RNS Number:6780L
Intercede Group PLC
29 May 2003



                              INTERCEDE GROUP plc

                  ("Intercede", "the Company" or "the Group")


              Preliminary Results for the Year Ended 31 March 2003



Intercede, a leading developer of electronic identity management software today
announces its preliminary results for the year ended 31 March 2003.


SUMMARY


*                    Turnover increased by 50% to #1.8 million (2002: #1.2
million) and pre-tax losses halved from #2.2 million to #1.1 million


*                    Sales and margins have improved for the fourth consecutive
half year period, whilst operating costs have been reduced, thereby providing a
clear trend towards profitability


*                    Intercede is now established as one of the leaders in smart
card and identity management software, based on both the excellence of its
edeficeTM technology and the penetration of key channels to market


*                    Intercede's partners have sold edefice-enabled products to
a number of US Federal Government Agencies, as well as to companies in Europe
and the USA


*                    Edefice has been selected as a preferred product for
installation in a number of high profile demonstration sites in Europe and the
USA


*                    Placing agreed to provide #1.25 million of additional
funding (net of expenses)



Richard Parris, Chairman & Chief Executive of Intercede, said today:


"Following a further period of excellent financial and commercial progress, the
Group is well positioned to deliver significant growth in the short to medium
term."


                                                                     29 May 2003

ENQUIRIES:

Intercede Group plc                                 Tel.      01455 558111
Richard Parris, Chairman & Chief Executive
Andrew Walker, Finance Director




                              INTERCEDE GROUP plc


              Preliminary Results for the Year Ended 31 March 2003


                              CHAIRMAN'S STATEMENT


Following a further period of excellent financial and commercial progress, the
Group is well positioned to deliver significant growth in the short to medium
term.


Introduction


Intercede Group plc is a leading developer and supplier of identity management
software for the government and corporate sectors. Its main product, edeficeTM,
is a powerful smart card and identity management software that unites smart
cards, tokens, biometrics, public key infrastructure (PKI) and a host of other
technologies to provide cost effective smart ID solutions ranging from corporate
ID badges to citizen, driving license, health, campus and transportation card
programs.

Edefice-enabled smart ID solutions allow end-users to enjoy faster and more
secure smart card-based access to PCs, networks, buildings and services while
providing systems administrators with an intuitive web-based digital identity
enrolment, issuance and life cycle management tool.

The world market for smart card products and services is forecast to grow at 11%
per annum to US$8bn in 2006. Growth will be fuelled, in particular, by demand
for multi-application smart cards, migration from magnetic stripe cards to chip
based cards for financial applications and generic growth in Asia/Pacific. Other
emerging market sectors include corporate ID cards, transit systems, citizen
cards and government benefits schemes. The US market is projected to increase at
a nominally rapid rate from a small base. Growth will be most rapid in software
and high end services including systems integration. (Source: Freedonia Group
Market Report April 2003).

All of these sectors and regions have emerging needs for smart card and identity
management software such as edefice. The Group's opportunity is to exploit the
large market potential, using its established technical lead, ahead of the
relatively few existing competitors.

Results


Despite difficult trading conditions, I am pleased to report that sales have
increased by more than 50% from #1.2m to #1.8m. This, coupled with an increase
in gross margins and a reduction in overheads, has resulted in the level of
operating losses being halved from #2.2m to #1.1m.


Throughout the year, the Group has substantially reduced the level of cash
outflows on a quarter by quarter basis. However, in order to provide additional
flexibility in pursuit of the Group's strategic objectives, a Placing has been
agreed which will raise approximately #1.25m net of expenses. I will be writing
to you separately about this transaction which is subject to shareholder
approval at an Extraordinary General Meeting of the company on 1 July 2003.


Strategy and Outlook


In my statement last year, I highlighted that in the 2002/03 year the Group
would be focused on executing its strategy to ensure that:


   *Existing partners successfully sell edefice-enabled products to their
    end-user customers.
   *Product development remains world-class and competitive.
   *New partners are signed.
   *Gross margins are increased.

I also remarked that:


"A critical measure of success in the next 12 months will be the Group's ability
to secure wide market penetration through channel partners while managing cash
reserves."


After 12 months of continued progress, I am pleased to report success in
executing this strategy as demonstrated by the following:


   *Intercede's partners have sold edefice-enabled products to a number of US
    Federal Government Agencies, as well as to companies in Europe and the USA.
   *Edefice has been selected as a preferred product for installation in a
    number of high profile demonstration sites in Europe and the USA.
   *Intercede has signed new partnership agreements and is at an advanced
    stage of negotiation with a number of smart card manufacturers, security
    product producers, service providers and systems integrators.
   *In an emerging market, Intercede has penetrated more channels to market
    than our competitors.
   *Gross margins have grown from 62% to 71% year on year.
   *Intercede is approaching breakeven within the next financial year as a
    result of all of the above efforts, coupled with tight cost control.


Our strategy in the forthcoming year is to drive sales growth by exploiting the
Company's technical product lead, principally using the distribution channels
that have been established over the previous year. In line with this approach,
product development strategy will focus on the adaptation of existing
technology. This will facilitate early exploitation of the emerging and growing
markets for identity management software under the Intercede MyIDTM solutions
brand.







Richard Parris

Chairman & Chief Executive

29 May 2003


                              INTERCEDE GROUP plc


              Preliminary Results for the Year Ended 31 March 2003


                              REVIEW OF OPERATIONS


ActivCard and Datakey commence sales of edefice based products to global
customers and further important agreements are secured with GemPlus, Northrop
Grumman and Thales.


Product Design


The Group's software is called edefice. This is a broad based proprietary
identity management platform that is finding wide application with customers
around the world.


The latest version of edefice, version 6.6, was launched in March 2003.
Conceived to be a management platform for corporate IT security, edefice has
evolved over the last two years into a highly scalable and globally competitive
identity management system suitable for deployment in many different markets.


The Group is now switching its focus to producing a number of sector specific
solutions based on edefice. These solutions will be marketed under the MyID
brand name eg MyID Citizen, MyID Campus, MyID Corporate.


The edefice platform is powerful because it enables any workstation with an
Internet connection to become a distributed yet secure and centrally controlled
identification management station. Edefice is a sophisticated product that makes
very complicated security products, processes and technologies (typically
provided via a number of different manufacturers) simple to deploy and easy to
use.


The strength of the Group is the intellectual property embedded in edefice and
the high quality of its workforce, both of which the Group works rigorously to
protect and nurture. Edefice represents more than 60 man years of development by
the Group's in-house technical team.


Business Development


The Group's preferred route to market is to license edefice to global product
and service companies who embed the edefice technology within their own branded
product lines or service offerings.


To date, Intercede has sold more than 200,000 edefice licences through its
partner network and significantly more licences are expected to be sold through
a step change in the Group's distribution network. Important new relationships
have commenced with GemPlus, Northrop Grumman, and Thales.


These relationships will enable Intercede to sell its edefice product throughout
the world without the need to establish a costly international infrastructure.


The Group continues to resell third party security products, primarily within
its established UK market, to the finance and public sectors. These activities
make an important contribution to earnings. However, as a proportion of total
revenue, these earnings will continue to reduce as the Group moves to an
international indirect distribution model.


Competition in the market for identity management software has been slow to
emerge, mainly due to a general reduction in R&D expenditure within the software
industry and the smart card sector in particular. Under these circumstances, the
Group has an opportunity to exploit its technical lead in a number of market
sectors and to gain a predominant market share in advance of the market
maturing.


International Expansion


The growth in international business over the past 12 months reflects the
success the Group has had in establishing overseas distribution channels. This
trend is anticipated to accelerate and the Group is targeting to generate the
majority of its revenues from international sales in the next year.


All international sales are conducted through selected channel partners, managed
from the Group's UK offices and supported by the Group's website. This approach
is proving to be appropriate and highly cost effective.









Jayne Murphy

Operations Director

29 May 2003







                              INTERCEDE GROUP plc


Preliminary Results for the Year Ended 31 March 2003


                                FINANCIAL REVIEW


The Group continues to make significant progress with limited funds. Whilst the
short term imperative remains to break even and become cash generative, the
Board believes that the platform is in place for substantial growth.


Financial Results


Intercede has continued to drive sales revenues, whilst also maintaining a sharp
focus on product development, in conjunction with tight control over costs. The
Board continues to balance the requirement to achieve short term profitability
with the need to continue to invest in product development, in order to maximise
the longer term market potential.


Over the past 24 months, both sales revenues and margins have increased, whilst
operating costs have been reduced. This has resulted in a substantial reduction
in the level of losses as shown in the table below:

                           Year ended             Year ended
                        31 March 2003          31 March 2002            Change
                                #'000                  #'000                 %
Sales                           1,819                  1,193              52.5
                            -----------            -----------       -----------
Gross profit                    1,291                    743              73.8
Operating costs                (2,365)                (2,939)            (19.5)
                            -----------            -----------       -----------
Operating loss                 (1,074)                (2,196)            (51.1)
                            -----------            -----------       -----------
Loss per share                   (5.6)p                (11.7)p           (52.1)
                            -----------            -----------       -----------



Funding


As at 31 March 2003, the Group had cash balances totalling #317,000. During the
year ended 31 March 2003, the net cash outflow before financing was #1,421,000
compared with #1,211,000 in the prior year. This increase in cash outflow was
due to a number of one-off items and does not reflect the true cash trading
position of the Group.


Action has been taken to reduce overheads during the period and the Board is
continuing to take appropriate actions to constrain near term costs and cash
outflows. However, in order to provide additional flexibility as the Group moves
towards a position of profitability and cash generation, a Placing has been
agreed which will raise approximately #1.37 million of additional funding (#1.25
million net of expenses) at an issue price of 7.8p per ordinary share. This
agreement is subject to shareholder approval at an Extraordinary General Meeting
(EGM) of the Company on 1 July 2003. Further details will be provided in a
Circular which will be sent out to all of the Group's shareholders along with
the 2003 Annual Report.



Summary


The Group has continued to make significant progress with the achievement of the
objectives outlined at the time of its flotation on AIM, notwithstanding the
constraints of the world economy and restricted funding. Whilst the short term
imperative remains to break even and become cash generative, the Board believes
that the platform is in place for substantial growth from a low cost base within
the foreseeable future.



Andrew Walker

Finance Director

29 May 2003


                              INTERCEDE GROUP plc


     Consolidated Profit and Loss Account for the year ended 31 March 2003



                                                    Notes       2003      2002

                                                               #'000     #'000

Turnover                                                       1,819     1,193
Cost of sales                                                   (528)     (450)
                                                             ---------  --------
                                                               
Gross profit                                                   1,291       743
Other operating expenses                                      (2,365)   (2,939)
                                                             ---------  --------
                                                              (1,074)   (2,196)
Operating loss                                                    29        66
Interest receivable and similar income
Interest payable and similar charges                             (78)      (58)
                                                             ---------  --------
                                                              
Loss on ordinary activities before taxation                   (1,123)   (2,188)
Taxation                                                2        212       272
                                                             ---------  --------
                                                                
Retained loss on ordinary activities after taxation             (911)   (1,916)
and for the year                                             ---------  --------
Basic and diluted loss per ordinary share               3       (5.6)p   (11.7)p
                                                             =========  ========



All operations of the Group continued throughout both years and no operations
were acquired or discontinued.


There are no recognised gains or losses in either year other than the loss for
the year.



                              INTERCEDE GROUP plc


Consolidated Balance Sheet at 31 March 2003

                                                               2003       2002
                                                              #'000      #'000

Fixed assets
Tangible assets                                                  70        110
                                                             --------   --------
Current assets
Stocks                                                            2          8
Debtors                                                         544        404
Cash at bank and in hand                                        317      1,772
                                                             --------   --------
                                                                863      2,184

Creditors: Amounts falling due within one year                 (887)    (1,328)
                                                             --------   --------

Net current (liabilities)/assets                                (24)       856
                                                             --------   --------

Total assets less current liabilities                            46        966

Creditors: Amounts falling due after more than one year
Convertible debt                                             (1,432)    (1,432)
Other creditors                                                  (2)       (18)
                                                             --------   --------

                                                             (1,434)    (1,450)
                                                             --------   --------

Net liabilities                                              (1,388)      (484)
                                                             ========   ========

Capital and reserves
Called-up share capital                                       4,095      4,090
Share premium account                                         1,013      1,011
Other reserves                                                1,508      1,508
Profit and loss account                                      (8,004)    (7,093)
                                                             --------   --------

Shareholders' deficit - all equity                           (1,388)      (484)
                                                             ========   ========







                              INTERCEDE GROUP plc


       Consolidated Cash Flow Statement for the year ended 31 March 2003



                                                     Notes       2003     2002
                                                                #'000    #'000

Net cash outflow from operating activities                5    (1,608)  (1,293)
                                                               ========  =======

Returns on investments and servicing of finance
Interest received                                                  30       71
Interest paid                                                     (17)     (34)
Interest element of finance lease rentals                          (5)      (9)
                                                               ========  =======
Net cash inflow from returns on investments and
servicing of finance                                                8       28
                                                               ========  =======

Taxation received                                                 190       93
                                                               ========  =======

Capital expenditure
Purchase of tangible fixed assets                                 (11)     (39)
                                                               ========  =======

Cash outflow before financing                                  (1,421)  (1,211)
                                                               ========  =======

Financing
Issue of ordinary share capital                                     7        -
5% convertible loan stock                                           -      982
Repayment of secured loan                                         (10)     (10)
Capital element of finance lease rentals                          (31)     (31)
                                                               --------  -------

Net cash (outflow)/inflow from financing                          (34)     941
                                                               ========  =======

Decrease in cash in the year                              6    (1,455)    (270)
                                                               ========  =======

                                                          



                              INTERCEDE GROUP plc

              Preliminary Results for the Year Ended 31 March 2003


NOTES


1.       The financial information set out in this announcement does not
constitute the Group's Statutory Accounts for the years ended 31 March 2002 or
2003, but is derived from those accounts. Statutory Accounts for 2002 have been
delivered to the Registrar of Companies and those for 2003, which have been
approved by the Board of Directors, will be delivered following the Group's
Annual General Meeting. Accounting policies have been consistently applied
throughout both accounting periods. The Company's auditors have reported on
those accounts; their reports were unqualified and did not contain statements
under Section 237(2) or (3) of the Companies Act 1985.


2.  TAX ON LOSS ON ORDINARY ACTIVITIES


         The tax credit comprises:

                                                                  Year ended 31
                                                                        March
                                                          2003           2002
                                                         #'000          #'000

Current year - UK corporation tax                          201            179
Adjustment in respect of prior periods                      11             93
                                                      ----------     ----------

                                                           212            272
                                                      ==========     ==========


The tax credit relates to tax relief for research and development expenditure.


3.   BASIC AND DILUTED LOSS PER ORDINARY SHARE


The calculations of loss per ordinary share are based on the loss for the
financial year and the weighted average number of ordinary shares in issue
during each year.

                                                                   Year ended 31
                                                                         March
                                                           2003           2002
                                                          #'000          #'000

Loss for the year                                          (911)        (1,916)
                                                     ------------    -----------

                                                         Number         Number

Weighted average number of shares                    16,372,931     16,360,485
                                                     ------------    -----------

                                                          Pence          Pence

Basic and diluted loss per ordinary share                  (5.6)         (11.7)
                                                     ============    ===========



4.   DIVIDEND


The Directors do not recommend the payment of a dividend.


5.   RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOW

                                                             2003         2002
                                                            #'000        #'000

Operating loss                                             (1,074)      (2,196)

Depreciation charge                                            51           48
Decrease in stock                                               6            -
(Increase)/decrease in debtors                               (119)         433
(Decrease)/increase in creditors                             (472)         422
                                                          ---------      -------

Net cash outflow from operating activities                 (1,608)      (1,293)
                                                          =========      =======



6.   ANALYSIS AND RECONCILIATION OF NET DEBT

                                                     2002    Cash Flow      2003
                                                    #'000        #'000     #'000

Cash at bank and in hand                            1,772       (1,455)      317
                                                  ---------     --------  --------

Debt due within one year                              (10)           -       (10)
Debt due after one year                            (1,444)          10    (1,434)
Finance leases                                        (37)          31        (6)
                                                  ---------     --------  --------

                                                   (1,491)          41    (1,450)
                                                  ---------     --------  --------

Net cash                                              281       (1,414)   (1,133)
                                                  =========     ========  ========


The reconciliation of net cash flow to the movement in net debt is as follows:
                                                                2003        2002
                                                               #'000       #'000

Decrease in cash in the year                                  (1,455)       (270)
Cash inflow from decrease in debt and lease financing             41          41
                                                              --------    --------

Change in net debt resulting from                             (1,414)       (229)
cash flows
New convertible debt                                               -        (982)
                                                              --------    --------

Movement in net cash in the year                              (1,414)     (1,211)
Net cash at beginning of year                                    281       1,492
                                                              --------    --------

Net (debt)/cash at end of year                                (1,133)        281
                                                              ========    ========


7.   ANNUAL GENERAL MEETING


The Annual General Meeting of the Company will be held at 10.00am on Tuesday 1
July 2003 at Lutterworth Hall.



8.   ANNUAL REPORT AND ACCOUNTS


Copies of the full Statutory Accounts will be despatched to shareholders in due
course. Copies will also be available on the website (www.intercedegroup.com)
and from the registered office of the Company: Lutterworth Hall, St. Mary's
Road, Lutterworth, Leicestershire, LE17 4PS.






                      This information is provided by RNS
            The company news service from the London Stock Exchange

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