Fidessa Announcements
Final Results
11 February 2008 07:00:42
Fidessa Group PLC
11 February 2008
11th February 2008
Fidessa group plc
Preliminary results for the year ended 31st December 2007
Fidessa reports strong organic growth and strong outlook
2007 2006 Organic Growth incl.
growth LatentZero
Revenue £135.0m £94.6m 28% 43%
Operating profit before
acquisition amortisation £18.3m £12.4m 38% 48%
Operating profit (IFRS) £16.6m £12.4m 38% 34%
Adjusted pre-tax profit* £19.4m £13.8m 41%
Pre-tax profit (IFRS) £17.1m £14.3m 20%
Adjusted diluted
earnings per share* 38.7p 29.4p 32%
Dividend per share 18.0p 13.1p 37%
Numbers for 2007 include LatentZero for the period post completion.
*Adjusted to remove the effect of acquisition intangibles amortisation, notional interest charge and
Touchpaper loan note repayments.
Organic numbers are those for the Fidessa business prior to the LatentZero acquisition.
Highlights for the year ended 31st December 2007:
? Strong organic growth; revenue up 28% and operating profit up 38%.
? Organic recurring revenue up 34%.
? Completed the acquisition of LatentZero on 27th April 2007, the first
major acquisition since the group floated in 1997.
? Fidessa LatentZero delivering good growth with integration
progressing well.
? Further progress in developing the Fidessa Connectivity Network with
58% growth.
? Completed name change to Fidessa, strengthening the product branding.
Commenting on these results and the current outlook, Chris Aspinwall, Chief
Executive, said:
"2007 has been a landmark year in the development of the Fidessa group. Across
the business we have continued to deliver strong organic growth throughout the
regions, and the acquisition of LatentZero at the end of April has transformed
the company into a major vendor to the buy-side as well as to the sell-side
community. In parallel, the investments we have been making to add derivative
functionality within our sell-side product offering, coupled with the
multi-asset strength of the LatentZero products, have firmly established Fidessa
as a key player in cross-asset trading.
During 2007, market conditions in both the buy-side and sell-side businesses
have remained strong. High levels of market activity have combined with the
regulatory changes introduced as a result of RegNMS in the US (Regulation
National Market System) and MiFID in Europe (Markets in Financial Instruments
Directive) to generate demand for high performance products and new compliance
tools. The strength of our products in delivering the required functionality,
combined with the market leading levels of performance they provide, has
positioned us well to benefit from these conditions.
Integration of the Fidessa LatentZero products has moved forward well and LTN
(the LatentZero Trading Network), which was launched in June, is already live
and supporting its first buy-side clients with orders for several hundred
connections already received. In addition, the connectivity within the Fidessa
Connectivity Network has continued to grow, and with 58% revenue growth during
2007, connectivity is now the fastest growing area within the business.
Looking ahead to 2008, we expect that demand for our services will remain strong
as customers look to maximise the efficiency of their workflow in order to
control costs, and further fragmentation of liquidity drives widespread use of
sophisticated execution tools. In addition, we believe that the recent market
changes will increase the pressure on both the buy-side and sell-side to
implement the market leading compliance tools that we offer. As a result, we
anticipate that performance will continue to be strong across the business in
2008. We expect that some of our customers may come under pressure during 2008
as a result of the current market conditions, but we have yet to see any impact
of this within our sales pipeline. In this respect, we shall maintain a watching
brief throughout 2008 and will react quickly to changes in market sentiment.
Looking further ahead, we are excited about the possibilities resulting from our
vision to provide cross-asset trading, market data and connectivity across both
the buy-side and sell-side. As in previous years, we will be continuing our
investment programme to bring more products to market, and to increase the value
we deliver to all our customers whilst developing further shareholder value
within the Fidessa group."
Financial Summary
The financial statements include the results of Fidessa LatentZero subsequent to
the completion of the acquisition on 27th April 2007.
In 2007 strong growth in revenue has been achieved with organic revenue up 28%
to £121.4 million, this growth being consistent across all regions. The overall
revenue, including the eight month contribution from Fidessa LatentZero, was up
43% to £135.0 million. Fidessa LatentZero delivered good revenue growth,
recording an annual increase of 17%. Recurring revenue continued to provide the
momentum in revenue growth, and grew organically by 34% to be 76% (2006: 72%) of
revenue. In Fidessa LatentZero the recurring revenue was approximately 50%,
which for the group as a whole resulted in recurring revenue being 72% of total
revenue. Looking at the breakdown of recurring revenue across our areas of
focus, indicative values for the year are that £61 million (2006: £48 million)
arose from sell-side trading, £10 million (2006: £0 million) from buy-side
trading, £19 million (2006: £12 million) arose from connectivity and £12 million
(2006: £8 million) from market data. The deferred revenue in the balance sheet
at the year end was £24.3 million (2006: £12.3 million), being 18% of 2007
revenue that can be recognised in 2008. Consultancy revenue from the existing
Fidessa activities increased by 12% to £29.5 million. Overall, consultancy now
represents 26% of total revenue.
Strong growth in operating profit has also been achieved. The organic operating
profit was up 38% to £17.1 million (2006:£12.4 million). This represents an
operating margin of 14.1% for 2007, up from 13.1% for 2006. Fidessa LatentZero
has also performed well delivering an operating profit of £1.2 million with an
operating margin of 9.1%, a material improvement from being loss making in
recent years. The overall profit before tax growth was impacted by the
amortisation of the acquisition intangibles of £1.8 million and the notional
interest charge of £0.8 million, but was still strong at 20%. Excluding these
acquisition adjustments and the Touchpaper repayments is considered to provide a
better measure of underlying profitability and resulted in profit before tax of
£19.4 million (2006: £13.8 million), an increase of 41%.
As anticipated in the interim report, the effective tax for the year has
increased and is 32.1%. The notional interest charge represented 1.6% of this
charge and was not deductible for tax. The group has significant tax deductibles
relating to share incentives that are recognised direct to reserves, rather than
through the income statement, which leads to the cash tax providing a better
indication of the underlying tax rate. The cash tax rate was 18.0% for 2007, an
improvement from 19.6% in 2006.
Diluted earnings per share, adjusted to exclude the notional interest charge,
amortisation of acquisition intangibles and Touchpaper repayments, which the
directors believe provides a better indication of the performance of the
business, were 38.7 pence for the year, an increase of 32% from 29.4 pence for
2006. The IFRS diluted earnings per share were 33.5 pence (2006: 30.9 pence), an
uplift of 8%. The Fidessa LatentZero acquisition has delivered a small increase
in earnings per share in the year, compared to an expectation that the
acquisition would be earnings neutral.
The total dividend is being increased by 37% to 18.0 pence. The final dividend,
if approved by shareholders, will be 12.0 pence, to be paid on 2nd June 2008 to
shareholders on the register on 2nd May 2008. The ex-dividend date will be 30th
April 2008.
The business continues to be strongly cash generative closing the year with net
cash of £24.8 million (2006: £40.0 million), with the major outflow in the year
being £26.3 million for the acquisition of Fidessa LatentZero. The net cash
generated from operating activities was £35.7 million, representing an operating
cash conversion rate of almost 200%.
Staff numbers have increased through the acquisition and also to service the
revenue growth and investment programmes. Over 20% of staff continues to be
dedicated to product development. The average headcount for the period was
1,027, up 42% from 722 in 2006. Staff numbers at 31st December 2007 had
increased to 1,160 from 850, an increase of 36%.
Operations
Sell-side Trading
Market conditions have remained strong for sell-side trading systems throughout
2007 with increased trading volumes and a rapidly changing market and regulatory
framework. This has caused our customers to expand their capabilities into new
markets, new regions and new asset-classes, whilst improving their compliance
monitoring and offering more comprehensive services to their clients. As a
result, we have seen strong demand for Fidessa around the world with nearly 50
new clients signing for our trading systems during 2007. At the same time, many
existing clients have extended the services they take from us in order to meet
the market demands, enabling us to develop the business further.
For sell-side firms, 2007 has been dominated by changes in market structure and
compliance requirements, first with the implementation of RegNMS in the US
followed closely by MiFID in Europe. Both of these changes have altered the
central market structure and we believe they will continue to cause changes to
the way in which the financial markets are traded for the next few years. In
Europe alone, more than 40 clients took components of the Fidessa MiFID suite
which covers compliance, client classification and smart order routing
capabilities, as well as upgrades to existing exchange gateways and data feeds,
and links to new trading venues. Fidessa's Execution Policy, Order Compliance
and Handling service secured well over 30 advance sales, and this trading and
market data repository will form the basis of a number of further product
releases during 2008. In the US the changes caused by RegNMS resulted in the
predicted increase in the number of liquidity venues, particularly with respect
to dark pools, although regional markets have not benefited as much as
originally expected. In Canada we have continued to make progress with four
additional sales of our Canadian trading platform which was launched at the end
of 2006, and we believe we are rapidly establishing a reputation as a premier
supplier to this market.
Changes in the markets and the current market conditions are resulting in
increased interest in Asian markets from our international customers. During
2007 we have seen a number of these customers setting up operations in the Asia
region and this has resulted in increased demand for our Asian trading
solutions. In response, many of the Asian markets are also updating their market
regulations and central systems allowing alternative trading systems and dark
pools to establish in the regions. In parallel, the volumes of trading and the
level of trading sophistication on the core Asian markets, such as Tokyo, have
continued to rise, further fuelling demand for the kind of products that we
offer.
Derivatives remains one of the fastest growing sectors within global capital
markets and has been particularly important with the volatility seen in the
global markets recently. Regulatory changes have also been making it easier for
investors to hold derivatives within their portfolios which has helped to
accelerate asset class convergence. This has been seen among a number of the
exchanges, such as NYSE/Euronext merger and Deutsche Borse/ISE, where the
mergers are leading to the creation of a number of global, multi-asset
exchanges. During 2007 Fidessa's multi-asset class sell-side solution has
continued to develop with more derivatives markets connected and six new sales
of derivative functionality across the sell-side customer base.
During 2007 we have seen more firms interested in taking additional consultancy
around their trading platform in order to gain competitive advantage from a more
customised service. We now believe that the market for this type of solution may
be larger than we had previously thought and there could be over 300 firms
globally that would be interested in pursuing this approach.
Looking forward to 2008, we expect that many of the themes we have seen in 2007
will continue. In particular, we expect to deliver more elements of our
compliance solutions, expand our market and regional coverage and extend our
multi-asset class support. These elements will work hand in hand with extensions
to our connectivity network and market data services and the expansion and
integration of our buy-side offerings.
Buy-side Trading
The market for buy-side software continues to be strong. With the recent market
volatility and increasing pressure on fund performance, many funds are looking
beyond equities in search of portfolio returns. Fidessa LatentZero's full
cross-asset class support positions the products well to take advantage of this
trend. The increase in the use of OTC derivatives in particular continues, and
Fidessa LatentZero's investment in this functionality over the past two years
now differentiates the products from competitors. As a result, a number of
Fidessa LatentZero's existing customers have also chosen to implement the
derivatives module.
The introduction of MiFID in Europe is driving asset managers to review their
front office processes as regulators start to enforce the new operational
requirements, which took effect in November 2007. MiFID, along with Fidessa
LatentZero's knowledge of local European markets, has resulted in a number of
new sales across the European region.
The buy-side adoption of electronic trading is also accelerating, with robust
connectivity between buy-side and sell-side a fundamental component. The
LatentZero Trading Network, underpinned by the established Fidessa Connectivity
Network, is gaining momentum, with the first customers now live, and several
more in Europe and North America going into production in the first quarter of
2008. The continued adoption of algorithmic trading and DMA (direct market
access) is driving demand for more trading functionality within Order Management
Systems and Fidessa LatentZero is the only vendor with a combined "OEMS" product
that provides both order management and trading capability. In addition to
institutional asset managers, the OEMS has attracted the interest of hedge
funds, where Fidessa LatentZero is now engaged in implementations in both North
America and Europe. Fidessa LatentZero was selected as the company to watch at
the Financial-i Leaders in Innovation Awards for its Minerva OEMS. A panel of
independent judges concluded that "Fidessa LatentZero has shown an ongoing
commitment to innovation that has significantly benefited clients".
Advanced Trading Tools
The increasing number of trading venues offering diverse pools of liquidity
coupled with the growing demand for more complex and sophisticated trading
strategies has created a growing need for advanced trading tools. This market
has expanded to the extent that Fidessa now offers a suite of advanced trading
tools that integrate with our trading products and can meet the complex demands
of our customers in this area.
In 2007 we continued the roll-out of Fidessa BlueBox, our algorithmic trading
engine, with launches of the solution in Europe and Asia. Fidessa BlueBox
supplements our existing Pairs, List and Wave trading tools to provide the
world's first AMS (Algorithmic Management System) which combines an algorithmic
trading solution that is fully-integrated with the client's trading and order
management system. Fidessa BlueBox has proved very popular with the marketplace
in 2007 and we now have over 30 clients contracted for it globally. We continue
to see a strong pipeline for Fidessa BlueBox for 2008, and we may also be
looking at the implementation of a partner programme where we provide an
independent and flexible environment through which third-party consultants can
develop and offer their own bespoke algorithms to the marketplace.
The regulatory changes of MiFID and RegNMS in Europe and the US respectively
have fuelled the growth of new trading venues and pools of liquidity and as
such, the need to hunt down liquidity and trade across multiple venues is now
more important than ever. To facilitate this, we have continued to expand our
price display and order routing capabilities to provide a comprehensive
cross-market solution, leveraging off our experience in North America. This
allows clients to see a virtual market encompassing all available liquidity for
an instrument in one consolidated display, and then to smart-route orders to
multiple venues, based on user defined criteria, in one simple action. This can
also combine with the next generation of algorithms which allow sweeping of both
opaque and displayed markets.
Fidessa is now at the forefront of providing advanced trading tools to our
target marketplace, and during 2008 we expect that demand for these tools will
continue to evolve and grow, and we believe we are well placed to capitalise on
these new opportunities as they arise.
Market Data
The ability to offer a fully integrated, low latency, market data service within
our trading applications has rapidly become a key strength of our product set
and differentiates us from many of our competitors around the world. The growth
of advanced trading activities, such as algorithmic trading in particular, has
fuelled the need for a fast and comprehensive data service that is tightly
integrated into our trading solutions. These sophisticated trading strategies
typically monitor and act on market price movements, which is why speed and
reliability of data is so vital.
The changing market landscape is also creating new demands for market data
related services and we are well placed to capitalise on these as they occur. In
2007 we saw the start of new regulations in Europe resulting from MiFID which
places various obligations on participants in the financial markets in that
region. In support of these we have extended our market data capabilities in
several areas and launched a number of data related services. For example, one
key aspect of MiFID requires brokers to seek out the best price from across
multiple trading venues for an instrument and to keep evidence of resulting
trades along with proof that they complied with the execution policy agreed with
their clients. In support of this we now offer users a consolidated view across
multiple markets allowing them to find available liquidity quickly and to
identify the best price. Additionally, we offer a market data capture and
storage service that records the prevailing market prices at the time the trade
is done, thus allowing our customers to comply with the regulation and
demonstrate adherence to their execution policy.
In 2007 we continued to invest in our market data systems to ensure they remain
best of breed in terms of performance and reliability. Use of the latest
technology is key to achieving this and we continue to keep our state-of-the-art
solution at the forefront of what is available. As well as conducting our own
tests, one of our leading clients has carried out its own extensive performance
and latency tests, independently verifying that our offering is indeed a market
leading solution. Our investment in our market data systems will continue in
2008 to ensure we remain a leading supplier in this area and to ensure our
solution continues to scale as data volumes from world markets increase.
During the last 12 months we have also continued to expand our global breadth of
coverage, extending the asset classes we cover with the addition of US
derivatives and commodity markets as well as adding to the list of exchanges we
cover in the Asia Pacific and Eastern European regions. Regulatory changes such
as MiFID and RegNMS have fuelled the emergence of new alternative trading venues
and we have added a number of these from across Europe and North America. This
investment in coverage is an on going process that will continue through 2008.
Our market data service was honoured with the "Systems in the City" Best
Information Service award for the third successive year in 2007, and the number
of users taking market data from us grew by around 40%.
Connectivity
As the level of electronic trade flow continues to increase, a comprehensive and
reliable connectivity service is becoming an ever more essential part of the
global trading environment. In part this is driven by the buy-side investment
community looking for broader market coverage and the ability to use more asset
classes, but is also driven by the sell-side brokers developing new systems to
allow them to offer more services. The growth of DMA and algorithmic trading
engines are just two examples of the increasingly sophisticated services that
more and more brokers are now offering.
Buy-sides are also demanding the ability to trade with a broad range of brokers
around the world so that they can use the services offered by the smaller niche
players, who provide local expertise and specialisation, as well as the larger
brokers providing global market reach. The brokers themselves want connectivity
that can give them access to as large a buy-side audience as possible.
Additionally, they then need links to all the exchanges and other liquidity
venues on which they wish to trade.
Providing and maintaining all this connectivity whilst ensuring any solution can
cope with the growth in trading volumes, is now a specialised skill and we
expect that the demand for comprehensive, proven connectivity solutions will
continue to grow. Based on the public domain FIX (Financial Information
eXchange) protocol and operated from our dedicated data centres around the
world, the Fidessa connectivity network has become one of the leading solutions
meeting the connectivity requirements of the financial markets community. With
connectivity prices starting from only $250 a month, we also believe we have one
of the most competitive connectivity solutions in the market. Following the
launch of LTN for the buy-side (which is underpinned by the Fidessa connectivity
network), we are now able to offer a managed connectivity solution which fully
integrates into the buy-side and sell-side product suites. This ability to offer
integrated access to both sides is unique to our business and is a significant
competitive advantage.
In 2007 we have continued to expand the number of brokers providing trading
services on our network, with over 250 firms offering an increasingly diverse
and sophisticated range of solutions for trading around the globe. The buy-side
community on our network has grown too over the last year and now stands at
around 1,500 firms. Traffic on the Fidessa connectivity network has increased
almost threefold and we now carry close to 100 million messages a month from
over 5,000 client connections. We are also seeing significant growth in the
derivatives flow across our network as part of our multi-asset initiative, and a
growing number of brokers now support this flow as well.
In addition to the growth in buy-side to sell-side connectivity, regulatory
changes in Europe (MiFID), the US (RegNMS) and in several Asian countries have
spawned a host of new liquidity venues, from crossing services to dark pools. As
a result, we have added 20 new trading gateways to the Fidessa service in the
last 12 months.
The growth in the Fidessa connectivity network has made connectivity the fastest
growing element within our business. We expect this will continue in 2008, with
further buy-side and sell-side firms joining our connectivity solution and
increasing volumes of transactions being sent across our network.
LatentZero Acquisition
On 27th April 2007 Fidessa completed the acquisition of LatentZero. Formed in
1999 and headquartered in the UK, LatentZero is a leading supplier of
front-office software to the asset management industry and counts several of the
world's largest asset management firms amongst its clients. With offices in
London, Boston, New York and Paris, LatentZero provides software for fund
manager decision support, order management, execution management and investment
compliance. LatentZero has set new standards for investment systems through its
unique combination of business knowledge, market vision and technology
innovation and its products are used to manage more than $8 trillion of assets,
across equity, fixed income, foreign exchange and derivatives. This acquisition
provides considerable strategic benefit to Fidessa, LatentZero and their
respective customers by providing, for the first time, the potential for true
integration of multi-asset buy-side and sell-side trading flows on a significant
scale. Furthermore, with the buy-side increasingly requiring sell-side style
trading tools integrated into their investment and order management processes
and the sell-side striving to deliver enhanced execution solutions to their
customers, both Fidessa and LatentZero will be able to leverage the other's
services within their own customer base.
Integration of the businesses has progressed well with the Fidessa LatentZero
buy-side brand already becoming established in the market. The Fidessa
LatentZero products have continued to enjoy considerable success in the markets
extending the range of customers from the largest buy-side firms to now include
hedge funds. The multi-asset nature of the products has been instrumental in
making progress in the hedge fund space. Building on the global base of Fidessa
we have also launched several new areas of integration including LTN, which is
rapidly becoming established as the de-facto connectivity solution within our
buy-side customer base. In addition, we have integrated our EMS technologies,
allowing the provision of an integrated OEMS as well as a stand alone EMS
solution and Fidessa market data is also available in the Fidessa LatentZero
product set. We are continuing to look at opportunities in Asia, where we
believe there is substantial potential interest in the Fidessa LatentZero
products and where Fidessa already has a well established base. We are also
investigating possible demand for a hosted buy-side solution, leveraging off the
hosting services provided by Fidessa, which we believe may be an increasingly
attractive option in the current market conditions.
Going forward we believe that the growing sophistication of both the buy-side
and the sell-side coupled with increasing regulatory burdens will continue to
fuel demand for automation of business flows on both sides. Additionally, we
believe there will be a growing need for rapid communication and additional
information flow between the two sides as well as increasing access to
alternative liquidity venues and trading strategies. Through the strength of its
products on both the buy-side and sell-side, we believe that Fidessa will be
ideally placed to meet this demand.
Lava Patent Lawsuit
The Annual Report for the year ended 31st December 2006 included a summary of
the history of the patent infringement claim brought by Lava Trading Inc1. In
this summary we confirmed that our view from the outset remains unchanged in
that we believe the case brought by Lava is without merit and we re-affirmed
that we would continue to defend our position vigorously. Our view as to the
merit of the case and our defence of it are unchanged. The process of discovery,
which we noted in the 2006 Annual Report had re-started, is continuing and we
are advised that in cases of this nature this process can take a significant
period of time.
1 Lava Trading Inc was acquired by Citigroup Inc in 2004.
Employees
On behalf of all Fidessa's shareholders the Board would like to extend its
sincere thanks to all employees. The strength and breadth of the Fidessa and
Fidessa LatentZero product ranges and their important position in today's
financial markets are a testament to their skill and dedication.
Outlook
Looking ahead to 2008, we expect that demand for our services will remain strong
as competition continues between market participants and customers look to
maximise the efficiency of their workflow in order to control costs. We also
expect that as a result of the structural changes seen within the markets in
2007, there will be further fragmentation of liquidity requiring widespread use
of sophisticated execution tools within both the sell-side and buy-side. In
addition, we believe that the recent market changes will increase the pressure
on customers to implement the market leading compliance tools and services we
offer both the buy-side and sell-side. As a result, we anticipate that
performance will continue to be strong across the business in 2008. We expect
that some of our customers may come under pressure during 2008 as a result of
the current market conditions, but we have yet to see any impact of this within
our sales pipeline. In this respect, we shall maintain a watching brief
throughout 2008 and will react quickly to changes in market sentiment.
Looking further ahead, we believe that our strategy of providing a global
integrated solution for cross-asset trading, market data and connectivity across
both the buy-side and sell-side leaves us in a unique and valuable position in
the market. We remain excited about the opportunities we see in both the
buy-side and sell-side as well as in the potential to develop new integrated
services which touch both sides. As in previous years, we will continue our
investment programme to bring more products to market, and to increase the value
we deliver to all our customers whilst developing further shareholder value
within the Fidessa group.
enquiries:
Chris Aspinwall, Chief Executive Edward Bridges/Hazel Stevenson, Financial Dynamics
Andy Malpass, Finance Director Tel: 020 7831 3113
Fax: 020 7831 6341
www.fidessa.com
Tel: 01483 206300
Fax: 01483 206301
Consolidated Income Statement
for the year ended 31st December 2007
2007 2007 2007 2006
Brought Acquisition Total Total
forward
activities
Note £'000 £'000 £'000 £'000
Revenue 2 121,402 13,627 135,029 94,637
Operating expenses before
amortisation of acquisition
intangibles 3 (104,703) (12,392) (117,095) (82,754)
Other operating income 376 - 376 470
Operating profit before
amortisation of acquisition
intangibles 17,075 1,235 18,310 12,353
Amortisation of acquisition
intangibles (1,755) -
Operating profit 16,555 12,353
Finance income 5 1,393 1,941
Finance cost - bank and other (32) -
Finance cost - notional interest
on contingent consideration (847) -
Total finance cost (879) -
Profit before income tax 17,069 14,294
Income tax expense 6 (5,472) (3,983)
Profit for the year 11,597 10,311
Basic earnings per share 7 34.4p 31.9p
Diluted earnings per share 7 33.5p 30.9p
Interim dividend paid 11 6.0p 4.3p
Final dividend proposed 11 12.0P 8.8p
Total dividend proposed
for the year 11 18.0P 13.1p
Consolidated Balance Sheet
at 31st December 2007
2007 2006
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 14,290 9,828
Intangible assets 10 77,318 9,922
Deferred tax assets 2,984 3,711
Other receivables 898 898
Total non-current assets 95,490 24,359
Current assets
Trade and other receivables 8 36,413 20,940
Income tax receivable 304 261
Cash and cash equivalents 24,820 40,069
Total current assets 61,537 61,270
Total assets 157,027 85,629
Equity
Issued capital 3,463 3,356
Share premium 16,488 15,715
Merger reserve 9,298 -
Cumulative translation adjustment (1,459) (1,466)
Retained earnings 44,147 36,841
Total equity 71,937 54,446
Liabilities
Non-current liabilities
Contingent consideration 10 11,759 -
Other payables 604 719
Deferred tax liabilities 6,810 931
Total non-current liabilities 19,173 1,650
Current liabilities
Contingent consideration 10 12,447 -
Trade and other payables 9 51,527 27,686
Current income tax liabilities 1,943 1,847
Total current liabilities 65,917 29,533
Total liabilities 85,090 31,183
Total equity and liabilities 157,027 85,629
Consolidated Statement of Changes in Shareholders' Equity
Note Issued Share Merger Translation Retained Total
capital premium reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1st January 2006 3,272 11,743 - (51) 27,241 42,205
Profit for the period from
the income statement - - - - 10,311 10,311
Currency translation
Adjustments - - - (1,415) - (1,415)
Total income and expense
for the period - - - (1,415) 10,311 8,896
Issue of shares - exercise
of options and warrants 84 3,972 - - - 4,056
Employee share incentive
charges 3 - - - - 735 735
Current tax recognised
direct to equity 6 - - - - 390 390
Deferred tax recognised
direct to equity 6 - - - - 1,428 1,428
Sale of own shares by
employee share trust - - - - 391 391
Dividends paid 11 - - - - (3,655) (3,655)
Balance at 1st January 2007 3,356 15,715 - (1,466) 36,841 54,446
Profit for the period from
the income statement - - - - 11,597 11,597
Currency translation
adjustments - - - 7 - 7
Total income and expense
for the period - - - 7 11,597 11,604
Issue of shares - acquisition 10 85 - 9,298 - - 9,383
Issue of shares - exercise
of options 22 773 - - - 795
Employee share incentive
charges 3 - - - - 809 809
Current tax recognised
direct to equity 6 - - - - 841 841
Deferred tax recognised
direct to equity 6 - - - - (871) (871)
Purchase of own shares by
employee share trust - - - - (514) (514)
Sale of own shares by
employee share trust - - - - 482 482
Dividends paid 11 - - - - (5,038) (5,038)
Balance at 31st December 2007 3,463 16,488 9,298 (1,459) 44,147 71,937
Consolidated Cash Flow Statement
for the year ended 31st December 2007
2007 2006
Note £'000 £'000
Cash flows from operating activities
Profit before tax 17,069 14,294
Adjustments for:
Staff costs - share incentives 3 809 735
Product development amortised 3 7,432 5,026
Depreciation of property, plant and equipment 3 6,008 4,458
Amortisation of acquisition intangibles 3 1,755 -
Amortisation of other intangible assets 3 471 367
(Gain)/loss on sale of property, plant and
equipment 3 (38) 32
Finance cost 879 -
Finance income 5 (1,393) (1,941)
Cash generated from operations before changes
in working capital 32,992 22,971
Movement in trade and other receivables (8,715) (2,715)
Movement in trade and other payables 14,475 8,031
Cash generated from operations 38,752 28,287
Income tax paid (3,073) (2,801)
Net cash generated from operating activities 35,679 25,486
Cash flows from investing activities
Acquisition of LatentZero (net of cash acquired) 10 (26,261) -
Purchase of property, plant and equipment (9,318) (6,210)
Proceeds from sale of property, plant
and equipment 54 8
Purchase of other intangible assets (1,303) (473)
Product development (11,024) (6,874)
Interest received 1,152 1,366
Proceeds from capital repayment of Touchpaper
"B" Loan Note 5 300 500
Net cash used in investing activities (46,400) (11,683)
Cash flows from financing activities
Proceeds from shares issued 795 4,056
Purchase of own shares by employee share trust (514) -
Proceeds from sale of own shares by employee
share trust 482 391
Repayment of borrowings (292) -
Interest paid (32) -
Dividends paid 11 (5,038) (3,655)
Net cash (used)/generated in financing activities (4,599) 792
Net (decrease)/increase in cash and cash equivalents (15,320) 14,595
Cash and cash equivalents at 1st January 40,069 26,120
Effect of exchange rate fluctuations on cash held 71 (646)
Cash and cash equivalents at 31st December 24,820 40,069
Notes To The Consolidated Financial Statements
1 Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) adopted for use in the European Union.
The financial information set out above does not constitute the company's
statutory accounts for the years ended 31st December 2007 or 2006. Statutory
accounts for 2006 have been delivered to the registrar of companies, and those
for 2007 will be delivered in due course. The auditors have reported on those
accounts; their reports were (i) unqualified, (ii) did not include references to
any matters to which the auditors drew attention by way of emphasis without
qualifying their reports and (iii) did not contain statements under section 237
(2) or (3) of the Companies Act 1985.
2 Segment reporting
The Group operates in one business segment; that of supply of software to
financial institutions. The operations are monitored by the geographic regions
of Europe, North America and Asia. Certain activities and costs are managed and
monitored centrally. Tax assets and liabilities, intangible assets resulting
from acquisitions and the intangible asset for product development capitalised
are excluded from segment assets and liabilities. The segment information in
respect of the regions is presented below.
North
For the year ended 31st December 2007 Europe America Asia Total
£'000 £'000 £'000 £'000
Segment revenue 69,211 49,522 16,296 135,029
Segment result 12,837 8,578 7,667 29,082
Product development amortised (7,432)
Acquisition intangibles amortised (1,755)
Central costs (3,340)
Operating profit 16,555
Capital additions 6,566 4,400 841 11,807
Depreciation and amortisation 3,533 2,445 501 6,479
Segment assets 44,376 25,799 7,594 77,769
Unallocated assets 79,258
Consolidated total assets 157,027
Segment liabilities 56,697 17,258 2,382 76,337
Unallocated liabilities 8,753
Consolidated total liabilities 85,090
North
For the year ended 31st December 2006 Europe America Asia Total
£'000 £'000 £'000 £'000
Segment revenue 48,746 32,610 13,281 94,637
Segment result 9,680 4,280 6,293 20,253
Product development amortised (5,026)
Central costs (2,874)
Operating profit 12,353
Capital additions 3,955 2,019 709 6,683
Depreciation and amortisation 2,664 1,791 370 4,825
Segment assets 51,985 14,078 6,190 72,253
Unallocated assets 13,376
Consolidated total assets 85,629
Segment liabilities 18,683 8,502 1,220 28,405
Unallocated liabilities 2,778
Consolidated total liabilities 31,183
3 Operating expenses
2007 2006
£'000 £'000
Staff costs - salaries 60,143 43,161
Staff costs - social security 5,639 4,355
Staff costs - pension 486 -
Staff costs - share incentives 809 735
Total staff costs 67,077 48,251
Amounts payable to subcontractors 4,092 2,901
Depreciation of property, plant and equipment 6,008 4,458
Amortisation of other intangible assets 471 367
Product development capitalised (11,024) (6,874)
Product development amortised 7,432 5,026
Communications and data 20,276 13,239
Operating lease rentals - property 4,317 3,556
Operating lease rentals - plant and machinery 57 27
(Gain)/loss on sale of property, plant and equipment (38) 32
Exchange losses 320 626
Other operating expenses 18,107 11,145
Operating expenses before amortisation
of acquisition intangibles 117,095 82,754
Amortisation of acquisition intangibles 1,755 -
Total operating expenses 118,850 82,754
Other operating income represents income from sublet office space.
Included in operating expenses are the direct costs of research and development
of £20,510,000 (2006 £12,265,000), which includes the amount capitalised above.
4 Staff numbers
The average number of people employed by the Group during the year was as
follows:
2007 2006
Number Number
Europe 559 398
North America 358 257
Asia 110 67
Total average staff numbers 1,027 722
At 31st December At 31st December
2007 2006
Number Number
Technical 619 479
Product development 260 175
Sales and marketing 128 79
Management and administration 153 117
Total staff numbers at 31st December 1,160 850
5 Finance income
2007 2006
£'000 £'000
Interest receivable on cash and cash equivalents 1,019 1,132
Interest received on Touchpaper "A" and "B"
Loan Notes 70 290
Other interest receivable 4 19
Capital repayment of Touchpaper "B" Loan Notes 300 500
Total finance income 1,393 1,941
6 Income tax expense
2007 2006
£'000 £'000
Current tax expense:
Current year domestic tax 675 1,453
Current year foreign tax 3,219 2,283
Adjustments for prior years (27) 122
Total current tax expense 3,867 3,858
Deferred tax expense:
Origination and reversal of temporary
differences 1,120 (421)
Adjustments to UK taxation rate in
respect of prior periods (40) -
Benefit and utilisation of tax losses 525 546
Total deferred tax expense 1,605 125
Total income tax expense in income statement 5,472 3,983
Reconciliation of effective tax rate 2007 2007 2006 2006
£'000 £'000
Profit before tax 17,069 14,294
Income tax using the domestic
corporation tax rate 30% 5,121 30% 4,288
Effective tax rates in foreign jurisdictions 901 439
Expenses not deductible for tax purposes 135 195
Tax incentives (757) (516)
Adjustments to UK taxation rate in respect
of prior periods (40) -
Tax credits utilised - (249)
Non-taxable items 139 (296)
Adjustment relating to prior years (27) 122
Tax expense and effective tax rate
for the year 32% 5,472 28% 3,983
Tax recognised directly in equity 2007 2006
£'000 £'000
Current tax credit relating to equity settled
share incentives (841) (390)
Deferred tax debit/(credit) relating to equity
settled share incentives 871 (1,428)
7 Earnings per share
Earnings per share have been calculated by dividing profit attributable to
shareholders by the weighted average number of shares in issue during the year,
details of which are below. The diluted earnings per share have been calculated
using an average share price of 1037p (2006 845p) for the year.
2007 2006
£'000 £'000
Profit attributable to shareholders 11,597 10,311
Add amortisation of acquisition intangibles 1,755 -
Less deferred tax on amortisation of acquisition
intangibles (526) -
Add notional interest on contingent consideration 847 -
Less gain relating to capital repayment of
Touchpaper "B" Loan Notes (300) (500)
Profit attributable to shareholders excluding
amortisation of acquisition intangibles, notional
interest and capital repayment 13,373 9,811
2007 2006
Number '000 Number '000
Weighted average number of shares in issue 34,264 33,026
Weighted average number of shares held by
the employee trusts (544) (711)
Shares used to calculate basic earnings per share 33,720 32,315
Dilution due to share options and warrants 872 1,037
Shares used to calculate diluted earnings per share 34,592 33,352
Basic earnings per share excluding amortisation of
acquisition intangibles, notional interest and
capital repayment 39.7p 30.4p
Diluted earnings per share excluding amortisation of
acquisition intangibles, notional interest and capital
repayment 38.7p 29.4p
Basic earnings per share on amortisation of acquisition
intangibles, notional interest and capital repayment (5.3)p 1.5p
Diluted earnings per share on amortisation of acquisition
intangibles, notional interest and capital repayment (5.2)p 1.5p
Basic earnings per share 34.4p 31.9p
Diluted earnings per share 33.5p 30.9p
8 Trade and other receivables
2007 2006
£'000 £'000
Trade receivables 29,637 16,739
Amount due from subsidiaries - -
Prepayments 3,375 1,973
Accrued revenue 1,545 1,184
Other receivables 1,856 1,044
Total trade and other receivables 36,413 20,940
9 Current liabilities; trade and other payables
2007 2006
£'000 £'000
Trade payables 4,048 2,176
Amount due to subsidiaries - -
Accrued expenses 20,170 11,084
Deferred revenue 24,286 12,276
Other taxes and social security 3,023 2,150
Total trade and other payables 51,527 27,686
10 Business combination
On 27th April 2007 the Group completed the acquisition of 100% of the equity of
LatentZero Limited, a world leading solution provider for multi-asset trading
systems, for a total consideration of up to £62.3 million (including £1.5
million of related costs and net of £1.6 million of discounting of the
contingent consideration). Consideration of £37.4 million was paid on
completion, comprising £28.0 million of cash and £9.4 million of ordinary shares
in Fidessa group plc; 852,239 shares were issued at a fair value of 1101p each,
being the closing mid-price on 27th April 2007. Further contingent consideration
of £25.0 million is expected to be paid and is dependent on the achievement of
performance objectives related to revenue, operating profit and order intake in
2007 and 2008. The total contingent consideration comprises £15.5 million of
cash and £9.5 million of ordinary shares in Fidessa group plc. The contingent
consideration has been discounted by £1.6 million, the unwinding of which will
be charged as notional interest in the income statement over the period up to
settlement.
If this acquisition had completed on 1st January 2007, the start of the period
being reported in these financial statements, the consolidated results for the
Group would have been revenue of £141,436,000, operating profit before share
incentive charges in LatentZero and amortisation of acquisition intangibles of
£18,270,000 and an operating profit of £16,248,000.
The goodwill arising on the acquisition results from the value of the assembled
workforce, the synergistic nature of the acquisition due to cross-selling
opportunities between the buy-side and sell-side clients, potential cost
savings, and the expected future growth.
Identifiable intangibles relate to the value of LatentZero's customer
relationships, brands and other marketing related intangibles and complete
technology.
The investment in LatentZero has been consolidated into the balance sheet at its
fair value at the date of acquisition. These fair values are provisional and
will be amended as necessary in light of subsequent knowledge or events to the
extent that these reflect conditions as at the date of acquisition.
Book Fair value
values to Group
£'000 £'000
Intangible assets (excluding goodwill) 2,704 17,600
Property, plant and equipment 919 1,186
Deferred tax assets/(liabilities) 892 (4,084)
Current assets 8,016 8,016
Cash and cash equivalents 3,286 3,286
Liabilities (10,845) (10,845)
Net assets 4,972 15,159
Goodwill arising on acquisition 47,129
Total consideration 62,288
Satisfied by:
Cash consideration 28,023
Shares issued 9,383
Provision for future consideration payable 23,358
Directly attributable costs 1,524
62,288
Net cash outflow arising on acquisition:
Cash consideration paid 28,023
Directly attributable costs paid 1,524
Cash and cash equivalents acquired (3,286)
26,261
11 Dividends
On 4th June 2007 the 2006 final dividend of 8.8 pence per share, £2,993,000,
(2006: final dividend for 2005 of 7.0 pence per share, £2,246,000) was paid. On
24th September 2007 the 2007 interim dividend of 6.0 pence per share,
£2,045,000, (2006: 4.3 pence per share, £1,409,000) was paid.
The directors propose a final dividend for 2007 of 12.0 pence per share,
£4,097,000, payable on 2nd June 2008 to shareholders on the register on 2nd May
2008, with an ex-dividend date of 30th April 2008. The dividend is subject to
approval by shareholders at the Annual General Meeting and has not been included
as a liability in these financial statements.
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