenue
|
-
|
|
15,714
|
|
|
|
|
Expenses
|
-
|
|
(17,929)
|
Results from operating
activities
|
-
|
|
(2,215)
|
Net finance costs
|
-
|
|
(676)
|
Loss before tax from discontinued
operations
|
-
|
|
(2,891)
|
Attributable income tax
|
-
|
|
(606)
|
Loss on disposal of
investment
|
(3,658)
|
|
-
|
Loss from discontinued operations,
net of tax
(attributable to the owners of the
Group)
|
(3,658)
|
|
(3,497)
|
|
|
|
|
Cash flows used in discontinued operations
|
H1 2025
|
|
H1 2024
|
|
£'000
|
|
£'000
|
Net cash outflow from operating
activities
|
-
|
|
1,248
|
Net cash outflow from investing
activities
|
-
|
|
(1,176)
|
Net cash outflow from financing
activities
|
-
|
|
(566)
|
Net cash outflows for the
year
|
-
|
|
(494)
|
Effects of exchange rate changes
on cash held
|
-
|
|
(95)
|
Opening cash and cash
equivalents
|
-
|
|
4,117
|
Closing cash and cash
equivalents
|
-
|
|
3,528
|
|
|
|
|
17. Forward looking statements
The financial information
contained in this announcement has not been audited. Certain
statements made in this announcement are forward-looking
statements. Undue reliance should not be placed on such statements,
which are based on current expectations and are subject to a number
of risks and uncertainties that could cause actual results to
differ materially from any expected future results in
forward-looking statements.
The Company accepts no obligation
to publicly revise or update these forward-looking statements or
adjust them to future events or developments, whether as a result
of new information, future events or otherwise, except to the
extent legally required.