goal
- 05 Aug 2005 14:59
- 696 of 1253
CHAIRMAN'S STATEMENT
INTRODUCTION
A year ago I expressed confidence in the Group's ability to deliver a more
encouraging performance, confidence which has been borne out by results.
Turnover to 31 March 2005 increased by 72% to 19.4 million (2004: 11.3
million) whilst the loss reduced to 4.2 million (2004: 5.1 million).
Since the year end, and assuming the relevant resolutions are passed at an
Extraordinary General Meeting of the Company to be held on 8 August 2005,
shareholders will be subscribing for 4.0 million of new ordinary shares whilst
holders of 3.7 million of Loan Stock have indicated their intention to convert
their Loan Notes into ordinary shares as well.
The Board appreciates the support provided for the business and the confidence
it shows in our prospects. Once again the Chief Executive is committing
significant personal funds in the equity raising and Loan Stock conversion. New
shares are also being taken up by other members of the Board.
BUSINESS REVIEW
The acquisition of Mids & Horsey Limited in March 2004 provided the Group with a
modern production facility having accreditation from both Visa and Mastercard.
Consequently our Lewes factory was closed, enabling plant and equipment to be
shipped to Poland, contributing to a new joint venture with two Polish
companies, Ortis and Argo. Card production costs will be significantly lower
going forward in light of lower labour costs.
Our intellectual property activities enjoyed mixed fortunes. CardBASE
Technologies Limited, our Dublin based wholly owned subsidiary, acquired in July
2004, was at the heart of the Group's success in winning a significant contract
from Bracknell Forest Borough Council. This should pave the way towards further
business from the Local Authority marketplace in the smart/I.D. arena.
By contrast, we decided to cease further investment in OneEighty Software
Limited. Notwithstanding the many expressions of interest in the intended
Origin J product, unsustainable levels of cash were being consumed whilst a
commercially viable solution consistently failed to materialise. Closure costs
amounting to 0.9 million have been charged in the period under review.
BOARD AND MANAGEMENT
Martin Coles, Finance Director since 2003, relinquished his executive
responsibilities in February 2005 and resigned from the Board in July 2005.
Martin is pursuing a long-held ambition of running his own business in a
non-competing area and has left with our good wishes and thanks for the
fortitude and commitment which he brought to his role. In his place we welcomed
Stephen Mitchell in January 2005. Stephen has an entirely appropriate
background in technology companies for his new position.
Michael Stewart, Managing Director of ID Data Systems Limited and a main board
member since 2002, is also to establish his own business and will be retiring
from the Board at the Extraordinary General Meeting. He, too, has been
indefatigable in balancing the many conflicting demands of his role and he will
also leave with our very best wishes. His responsibilities will be absorbed by
the Chief Executive and his new management team.
For some time I have privately indicated my wish to stand down from the
Chairmanship and the Board. Now, having served for five years in the role, and
with the latest fund-raising about to be concluded, I have publicly announced
that intention in the Placing Circular. A new non-executive director
appointment will be made shortly and I expect to have secured my successor as
Chairman in the near future as well.
Peter Cox, the Company's founder, largest private shareholder and Chief
Executive, has worked tirelessly to deliver an improving performance. I extend
the Board's thanks to him and all our colleagues for their efforts in
challenging circumstances.
OUTLOOK
The strategy of the Board has been to acquire various businesses and with them
differing products to make us a complete card solution supplier in our chosen
sectors. With the acquisitions that have taken place, together with the setting
up of offshore manufacturing and rationalisation of our UK sites, the Group has
a tremendous opportunity to increase sales, reduce costs and make profit. The
Chief Executive's Review provides the detail which reinforces my confidence in
our future prospects.
JM BLACKBURN
Chairman
5 August 2005
CHIEF EXECUTIVE'S REVIEW
As our Chairman has stated, the last year has seen your company achieve
significant sales growth and reduced losses. But the year does not fully
reflect the considerable progress made in the development of the business, which
can deliver value to its shareholders and customers alike. The strategy of the
business is now focused on two sectors, card services and intellectual property
solutions for card management.
The Placing Circular indicated that operating cash inflow/ (outflow) for the
year was (1.6) million based on management information. However, due to the
fact that certain classifications are used in determining cash flows on a
statutory basis, which vary to the classifications used in the Management
Accounts, the statutory operating cash outflow is now only (1.1) million. The
cash balance on the Balance Sheet is unchanged from the March Management
Accounts.
CARD SERVICES
The Company designs, manufactures and personalises cards for the Retail,
Government and Bank/Financial markets.
Our financial market sales progress has been significant. The winning of major
contracts with Citigroup, for their launch of Chip & PIN bank cards, and GE
Capital has given us relationships with the world's two top card issuers.
The renewal of our contract for the Post Office Card Account with EDS through to
2010 was confirmation of our ability to manage and deliver the largest UK
Government contract for smart cards. This combined with our win of Bracknell
Forest Borough Council, a leading e-commerce council under the UK Government's
National Smart Card project, again reinforced our strength of offering and our
ability to tender for the National ID card with credibility.
In retail, we have again had an excellent year with contract renewals, the
launch of a unique key fob product and the re-issue of 11 million Tesco Club
cards with new branding together with the patented 22 million key fobs. The
advent of Gift cards also has given our business significant new opportunities
and is expected to follow the American model in becoming a core product in our
European sales. We have developed within card services a range of solutions
that differentiate us from our competitors.
INTELLECTUAL PROPERTY
The acquisition of CardBASE Technologies Ltd, the Dublin based software
business, in July 2004, signified our belief that many customers required
end-to-end solutions and that the future profitability of our business would be
enhanced by controlling the card processing on behalf of our clients.
On acquisition, CardBASE had four significant clients, ValuCard Nigeria, British
Airways, The Bank of England and St George's Bank in Australia, but a limited
prospect list. We believed that the historic issue for CardBASE had been its
lack of a total solution, including card supply and fulfilment.
Since acquisition, we have proved this point, with contract wins for full
solutions where we offered card products alongside the Card Management system
Mascot, E-purse and public key infrastructure (PKI) solutions from CardBASE.
The development of enhanced card management and transaction-related software
solutions will greatly enhance our margins and profile as a leading provider of
sophisticated software solutions through our channel marketing partners and
direct sales.
THE CHALLENGE FOR ID DATA AND THE MARKET PLACE
The challenge for ID Data is not simply growth but profitability. Your board
recognises that the value of our shareholders' investments will be greatly
enhanced following a move to profitability, thus this must be our primary
objective.
After five years, our industry is now showing dynamic growth and long awaited
profits. The scene is set for a period of high activity, the opportunity for ID
Data is to be the lowest cost producer in the industry with a product and
service range that wins business.
To this end, we have made significant investments that will deliver results.
ID DATA OPENS ITS CARD PRODUCTION PLATFORM TO POLAND
We signalled our intentions to develop a centre of excellence for low cost
production in Eastern Europe. I can now confirm that we have established a
Joint Venture in Poland, using plant from our former Lewes site, and production
will commence in August 2005.
Through this Joint Venture we will have the capacity to produce 150 million card
'bodies' per annum, for supply not only to our own personalisation centre in the
UK but also directly to other card companies and end users throughout Europe,
the Middle East and Africa.
This Joint Venture will have a significant effect on our UK cost base and allow
us to focus on winning more business in territories where previously we were not
competitive.
COST REDUCTIONS
We have already reduced our labour headcount over the last year by some 30%. We
will continue to seek additional cost savings of some 2.8 million by 2007
through initiatives including offshore manufacturing.
This cost reduction, combined with our desire to focus most of our UK production
into our new Petersfield secure facility, will offer further cost savings in
management and communications, and avoid duplication of resource, without
reducing our ability to grow and deliver sales.
I am pleased to announce that we have initiated a cost review programme and
identified opportunities to reduce costs further without adversely affecting the
service we offer.
POST-YEAR-END FINANCING, ENHANCING THE BALANCE SHEET BY 7.7 MILLION
ID Data needed to raise additional funds to cover its development and the
planned changes to our cost base, and to finance the development of our card
services business and losses in the acquired CardBASE business during its
transition to profitability.
The objectives of this fundraising were to bolster the balance sheet through the
injection of new equity, and conversion of long term debt. This will greatly
strengthen your company, and enlarge our shareholder base with further quality
institutional investors. The management will be taking 11% of the enlarged
capital base.
I must thank all of our existing and new investors for their support and assure
them that we, the management of the business, are working diligently to deliver
a healthy return.
PETER COX
CHIEF EXECUTIVE
5 AUGUST 2005
Consolidated Profit and Loss Account
For the year ended 31 March 2005
Note 2005 2004
Group and share of joint venture turnover
- Continuing operations 18,726,981 11,371,338
- Acquisition in year 866,223 -
Group and share of joint venture turnover 19,593,204 11,371,338
Less: share of joint venture turnover (215,383) (121,088)
Group turnover 19,377,821 11,250,250
Cost of sales (18,898,423) (11,484,029)
Gross profit / (loss) 479,398 (233,779)
Sales and distribution costs (1,167,503) (1,146,552)
Administrative expenses (2,493,198) (1,644,523)
Operating loss
- Continuing operations (2,631,222) (3,024,854)
- Acquisition in year (550,081) -
Operating loss (3,181,303) (3,024,854)
Group share of operating profit in joint venture 66,067 52,382
Group operating loss (3,115,236) (2,972,472)
Profit on sale of quoted investment - 97,799
Amount released against investment - 150,000
Exceptional item 3 (884,530) (1,828,029)
Loss before interest and taxation (3,999,766) (4,552,702)
Interest receivable and similar items 11,885 9,478
Interest payable and similar charges (438,618) (553,541)
Group share of interest payable in joint venture (9,577) (2,092)
Loss before taxation (4,436,076) (5,098,857)
Taxation 203,268 -
Retained loss after taxation (4,232,808) (5,098,857)
Basic loss per ordinary share (pence) 4 (1.4)p (2.4)p
Loss per share before exceptional costs (pence) (1.1)p (1.6)p
Consolidated Statement of Total Recognised Gains and Losses
For the year ended 31 March 2005
2005 2004
Loss for the financial year (4,232,808) (5,098,857)
Foreign exchange adjustment (20,183) -
Unrealised surplus on revaluation of investments - 415,000
Total recognised gains and losses for the year (4,252,991) (4,683,857)
Reconciliation of Movements in Group Shareholders' Funds
For the year ended 31 March 2005
2005 2004
Loss for the financial year (4,232,808) (5,098,857)
Foreign exchange adjustment (20,183) -
Unrealised surplus on revaluation of investments - 415,000
Issue of ordinary shares during the year 3,053,078 4,608,035
Net change in shareholders' funds (1,199,913) (75,822)
Shareholders' funds at 1 April 2,796,609 2,872,431
Shareholders' funds at 31 March 1,596,696 2,796,609
Post balance sheet event In May 2005 a subsidiary sold fixed assets to the
Polish Joint Venture generating a profit on disposal of 522,361. Under FRS 9
the profit realised by the group is 292,522. This transaction has not been
reflected in the results for the period as the Joint Venture company was only
legally formed in May 2005. If the sale had been taken into account as at 31
March 2005 the net assets would have been 1,889,218.
Consolidated Balance Sheet
As at 31 March 2005
2005 2004
Fixed assets
Intangible 3,619,708 1,008,746
Tangible 3,084,657 4,098,331
Investments 565,000 822,084
Investment in joint venture (TTi):
Share of gross assets 160,059 256,115
Share of gross liabilities (202,442) (354,985)
Share of net liabilities of joint venture (42,383) (98,870)
7,226,982 5,830,291
Current assets
Stocks 961,100 1,097,954
Debtors 3,084,648 3,786,420
Cash 59,908 1,237,274
4,105,656 6,121,648
Creditors: amounts falling due within one year (5,711,831) (4,354,017)
Net current (liabilities)/assets (1,606,175) 1,767,631
Total assets less current liabilities 5,620,807 7,597,922
Creditors: amounts falling due after more than one year (3,807,791) (3,401,313)
Provisions for liabilities and charges (216,320) (1,400,000)
Net assets 1,596,696 2,796,609
Called up share capital 3,176,071 2,739,917
Share premium account 21,109,963 20,451,437
Merger reserve 1,958,398 -
Revaluation reserve 415,000 415,000
Profit and loss account (25,062,736) (20,809,745)
Equity shareholders' funds 1,596,696 2,796,609
Post balance sheet event In May 2005 a subsidiary sold fixed assets to the
Polish Joint Venture generating a profit on disposal of 522,361. Under FRS 9
the profit realised by the group is 292,522. This transaction has not been
reflected in the results for the period as the Joint Venture company was only
legally formed in May 2005. If the sale had been taken into account as at 31
March 2005 the net assets would have been 1,889,218.
Consolidated Cash Flow
For the year ended 31 March 2005
2005 2004
Reconciliation of operating loss
to operating cash outflow
Operating loss (3,181,303) (3,024,854)
Amortisation of negative goodwill - (15,219)
Amortisation of purchased goodwill 312,250 4,997
Depreciation of tangible fixed assets 1,404,508 1,616,919
Decrease/(increase) in debtors 529,263 (335,000)
Decrease in stocks 151,034 986,206
Increase in creditors 785,126 153,422
Provision/(release) against investments 7,078 (50,134)
Cashflow arising from exceptional restructuring costs (1,183,680) (539,748)
Loss on disposal of fixed assets 45,610 61,973
Net cash outflow from operating activities (1,130,114) (1,141,438)
Returns on investments and servicing of finance (426,733) (546,155)
Capital expenditure (447,392) (487,466)
Acquisition of subsidiary undertaking (152,385) (3,280,663)
Increase in investments (290,000) (250,000)
Disposal of investment in quoted company - 1,097,799
Net cash outflow before financing (2,446,624) (4,607,923)
Financing 1,249,578 5,566,223
(Decrease)/increase in cash in the year (1,197,046) 958,300
Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year (1,197,046) 958,300
Repayment of lease finance 1,010,924 1,050,898
New finance leases (393,149) -
Increase in convertible loan stock - (3,385,689)
(Increase)/decrease in trade and other debt (1,099,073) 1,225,353
Change in net debt arising from cash flows (1,678,344) (151,138)
New finance leases - (213,085)
Issue of convertible loan stock (373,192) -
Conversion of convertible loan stock to ordinary shares - 151,250
Movement in net debt in the year 5 (2,051,536) (212,973)
Net debt at beginning of year (3,299,703) (3,086,730)
Net debt at end of year (5,351,239) (3,299,703)
Notes
1. PRELIMINARY STATEMENT
This preliminary statement, which has been agreed with the auditors, was
approved by the Board on 5 August 2005. It is not the company's statutory
accounts, which will be sent to shareholders shortly.
The auditors' report on the full financial statements for the year ended 31
March 2005 has yet to be signed. However, the auditors anticipate issuing in
due course an unqualified audit opinion thereon which will refer to the going
concern matter disclosed in note 2.
The statutory accounts for the year to 31 March 2004 received an unqualified
Auditors' Report and have been filed with the Registrar of Companies.
2. GOING CONCERN
During the year the Group incurred losses of 4,232,808 comprising 3,348,278
due to difficult trading conditions and 884,530 due to exceptional items,
resulting in the Group having net current liabilities of 1,606,175.
Subject to approval at the EGM by shareholders on 8 August 2005, 4 million will
be raised from the equity placing, and 3.7 million of Loan Stock will be
converted into shares reducing the interest charge by 260,000 per annum. The
funds raised will enable the group to regularise the position regarding overdue
creditors and provide additional working capital.
The Group is currently engaged in a further cost reduction programme, following
the formation of a manufacturing Joint Venture in Poland which was made to
improve competitiveness and facilitate a lower cost base. The directors believe
that these measures will be successful and will lead to the generation of
profits and positive cashflows for both the Group and the Company, although this
will ultimately be dependent on improved trading.
The directors believe they have considered all relevant information and have
concluded that it is appropriate to prepare these financial statements on a
going concern basis.
3. EXCEPTIONAL ITEMS
The exceptional item incurred in the year to 31 March 2005 of 884,530 relates
to the closure of OneEighty Software Limited which became a subsidiary of ID
Data Plc in May 2004 when 61% of the company's share capital was acquired on the
conversion of loan stock into shares of the company.
The exceptional item incurred in the year to 31 March 2004 of 1,828,029 related
to a provision of 1,400,000 in respect of closure costs of one of the company's
manufacturing sites and the consequential fundamental reorganisation of other
group manufacturing facilities and 428,029 in respect of fixed assets being
written down as a consequence of restructuring.
4. LOSS PER SHARE
Basic loss per share is calculated by dividing the Group's loss after taxation
of 4,232,808 (2004: 5,098,857) by the weighted average number of shares in
issue during the year of 306,733,205 (2004: 209,178,974).
Loss per share before exceptionals is calculated by dividing the Group's loss
before exceptionals of 3,348,278 (2004: 3,270,828) by the weighted average
number of shares in issue during the year of 306,733,205 (2004: 209,178,974).
No diluted earnings per share are presented as the effect of the exercise of
share options or the conversion of convertible loan stock would be to decrease
the loss per share.
5. ANALYSIS OF CHANGES IN NET DEBT
2004 Cash flows Non-cash 2005
Cash at bank and in hand 1,237,274 (1,177,366) - 59,908
Overdrafts (44,052) (19,680) - (63,732)
1,193,222 (1,197,046) - (3,824)
Trade debt facility (173,658) (1,099,073) - (1,272,731)
Finance leases (1,084,828) 617,775 - (467,053)
Convertible loan stock issued (3,234,439) - (373,192) (3,607,631)
(3,299,703) (1,678,344) (373,192) (5,351,239)
This information is provided by RNS
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