REG - FD Technologies PLC - Results for the 12 months ended 28 February 2025
03/06/2025 07:00
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RNS Number : 1245L FD Technologies PLC 03 June 2025
FD Technologies plc
("FD Technologies" or the "Group")
3 June 2025
Results for the 12 months ended 28 February 2025
Strong performance in FY25; prioritising efficient growth in FY26
Year to February (£m)(1) FY25 FY24 YoY (+/-)
ACV(2) added 18.0 13.5 +33%
ARR(3) 81.8 72.5 +13%
Revenue 80.7 79.1 +2%
Loss before tax from continuing operations (29.1) (20.3) NM
Net cash/(debt)(4) 55.1 (18.5) NM
Reported diluted loss per share (p) (94.2)p (74.9)p NM
Adjusted performance measures
Adj. EBITDA(5) 6.5 5.1 +27%
Cash EBITDA(6) (14.6) (18.8) NM
Adj. diluted loss per share (p) (48.9)p (39.5)p NM
Highlights
= KX continued to execute well in the second half of the year, delivering FY
bookings growth at the top end of our guidance range and ahead of consensus(7)
expectations, with £18.0 million annual ACV (FY24: £13.5 million), +33 per
cent YoY.
= KX achieved annual recurring revenue +13 per cent to £81.8 million (FY24:
£72.5 million), a significant milestone exceeding $100 million(8) for the
first time.
= As flagged in our March trading update, Cash EBITDA was ahead of previous
guidance and above the top end of consensus expectations with a loss of £14.6
million (FY24: loss of £18.8 million).
= Bookings growth during the period was driven by expansion with existing
financial services customers, and we expanded our market share in high-tech
semiconductor manufacturing. In addition, we secured new business among tier 2
hedge funds and investment banks, as well as in the aerospace and defence
sector.
= We divested MRP(9) and First Derivative, and subsequently returned £120
million to shareholders, closing the year with £55 million net cash and no
debt.
Recommended cash offer for FD Technologies plc
On 8 May 2025, the Board unanimously recommended TA's cash offer for the
business (under Kairos Bidco), which values FD Technologies at £24.50 per
share or £570 million.
Outlook
In FY26, we expect ARR growth of at least 20 per cent and continue to target
positive Cash EBITDA in FY27.
Seamus Keating, Group CEO of FD Technologies, commented:
"We made significant strategic and operational progress in FY25. With
accelerating ARR growth and better-than-expected operating leverage, KX
delivered a strong performance based on good ongoing execution. Meanwhile, our
strategic repositioning of the Group during the period has unlocked
significant shareholder value.
(1) All figures are only for KX's continuing operations and exclude the
divested First Derivative business.
(2) Annual contract value: the sum of the value of each customer contract
signed during the year divided by the number of years in each contract.
(3) Annual recurring revenue: the total value of recurring software revenue
expected to be recognised over the next 12 months, on the final day of the
reporting period.
(4) Excluding lease obligations.
(5) Earnings before interest, tax, depreciation and amortisation adjusted to
exclude share-based payments, capitalised R&D, and exceptional items.
(6) Earnings before interest, tax, depreciation and amortisation adjusted to
exclude share-based payments and exceptional items.
(7) On 28 February 2025, the Company-compiled analyst mean consensus estimates
indicated £16.7 million in ACV added during the period (range £16.0-17.0
million), £82.8 million in ARR (range £81.2-84.5 million), and an £18.5
million Cash EBITDA loss (range of £16.3-20.1 million loss). The consensus
included estimates from six analysts.
(8) £81.8 million ARR translated into US dollars was $103.1 million, using
the US$/£ exchange rate of 1.26 on 28 February 2025.
(9) The Group retains a 49 per cent associate investment in Pharosiq, which
resulted from the subsequent merger of MRP with CONTENTgine.
Contacts
FD Technologies plc
Seamus Keating, Chief Executive Officer www.fdtechnologies.com (http://www.firstderivatives.com)
Ryan Preston, Chief Financial Officer investors@kx.com (mailto:investors@kx.com)
Derek Brown, SVP Investor Relations
Investec Bank plc - Nominated Adviser and Broker +44 (0)20 7597 5970
Carlton Nelson
Virginia Bull
Goodbody - Euronext Growth Adviser and Broker +353 1 667 0420
Don Harrington
Jason Molins
Tom Nicholson
J.P. Morgan Cazenove - Broker +44 (0)20 3493 8000
James A. Kelly
Mose Adigun
FTI Consulting - Financial PR +44 (0)20 3727 1000
Matt Dixon fdtechnologies@fticonsulting.com (mailto:fdtechnologies@fticonsulting.com)
Dwight Burden
Victoria Caton
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 organisations 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 organisations and operates across North America, Europe, and
Asia Pacific.
For further information, please visit www.fdtechnologies.com
(http://www.fdtechnologies.com)
Results presentation
An analyst and investor briefing to discuss the results will be held at 09:30
BST. This is only accessible via a live webcast and replay facility. To
register to access the webcast, please follow the following link:
https://sparklive.lseg.com/FirstDerivatives/events/221e4977-5ef8-4faa-a1da-3a58167a524e/fd-technology-plc-s-fy25-results
(https://sparklive.lseg.com/FirstDerivatives/events/221e4977-5ef8-4faa-a1da-3a58167a524e/fd-technology-plc-s-fy25-results)
Chief Executive's review
A year of significant strategic progress
In FY25, we separated the Group's three businesses, divesting MRP and First
Derivative. Henceforth, KX is the Group's sole continuing operation.
KX is a high-growth subscription software business. It operates in advanced
data analytics and AI and has an industry-leading technology platform for
managing and analysing historical and real-time structured and unstructured
data at any scale.
As these results demonstrate, momentum is accelerating in KX bookings and ARR
growth, and the business is on course to deliver sustainable operating
leverage over the long term, with cash EBITDA reaching breakeven in FY27.
Following the completion of the disposal of First Derivative for an enterprise
value of £230 million in December 2024, we returned £120 million to
shareholders via a tender offer in January 2025, reflecting our commitment to
maintaining an efficient balance sheet and maximising shareholder value.
Recommended cash offer for FD Technologies plc
On 8 May 2025, the Board unanimously recommended TA's cash offer for the
business (under Kairos Bidco), which values FD Technologies at £24.50 per
share or £570 million. I believe TA is a valuable partner for the Company
with a shared commitment to enhancing KX's business and capitalising on the
longer-term opportunity in the data and analytics software market.
TA has significant experience supporting in high-growth global software
businesses, and we believe it is a suitable and appropriate partner for our
employees, customers, and other stakeholders.
FY25 business performance
In FY25, KX delivered a strong financial performance, as our strategic focus
on delivering advanced data and analytics capabilities into high-growth
sectors yielded significant wins across our core verticals. We generated an
incremental £18.0 million in annual contract value (ACV) at the top end of
our guidance range of £16-18 million. Annual recurring revenue (ARR)
increased by 13 per cent to £81.8 million (FY24: £72.5 million); this marks
a strategic milestone, with ARR surpassing $100 million(*) for the first time.
Reported revenue increased by 2 per cent to £80.7 million (FY24: £79.1
million). KX reported an operating loss of £(23.4) million (FY24: £(15.6)
million, with an adjusted EBITDA of £6.5 million (FY24: £5.1 million).
We continue to see strong interest and adoption of our KX Insights products,
and we are continually enhancing platform accessibility for developers and
analysts. Momentum is building for our new AI capabilities among existing
customers and new logos.
In the year, 35 per cent of ACV bookings came from industries outside
financial services, with notable contributions from aerospace and defence, and
industrial IoT.
Strategic highlights
Our mission is to transform industries by enabling organisations to harness
high-frequency time-series data, unstructured data, and AI-driven models with
unparalleled speed, accuracy, and efficiency.
To achieve this ambition, we have a product portfolio strategy that leverages
our differentiation by offering a unified, real-time, time-series AI data
platform. We also invest in industry-focused product offerings, targeting
further growth in financial services and additional opportunities in
industries such as aerospace, defence, and industrial IoT.
Furthermore, we prioritise an efficient go-to-market strategy, focusing on
repeatable use cases, primarily through a direct sales model, while also
collaborating with strategic partners to generate awareness and demand.
Among our key strategic achievements in FY25 were the following:
= In financial services, we achieved significant expansion bookings with
existing customers.
= We achieved notable wins with cloud service partners, enabling customers to
deploy KX solutions seamlessly on leading cloud platforms.
= We participated in several initiatives with NVIDIA to support customers in
building their advanced AI capabilities.
= We also secured significant new logos at global semiconductor companies
through our collaborative partnerships with Applied Materials and Synopsys.
Our markets
With a heritage in the financial services industry, the KX time-series AI data
platform is trusted by many of the world's top investment banks and asset
managers. We have a significant global market opportunity to expand our
presence with existing and new financial services customers. Our software has
applications in satellite imagery analysis and signal processing in the
aerospace and defence industry. Additionally, we are expanding our presence in
the industrial Internet of Things (IoT), specifically for the high-tech
semiconductor manufacturing sector, where our software is utilised to enhance
machine production lines and improve uptime on the factory floor.
In our assessment of our current serviceable addressable market (SAM), we
estimate that the opportunity in our existing markets, utilising our current
products, exceeds $8 billion and is growing rapidly.
We focus on several strategic growth opportunities, including:
= Expanding further in financial services as customers deploy our platform
across new asset classes and divisions.
= Adding new customers in the financial services industry, specifically among
tier-2 and tier-3 investment banks, asset managers and hedge funds.
= Other focus markets, for example, the aerospace and defence industry and
industrial IoT.
= Through innovation to sustain our industry leadership position, develop new
capabilities, and shorten time-to-value through industry accelerators.
= Through building close relationships with key strategic partners.
Priorities for FY26
We have a robust pipeline of opportunities for FY26, with a healthy mix of
expansion and new logo opportunities across financial services, aerospace,
defence, and industrial IoT. To execute our growth plans effectively, we
prioritise our investment into the following:
= Accelerate our go-to-market motion: we aim to optimise our go-to-market
efforts and expand customer reach in core sectors.
= Further expansion in financial services: we can leverage our loyal network of
evangelical users in financial services to solidify our market position
further.
= Innovation, driving flexibility and accessibility: enhanced functionality
(PyKX, AI tools) is helping us to unlock new customer opportunities and
further accelerate our go-to-market motion.
= Build on the new vertical market opportunities: we continue to evaluate
opportunities in regulated sectors, including aerospace and industrial
applications.
Sustainability
This has been a year of significant change and transition. Our business
started FY25 with 2,400 employees, and today, that number has decreased to
just under 600, following the sale of First Derivative, which resulted in the
transfer of 1,523 colleagues to their new home at EPAM Systems Inc. In this
year of transition, the Company remains deeply committed to developing a
People strategy that aligns closely with that of an independent software
business.
Being a responsible business is at the core of our sustainability approach. We
ensure that sustainability is at the centre of the decision-making processes.
We are committed to fostering a sustainable future through our dedication to
the three pillars of sustainability: people, environment, and communities.
These three pillars are directly linked to a range of key metrics that we
measure across our business and are aligned with specific UN Sustainable
Development Goals.
During the year, we successfully supported those employees transferring to new
business owners, launched three KX employee resource groups (Pride, Women, and
Neurodiversity), and rolled out several employee initiatives, including
Culture Champions across all regions to ensure our people feel connected and
part of the team.
We also deployed a new employee engagement platform, widely regarded as the
industry's gold standard, to further strengthen our employee brand, attract
top talent more effectively, and reinforce our commitment to fostering an
exceptional workforce.
We are committed to reducing our carbon emissions in line with the UK
government's targets and have several initiatives underway to embed carbon
reduction into all aspects of our business operations, from employee travel to
the use of clean energy in our offices and making sustainable choices
throughout our supply chain.
Outlook
We made significant strategic and operational progress in FY25. With
accelerating ARR growth and better-than-expected operating leverage, KX
delivered a strong performance based on good ongoing execution.
Our focus for FY26 is to deliver efficient growth and demonstrate progress in
delivering the significant operating leverage that is a feature of our
business over the long term. We will prioritise our investments to accelerate
deployment, time to value and ease of use, further simplifying our product
model and enhancing sales productivity.
Consequently, in FY26, we expect ARR growth of at least 20 per cent and
continue to target positive Cash EBITDA in FY27.
Seamus Keating
Group Chief Executive Officer, FD Technologies plc
3 June 2025
* £81.8 million ARR restated in US dollars was $103.1 million, using the
US$/£ exchange rate of 1.26 on 28 February 2025
Finance review
Driving growth and value creation in FY25
In FY25, we prioritised efficient organic growth, innovation, and our people,
and demonstrated our commitment to maximising shareholder value by returning
excess capital to shareholders.
Revenue and margins
The table below shows the Group's performance in the year, with KX as the sole
continuing operation.
FY25 FY24 (+/-)
£m £m YoY
Revenue 80.7 79.1 2%
Cost of sales (13.1) (17.2) (24)%
Gross profit 67.7 62.0 9%
Gross margin 84% 78%
R&D expenditure (30.4) (30.2) 1%
R&D capitalised 21.1 23.9 (12)%
Net R&D (9.3) (6.2) 49%
Sales and marketing costs (32.6) (31.8) 2%
Adjusted admin expenses (19.3) (18.8) 3%
Adjusted EBITDA 6.5 5.1 27%
Adjusted EBITDA margin 8% 6%
Cash EBITDA (14.6) (18.8) (22)%
KX
In FY25, our continuing operations at KX generated an additional £18.0
million in annual contract value (ACV), an increase of 33 per cent YoY (+33
per cent at constant currency). Reported revenue rose to £80.7 million, an
increase of 2 per cent YoY (+3 per cent at constant currency). At the end of
the period, annual recurring revenue (ARR) was £81.8 million, reflecting
growth of 13 per cent YoY (+13 per cent at constant currency).
KX Total Financial services Industry
FY25 FY24 (+/-) FY25 FY24 (+/-) FY25 FY24 (+/-)
£m £m YoY £m £m YoY £m £m YoY
Revenue 80.7 79.1 2% 61.7 62.5 (1%) 19.0 16.6 14%
Recurring 76.0 68.4 11% 59.0 56.4 5% 17.0 12.0 42%
Perpetual 0.9 2.3 (61%) 0.0 0.1 (100%) 0.9 2.2 (60%)
Total software software 76.9 70.7 9% 59.0 56.5 4% 17.9 14.2 26%
Services 3.8 8.5 (55%) 2.7 6.0 (55%) 1.1 2.4 (55%)
Gross profit 67.7 62.0
Adj. EBITDA 6.5 5.1
Revenue growth drivers included an 11 per cent increase in recurring license
fees to £76.0 million, countered by a reduction in services revenues to £3.8
million. This decline in services aligns with our strategy to focus on
software revenue, which reflects the increased ease of adopting our software,
resulting in a reduced need for implementation services. As a result of this
shift, the gross margin improved to 84 per cent (FY24: 78 per cent) with the
reduction in lower-margin services and a higher proportion of software in the
mix.
During the year, we generated £18.0 million in additional ACV (FY24: £13.5
million). Perpetual license fees primarily relate to ongoing customer
engagements initiated before we focused exclusively on subscription sales for
new customers. We made encouraging progress in transitioning several of these
legacy agreements to more favourable terms, reflecting the value our products
deliver.
During FY25, there was a 1 per cent decline in financial services revenue to
£61.7 million, after the 5 per cent increase in recurring software revenue
was offset by a 55 per cent decline in services revenue. We are encouraged to
see existing and new customers adopting KX Insights, attracted by its
performance, ease of use, and rapid time to value; our native integration with
essential developer languages, such as Python and SQL, has facilitated this
trend.
Industry revenue grew by 14 per cent to £ 19.0 million, with recurring
revenue rising by 42 per cent to £17.0 million. The aerospace, defence, and
high-tech semiconductor manufacturing sectors primarily drove this growth.
ARR increased by 13 per cent to £81.8 million (FY24: £72.5 million), while
our net retention rate (NRR) was 108 per cent, slightly down on the 110 per
cent achieved in FY24. This decline was mainly due to an expected higher churn
rate in the second half of the year, resulting in an overall gross retention
rate (GRR) of 89 per cent for the year, 92% in FY24.
We continue to invest in innovation at KX to maintain our industry leadership
and develop future features and products that will enable us to expand our
footprint with existing customers and acquire new ones.
Cash EBITDA was £(14.6) million, compared with £(18.8) million a year ago.
This result exceeded expectations and our guidance for a similar outcome in
FY24. The better-than-expected performance reflects our focus on efficient
growth and the timing of certain investments.
Adjusted EBITDA
The reconciliation of operating loss to adjusted EBITDA and cash EBITDA is
provided below. Notably, we incurred £6.5 million in restructuring and
non-operational costs in the period, primarily relating to the organisational
restructuring to separate the First Derivative business of £2.7 million and
restructuring costs of £2.5 million. The increase in depreciation and
amortisation reflects the expected flow of previously capitalised R&D
expenditure.
FY25 FY24(1)
£m £m
Operating loss (23.4) (15.6)
Restructure and non-operational costs(2) 6.5 2.1
Share-based payment and related costs 1.6 1.1
Depreciation and amortisation 21.7 17.5
Adjusted EBITDA 6.5 5.1
R&D capitalised (21.1) (23.9)
Cash EBITDA (14.6) (18.8)
(1) FY24 has been restated excluding discontinued operations
(2) Non-operational costs include ERP implementation costs that are required
to be expensed under accounting standards
Loss before tax
Adjusted loss before tax increased to £18.3 million (FY24: £15.5 million),
resulting from higher software amortisation costs due to the investment in
R&D.
Reported loss before tax from continuing operations reached £29.1 million for
the period, compared to £20.3 million in FY24 as restated.
The reconciliation of adjusted EBITDA to reported loss before tax is provided
below.
FY25 FY24(1)
£m £m
Cash EBITDA (14.6) (18.8)
Adjustments for:
R&D capitalised 21.1 23.9
Adjusted EBITDA 6.5 5.1
Adjustments for:
Depreciation (3.7) (3.6)
Amortisation of software development costs (17.9) (13.6)
Net financing costs (3.2) (3.5)
Adjusted loss before tax (18.3) (15.5)
Adjustments for:
Amortisation of acquired intangibles (0.2) (0.4)
Share-based payment and related costs (1.6) (1.1)
Restructure and non-operational costs (6.5) (2.2)
Loss on foreign currency translation (0.7) (1.1)
Profit on disposal of associate - 0.1
Impairment (0.2) -
Share of loss from associate (1.3) -
Net financing costs (0.4) (0.2)
Reported loss before tax from continuing operations (29.1) (20.3)
(1)FY24 Reported loss before tax has been restated excluding loss before tax
from discontinuing operations of £17.7m
Discontinued Operations
Following the completion of the divestment in December 2024, we report the
nine-month contribution from the First Derivative business within discontinued
operations, with FY24 restated for comparison purposes.
The total profit before tax from discontinued operations was £195.5 million
(FY24: £17.7 million loss).
Loss per share
The group reported a loss after tax of £ 26.4 million for the year from
continuing operations, compared to £21.0 million in FY24. Adjusted loss after
tax was £13.7 million, compared to £11.0 million in FY24, resulting in an
adjusted diluted loss per share for the period of 48.9 pence. The adjusted
loss after-tax calculation is shown below.
FY25 FY24
£m £m
Reported loss before tax from continued operations (29.1) (20.3)
Tax 2.7 (0.7)
Profit/(loss) from discontinued operations 190.4 (19.7)
Reported profit/(loss) after tax 164.0 (40.8)
Adjustments from loss before tax (as per the table above) 10.8 4.8
Tax effect of adjustments (1.1) (0.5)
(Profit)/loss from discontinued operations (190.4) 19.7
Discrete tax items 3.0 5.7
Adjusted loss after tax (13.7) (11.0)
Weighted average number of ordinary shares (diluted) 28.1m 28.1m
Reported LPS (diluted) - continuing operations (94.2p) (74.9)p
Adjusted LPS (diluted) - continuing operations (48.9p) (39.5)p
Cash generation and net cash (excluding lease liabilities)
KX generated £12.1 million of cash from operating activities (FY24: £19.3
million). At the end of the period, we had a net cash position from continuing
operations of £55.1 million, up from the FY24 position of net debt of £18.5
million. The factors impacting the movement are summarised in the table below:
FY25 FY24(1)
£m £m
Opening net debt (excluding lease liabilities) (18.5) (9.0)
Cash generated from operating activities 12.1 19.3
Taxes paid (1.1) (0.9)
Capital expenditure: property, plant and equipment (0.6) (0.3)
Capital expenditure: intangible assets (21.1) (23.9)
Disposal of other investments and associates (1.7) 3.0
Investments - (0.2)
Disposal of subsidiaries 211.4 -
Issue of new shares 1.1 0.1
Repurchase of shares (120.0) -
Interest, foreign exchange and other (6.4) (6.6)
Closing net cash/(debt) (excluding lease liabilities) from continuing 55.1 (18.5)
operations
(1) FY24 net debt has been restated to exclude £4.1 million cash held by
discontinued operations on 29 Feb 2024
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.
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.
Gross retention rate (GRR): GRR measures the proportion of ARR that we retain
from the cohort of customers that existed twelve months earlier, before any
expansion of those customers' subscriptions. Gross Retention Rate isolates
revenue contraction and customer attrition and indicates the percentage of
baseline ARR that was preserved over the trailing twelve-month period.
Net retention rate (NRR): NRR supplements GRR by also capturing the impact of
ARR expansion within the same cohort of customers Net Retention Rate thus
reflects customer renewals, contractions, churn, and expansions, and
demonstrates our ability not only to maintain but also to grow revenue from
our existing customer base over time.
Adjusted admin expenses: is a measure used in internal management reporting
which comprises administrative expenses per the statement of comprehensive
income of £49.7million (FY24: £35.8 million) adjusted for depreciation and
amortisation of £21.7 million (FY24: £17.5 million), share based payments
and related costs of £1.6 million (FY24: £1.1 million), restructuring and
non-operational costs of £6.5 million (FY24: £2.1 million), impairment loss
on trade and other receivables £0.0 million (FY24: £3.7 million) and other
income £0.5 million (FY24: £0.0 million)
Consolidated statement of comprehensive income
Year ended 28 February 2025
2025 2024
(restated)
Note £'000 £'000
Continuing Operations
Revenue 2 80,729 79,146
Cost of sales (13,057) (17,169)
Gross profit 2 67,672 61,978
Operating costs
Research and development costs (30,376) (30,166)
- of which capitalised 21,100 23,929
Sales and marketing costs (32,564) (31,834)
Administrative expenses (49,706) (35,822)
Impairment loss on trade and other receivables - (3,740)
Total operating costs (91,546) (77,633)
Other income 506 15
Operating loss (23,368) (15,640)
Finance income 816 124
Finance expense (4,353) (3,809)
Loss on foreign currency translation (679) (1,065)
Net finance costs (4,216) (4,750)
Impairment (246) -
Share of loss from associate (1,280) -
Profit on disposal of associate - 88
Loss before taxation (29,110) (20,304)
Income tax credit/(expense) 2,684 (735)
Loss for the year from continuing operations (26,426) (21,039)
Discontinued operations
Profit/(loss) after tax for the year from discontinued operations 7 190,440 (19,745)
Profit/(loss) for the year attributable to owners of the Company 164,014 (40,784)
Consolidated balance sheet
As at 28 February 2025
2025 2024
Note £'000 £'000
Assets
Property, plant and equipment 4 8,752 14,581
Intangible assets and goodwill 5 151,293 154,040
Other financial assets 6,065 7,642
Investment in Associate 12,367 -
Trade and other receivables 2,340 2,146
Deferred tax assets 13,420 11,029
Non-current assets 194,237 189,438
Trade and other receivables 40,829 63,170
Current tax receivable 4,978 10,249
Cash and cash equivalents 55,062 20,787
Assets classified as held for sale 7 - 22,879
Current assets 100,869 117,085
Total assets 295,106 306,523
Equity
Share capital 110 140
Capital redemption reserve 31 -
Share premium 105,458 104,120
Share option reserve 20,657 19,811
Fair value reserve (2,325) (723)
Currency translation adjustment reserve 9,819 441
Retained earnings 57,516 23,195
Equity attributable to owners of the Company 191,266 146,984
Liabilities
Loans and borrowings 6 5,029 44,086
Trade and other payables 3,131 4,498
Deferred tax liabilities 13,174 11,562
Non-current liabilities 21,334 60,146
Loans and borrowings 2,144 2,466
Trade and other payables 28,670 33,690
Deferred income 49,025 43,176
Current tax payable 129 1,075
Employee benefits 2,538 6,349
Liabilities classified as held for sale 7 - 12,637
Current liabilities 82,506 99,393
Total liabilities 103,840 159,539
Total equity and liabilities 295,106 306,523
Consolidated statement of changes in equity
Year ended 28 February 2025
Share Capital Redemption Reserve Share Share Fair value Currency Retained Total
capital premium option reserve translation earnings equity
reserve adjustment
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 March 2024 140 - 104,120 19,811 (723) 441 23,195 146,984
Total comprehensive income for the year
Profit for the year - - - - - - 164,014 164,014
Other comprehensive income
Net exchange loss on net investment in foreign subsidiaries - (1,191) - (1,191)
- - - -
Net exchange loss on hedge of net investment in foreign subsidiaries - - - - - (64) - (64)
Transfer of reserve on disposal of subsidiaries - - - - - 10,633 (10,633) -
Net change in fair value of equity investments at FVOCI - - - - (1,602) - - (1,602)
Total comprehensive income for the year - - - - (1,602) 9,378 153,381 161,157
Transactions with owners of the Company
Tax relating to share options - - - 190 - - - 190
Exercise of share options 1 - 1,080 - - - - 1,081
Repurchase of shares (31) 31 - - - - (120,000) (120,000)
Issue of shares - - 258 - - - - 258
Share based payment release - - - (940) - - 940 -
Share based payment charge - - - 1,596 - - - 1,596
Balance at 28 February 2025 110 31 105,458 20,657 (2,325) 9,819 57,516 191,266
Share Share Share Fair value Currency Retained Total
capital premium option reserve translation earnings equity
reserve adjustment
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 March 2023 140 103,789 18,974 3,002 5,354 69,609 200,868
Total comprehensive income for the year
Loss for the year - - - - - (40,784) (40,784)
Other comprehensive income
Net exchange loss on net investment in foreign subsidiaries - - - - (5,760) - (5,760)
Net exchange gain on hedge of net investment in foreign subsidiaries - - - - 847 - 847
Net change in fair value of equity investments at FVOCI - - - (3,725) - - (3,725)
Total comprehensive income for the year - - - (3,725) (4,913) (40,784) (49,422)
Transactions with owners of the Company
Tax relating to share options - - (215) - - - (215)
Exercise of share options - 64 - - - - 64
Issue of shares - 267 - - - - 267
Tax on other items taken to reserves - - - - - (5,986) (5,986)
Share based payment release - - (356) - - 356 -
Share based payment charge - - 1,408 - - - 1,408
Balance at 29 February 2024 140 104,120 19,811 (723) 441 23,195 146,984
Consolidated cash flow statement
Year ended 28 February 2025
2025 2024
£'000 £'000
Cash flows from operating activities
Profit/(loss) for the year 164,014 (40,784)
Adjustments for:
Net finance costs 4,979 6,176
Depreciation of property, plant and equipment 4,782 6,339
Amortisation of intangible assets 18,212 15,291
Lease modification (65) (1,469)
Impairment loss on remeasurement of the disposal group 1,589 21,204
Equity-settled share based payment transactions 1,666 1,408
Profit on disposal of subsidiaries (189,142) -
Profit on disposal of associate - (88)
Loss from associate 1,280 -
Loss on disposal of fixed assets - 10
Other income (582) -
Grant income - (148)
Tax expense 2,389 2,735
9,122 10,674
Changes in:
Trade and other receivables (3,790) 12,039
Trade and other payables and deferred income 4,473 (1,218)
Cash generated from operating activities 9,805 21,495
Taxes paid (2,088) (3,845)
Net cash from operating activities 7,717 17,650
Cash flows from investing activities
Interest received 816 125
Acquisition of associate (1,732) -
Increase in loans to other investments (185) -
Disposal of associate - 3,005
Investment in other investments - (249)
Acquisition of property, plant and equipment (712) (654)
Disposal of subsidiaries, net of cash disposed 211,420 -
Acquisition of intangible assets (21,100) (27,220)
Net cash from/(used in) investing activities 188,507 (24,993)
Cash flows from financing activities
Proceeds from issue of share capital 1,081 64
Repurchase of shares (120,000) -
Drawdown of loans and borrowings 21,000 37,867
Repayment of borrowings (57,170) (38,019)
Payment of lease liabilities (2,363) (3,381)
Interest paid (3,877) (4,235)
Net cash from/(used in) financing activities (161,329) (7,704)
Net increase/(decrease) in cash and cash equivalents 34,895 (15,047)
Cash and cash equivalents at 1 March 20,787 36,905
Effects of exchange rate changes on cash held (620) (1,071)
Cash and cash equivalents at end of year 55,062 20,787
Cash and cash equivalents at end of year (continuing operations) 55,062 16,660
Cash and cash equivalents at end of year (discontinued operations) - 4,127
1. Basis of preparation
The consolidated financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group").
The financial information included in this preliminary announcement does not
constitute statutory accounts of the Group for the years ended 28 February
2025 nor 29 February 2024 but is derived from those accounts. Statutory
accounts for 2024 have been delivered to the Registrar of Companies and those
for 2025 will be delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts; their reports were (i) unqualified,
(ii) did not include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report, and (iii) did
not contain a statement under section 498(2) or (3) of the Companies Act
2006.
Both the consolidated financial statements and the Company financial
statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards ("IFRSs").
2. Operating and business segments
Information about reportable segments
Continuing Discontinued
2025 2024 2025 2024
(restated) (restated)
£'000 £'000 £'000 £'000
Revenue by segment
Revenue 80,729 79,146 115,158 198,692
Gross profit 67,672 61,978 28,093 56,550
Adjusted EBITDA 6,469 5,103 10,457 13,844
Restructure and non-operational costs (6,453) (2,153) (703) (4,395)
Share based payment and related costs (1,642) (1,088) (24) (320)
Depreciation and amortisation (21,589) (17,129) (1,253) (4,026)
Amortisation of acquired intangibles (153) (373) - (101)
Operating (loss)/profit (23,368) (15,640) 8,477 5,002
Net finance costs (4,216) (4,750) (763) (1,427)
Impairment of intangible assets and goodwill (246) - (1,343) (21,204)
Profit on disposal of associate/investment - 88 189,142 -
Share of loss from associate (1,280) - - -
Lease costs - - - (117)
(Loss)/profit before taxation (29,110) (20,304) 195,513 (17,746)
Geographical location analysis
Revenues Non-current assets
2025 2024 2025 2024
£'000 (restated) £'000 £'000
£'000
UK 15,460 14,160 87,550 81,817
EMEA 9,515 8,680 14,055 15,683
The Americas 40,387 36,314 77,938 79,593
Asia Pacific 15,367 19,992 1,274 1,316
Total 80,729 79,146 180,817 178,409
Disaggregation of revenue
KX
2025 2024
£'000 £'000
Type of good or service
Sale of goods - perpetual 887 2,251
Sale of goods - recurring 76,008 68,438
Rendering of services 3,834 8,457
80,729 79,146
Timing of revenue recognition
At a point in time 887 2,251
Over time 79,842 76,895
80,729 79,146
3. a) Proft/(loss) per ordinary share - from continuing and discontinued
operations
Basic
The calculation of basic profit per share at 28 February 2025 was based on the
profit attributable to ordinary shareholders of £164,014k (FY24: £40,784k
loss), and a weighted average number of ordinary shares in issue of 27,0608k
(FY24: 28,080k).
2025 2024
Pence Pence
per share per share
Basic profit/(loss) per share 594.1 (145.2)
Loss per share from continuing operations at 28 February 2025 is 95.7p (FY24:
74.9p), based on the loss attributable to ordinary shareholders from
continuing operations £26,426k (FY24: £21,039k).
Weighted average number of ordinary shares
2025 2024
Number Number
'000 '000
Issued ordinary shares at 1 March 28,080 28,065
Effect of share options exercised 96 4
Effect of shares issued as remuneration 14 11
Effect of share buy back (590) -
Weighted average number of ordinary shares at 28/29 February 27,608 28,080
Diluted
The calculation of diluted profit per share at 28 February 2025 was based on
the profit attributable to ordinary shareholders of £164,041k (FY24:
£40,784k loss) and a weighted average number of ordinary shares after
adjustment for the effects of all dilutive potential ordinary shares of
28,061k (FY24: 28,080k).
2025 2024
Pence Pence
per share per share
Diluted profit/(loss) per share 584.5 (145.2)
Diluted loss per share from continuing operations at 28 February 2025 is 94.2p
(FY24: 74.9p), based on the loss attributable to ordinary shareholders from
continuing operations of £26,426k (FY24: £21,039k).
Weighted average number of ordinary shares (diluted)
2025 2024
Number Number
'000 '000
Weighted average number of ordinary shares (basic) 27,608 28,080
Effect of dilutive share options in issue 453 -
Weighted average number of ordinary shares (diluted) at 28/29 February 28,061 28,080
In accordance with IAS 33, share options in FY24 in issue are anti-dilutive
meaning there is no difference between basic and diluted loss per share in
FY24.
3. b) Profit/(Loss) before tax per ordinary share - from continuing and
discontinued operations
Profit/(loss) before tax per share is based on profit before taxation of
£166,403k (FY24: £38,049k loss). The number of shares used in this
calculation is consistent with note 3(a) above.
2025 2024
Pence Pence
per share per share
Basic profit/(loss) before tax per ordinary share 602.8 (135.5)
Diluted profit/(loss) before tax per ordinary share 593.0 (135.5)
Reconciliation from profit/(loss) per ordinary share to profit/(loss) before
tax per ordinary share:
2025 2024
Pence Pence
per share per share
Basic profit/(loss) per share 594.1 (145.2)
Impact of taxation charge 8.7 9.7
Basic profit/(loss) before tax per share 602.8 (135.5)
Diluted profit/(loss) per share 584.5 (145.2)
Impact of taxation charge 8.5 9.7
Diluted profit/(loss) before tax per share 593.0 (135.5)
Profit/(loss) before tax per share is presented to facilitate pre-tax
comparison returns on comparable investments.
3. c) Adjusted earnings after tax per ordinary share
The reconciliation of adjusted earnings after tax per share is shown below:
2025 2024
(restated)
£'000 £'000
Profit/(loss) after tax 164,014 (40,784)
Amortisation of acquired intangibles after tax effect 153 373
Share based payments after tax effect 1,642 1,088
Restructure and non-operational costs after tax effect 5,482 1,858
Profit on disposal of associate after tax effect - (66)
Share of loss of associate after tax effect 1,280 -
Loss on foreign currency translation after tax effect 509 804
Finance costs after tax effect 352 208
Impairment after tax effect 263 -
Discrete items for tax 3,035 5,690
(Profit)/loss after tax from discontinued operations (190,440) 19,745
Adjusted loss after tax (13,710) (11,084)
The number of shares used in this calculation is consistent with note 3(a)
above.
2025 2024
(restated)
Pence Pence
per share per share
Adjusted basic loss after tax per ordinary share (49.7) (39.5)
Adjusted diluted loss after tax per ordinary share (48.9) (39.5)
4. Property, plant and equipment
Group
Leasehold Plant and Office Right-of-use Total
improvements equipment furniture assets £'000
£'000 £'000 £'000 £'000
Cost
At 1 March 2024 4,306 10,356 854 23,442 38,958
Additions 105 578 29 1,191 1,903
Disposals (193) (1,002) - (2,670) (3,865)
Business disposal* (902) (393) - (5,324) (6,619)
Exchange adjustments (40) (192) (12) (240) (484)
At 28 February 2025 3,276 9,347 871 16,399 29,893
Depreciation
At 1 March 2024 2,338 8,035 740 13,264 24,377
Charge for the year 414 1,764 68 2,536 4,782
Disposals (192) (1,001) - (2,599) (3,792)
Business disposal* (434) (234) - (3,160) (3,828)
Exchange adjustments (30) (172) (11) (185) (398)
At 28 February 2025 2,096 8,392 797 9,856 21,141
Carrying Amount
At 28 February 2025 1,180 955 74 6,543 8,752
* Following the sale of the First Derivative business on 2 December, results
for the period before disposal and FY24 have been presented in discontinued
operations.
Leasehold Plant and Office Right-of-use Total
improvements equipment furniture assets £'000
£'000 £'000 £'000 £'000
Cost
At 1 March 2023 7,479 15,856 1,592 31,769 56,696
Additions 14 639 1 185 839
Disposals (1,527) (1,469) (620) (1,013) (4,629)
Impairment - - - (1,059) (1,059)
Transferred to assets held for sale** (1,506) (4,269) (97) (5,638) (11,510)
Exchange adjustments (154) (401) (22) (802) (1,379)
At 29 February 2024 4,306 10,356 854 23,442 38,958
Depreciation
At 1 March 2023 4,261 11,331 1,362 14,149 31,103
Charge for the year 561 2,363 112 3,303 6,339
Disposals (1,508) (1,469) (620) (559) (4,156)
Transferred to assets held for sale** (880) (3,870) (97) (3,214) (8,061)
Exchange adjustments (96) (320) (17) (415) (848)
At 29 February 2024 2,338 8,035 740 13,264 24,377
Carrying Amount
At 29 February 2024 1,968 2,321 114 10,178 14,581
**The MRP operating segment was designated as held for sale in February 2024
and sold on 1 March 2024. Results for the period before disposal and FY24
have been presented in discontinued operations
5. Intangible assets and goodwill
Group
Goodwill Customer Acquired Brand Internally Total
£'000 lists software name developed £'000
£'000 £'000 £'000 software
£'000
Cost
Balance at 1 March 2024 93,762 9,871 26,016 544 135,546 265,739
Additions - - - - 21,100 21,100
Asset impairment - - - - (5,754) (5,754)
Business disposal* (3,614) (2,571) - (111) - (6,296)
Exchange adjustments (181) (54) (199) (9) (744) (1,187)
At 28 February 2025 89,967 7,246 25,817 424 150,148 273,602
Amortisation
Balance at 1 March 2024 - 9,871 25,575 542 75,711 111,699
Amortisation for the year - - 152 - 18,060 18,212
Asset impairment - - - - (4,166) (4,166)
Business disposal* - (2,571) - (111) - (2,682)
Exchange adjustment - (54) (198) (7) (495) (754)
At 28 February 2025 - 7,246 25,529 424 89,110 122,309
Carrying amount
At 28 February 2025 89,967 - 288 - 61,038 151,293
* Following the sale of the First Derivative business on 2 December, results
for the period before disposal and FY24 have been presented in discontinued
operations.
Goodwill Customer Acquired Brand Internally Total
£'000 lists software name developed £'000
£'000 £'000 £'000 software
£'000
Cost
Balance at 1 March 2023 116,642 13,917 32,976 802 125,656 289,993
Additions - - 49 - - 49
Development costs - - - - 27,171 27,171
Disposals - - - - (557) (557)
Transferred to assets held for sale** (18,099) (3,523) (5,660) (229) (16,136) (43,647)
Exchange adjustments (4,781) (523) (1,349) (29) (588) (7,270)
At 29 February 2024 93,762 9,871 26,016 544 135,546 265,739
Amortisation
Balance at 1 March 2023 - 13,779 30,449 795 69,310 114,333
Amortisation for the year - 136 333 5 14,817 15,291
Disposals - - - - (557) (557)
Transferred to assets held for sale** - (3,523) (3,949) (228) (7,459) (15,159)
Exchange adjustment - (521) (1,258) (30) (400) (2,209)
At 29 February 2024 - 9,871 25,575 542 75,711 111,699
Carrying amount
At 29 February 2024 93,762 - 441 2 59,835 154,040
**The MRP operating segment was designated as held for sale in February 2024
and sold on 1 March 2024. Results for the period before disposal and FY24
have been presented in discontinued operations...
6. Loans and borrowings
This note provides information about the contractual terms of the Group and
Company's interest-bearing loans and borrowings, which are measured at
amortised cost.
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Current liabilities
Secured bank loans - - - -
Lease liabilities 2,144 2,466 1,016 1,096
2,144 2,466 1,016 1,096
Non-current liabilities
Secured bank loans - 35,200 - 35,200
Lease liabilities 5,029 8,886 3,973 6,450
5,029 44,086 3,973 41,650
Terms and repayment schedule
Banking facilities, which had been due to expire in May 2026, were repaid
following the divestment of the First Derivative business on 2 December
2024. Prior to repayment the total facility was £130m and was entirely
comprised of a revolving credit facility. The interest rate payable was
SONIA/SOFR plus a fixed margin that depends on the level of debt relative to
adjusted EBITDA. The margin on the new revolving credit facility was equal to
1.85 per cent to 2.80 per cent. The lead arranger for the facility was Bank of
Ireland, with participation from Barclays and AIB and HSBC.
7. Discontinued operations and assets/liabilities classified as held for sale
In October 2023 the Group decided to conduct a formal Group structure review
to achieve an optimal organisational structure and capital allocation to
deliver best value for the Group's shareholders.
After considering the available options and consulting with the shareholders
and external advisers, the Board unanimously concluded on the divestment of
the MRP and First Derivative (FD) businesses.
On 1 March 2024, the Group announced that it had agreed to an all-share merger
of its MRP business with CONTENTgine, a provider of B2B technology buyer
insights and lead generation. CONTENTgine tracks content engagement across 650
B2B software and technology categories, identifying which organisations have
the highest propensity to buy. The combination with MRP's enterprise demand
generation products and services will create an end-to-end provider covering
the entire B2B technology sales and marketing process. FD Technologies Group
now own 49 per cent of the combined entity pharosIQ, which is reflected as an
associate investment rather than consolidated in the Group financial
statements. The MRP business represented a distinct operating segment and a
major component of the Group's operations, and was classified as a disposal
group held for sale at 29 February 2024 in accordance with IFRS 5 "Non-current
Assets Held for Sale and Discontinued Operations".
On 7 October 2024, the Group signed an agreement to sell its First Derivative
division to EPAM Systems Inc. for a total cash consideration of £236.6
million. The transaction was completed on 2 December 2024. The FD division
represented a distinct operating segment and a major component of the Group's
operations. Accordingly, the results of the division have been classified as a
discontinued operation in accordance with IFRS 5 "Non-current Assets Held for
Sale and Discontinued Operations". Prior period comparatives have been
restated to reflect this classification. The FD division was also previously
reported as a separate segment in the segmental disclosures under IFRS 8
"Operating Segments".
8. Subsequent events
On 8 May 2025, the boards of Kairos Bidco Ltd (a newly formed company
indirectly owned by entities forming part of TA Fund XV) reached agreement on
terms of a recommended acquisition by Bidco of the entire issued ordinary
share capital of FD Technologies. The acquisition is intended to be
implemented by means of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act. The cash offer for the business, values FD Technologies
at £24.50 per share or £570million. TA is a valuable partner for the Company
with a shared commitment to enhancing KX's business and capitalising on the
longer-term opportunity in the data and analytics software market, and the
Board of FD Technologies Plc has recommended shareholders approve the scheme.
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