FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
19 March 2003
BALTIMORE TECHNOLOGIES PLC
(Registrant's name)
Baltimore Technologies plc, 1310 Waterside, Arlington Business Park
Theale, Reading, Berkshire, England RG7 4SA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F..X... Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X...
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b).
EXHIBIT INDEX
Press Release regarding: Final Results dated: 19 March 2003
Re Contract dated: 19 March 2003
Exhibit No. 1 Final Results dated: 19 March 2003
Baltimore Technologies plc
Preliminary Results Announcement
for the year ended 31 December 2002
London, UK - 19 March 2003 - Baltimore Technologies plc (London: BLM) today
announced its unaudited Preliminary results for the year ending 31 December
2002.
Financial Highlights for 2002
- Total revenues for the full year, including discontinued operations were
GBP35.0 million (2001: GBP70.4 million).
- Revenues from continuing operations amounted to GBP26.5 million during 2002
(2001: GBP33.6 million) and GBP12.98 million during H2 2002 (H2 2001:
GBP13.08 million).
- Gross Margin was 54% (2001:53%).
- Operating expenses before exceptional items were GBP59.6 million (2001:
GBP258.9million) representing a decrease of 77% from 2001.
- LBITDA * of GBP22.4 million (2001: GBP86.2 million) representing a decrease
of 74%.
- Net operating expense as represented by LBITDAE * has been reduced to
approximately GBP1.1million per month during H2 2002 (H2 2001: GBP5.1
million per month) representing an improvement of 78% over the previous
year.
- Loss before Tax GBP65.3 million (2001: GBP 659.7 million).
- Cash balance of GBP17.9 million at year-end (2001: GBP21.2 million) with
GBP2-3million still to come in relation with 2002 divestments and no
outstanding bank debt other than a GBP300,000 mortgage.
- As part of the planned headcount reductions, headcount was 295 as at 31
December 2002 (December 2001:885) and at the end of February was 274.
Bijan Khezri, Chief Executive Officer of Baltimore Technologies commented
"We have successfully revitalised and strengthened our core business,
reinvigorated our employee base, invested in promising new product categories,
reinforced partnerships and laid the foundation for an increasingly productive
operational infrastructure. We continue to win some of the industry's most
significant and high profile transactions worldwide. Today, our challenge is to
grow revenues rather than to drive profitability through cost reduction. The
overall market environment remains uncertain, difficult to predict and
slow-moving causing a lengthening of the sales cycle."
* please see reconciliation of LBITDA/LBITDAE below
UNAUDITED GROUP FINANCIAL HIGHLIGHTS
Total Continuing Discontinued Total Continuing Discontinued Total Percentage
For the Operations Operations For the Operations Operations For the Change
Year For the Year For the Year Year For the Year For the Year Year
Ended Ended Ended Ended Ended Ended Ended
31 December 31 December 31 December 31 December 31 December 31 December 31 December
2002 2002 2002 2002 2001 2001 2001
$m(**) GBPm GBPm GBPm GBPm GBPm GBPm %
Revenue 56.4 26.5 8.5 35 33.6 36.8 70.4 (50.2%)
Software 20.7 9.3 3.6 12.9 13.9 17.4 31.3 (58.9%)
Revenue
included above
Gross Profit 30.6 14.1 4.9 19.0 18.3 19.0 37.3 (49%)
Gross Profit % 54% 53% 57% 54% 54% 52% 53% (1%)
Loss before (36.1) (20.7) (1.7) (22.4) (65.6) (20.6) (86.2) (74%)
interest, tax,
depreciation
and
amortisation
of goodwill
and
intangibles
(LBITDA)*
Operating Loss (94.6) (51.1) (7.7) (58.8) (159.5) (504.4) (663.9) (91.1%)
Amortisation (51.1) (26.3) (5.4) (31.7) (88.6) (481.3) (569.9) (94.4%)
and impairment
of goodwill
and
intangibles
included above
Loss before (105.1) (48.1) (17.2) (65.3) (155.5) (504.2) (659.7) (90.1%)
taxation
Shareholders' 26.4 - - 16.4 - - 83.0 (80.2%)
Funds
Loss per Share (201.5) (93.6) (31.6) (125.2) (314.1) (1004.0) (1318.1) (90.5%)
Basic (cents/
pence) +
Employees at - 295 - 295 481 404 885 (66.7%)
end of period
**Translated at the convenience rate of GBP1 = $1.6099
* Please see reconciliation of LBITDA/LBITDAE below
+ On 12 May 2000 the Company's ordinary shares were split on a 10 for 1 basis
and this was reversed with a 10 for 1 consolidation, approved on 16 December
2002 and implemented with effect from 18 December 2002. All share and per share
information has been restated to give effect to this consolidation.
About Baltimore Technologies
Baltimore Technologies' products, services and solutions solve the fundamental
security and trust needs of e-business. Baltimore's e-security technology gives
companies the necessary tools to verify the identity of who they are doing
business with and securely manage which resources and information users can
access on open networks. Many of the world's leading organisations use
Baltimore's e-security technology to conduct business more efficiently and cost
effectively over the Internet and wireless networks. Baltimore also offers
worldwide support for its authorisation management and public key-based
authentication systems.
Baltimore's products and services are sold directly and through its worldwide
partner network, Baltimore TrustedWorld. Baltimore Technologies is a public
company, principally trading on London (BLM). For more information on Baltimore
Technologies please visit http://www.baltimore.com
For further information:
Smithfield Financial
Andrew Hey 020 7903 0676
Nick Bastin 020 7903 0633
###
Certain statements that are not historical facts including certain statements
made over the course of this document may be forward-looking in nature. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance and achievements of
the Company to be materially different from any future results, performance or
achievements implied by such forward-looking statements.
###
Basis of preparation
The preliminary results have been prepared in accordance with the Group's
accounting policies and are consistent with the policies set out in the annual
report and accounts for the year to 31 December 2001.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2002 or 2001. The statutory
accounts for 2002 will be finalised on the basis of the financial information
presented by the Directors in this preliminary announcement and will be
delivered to the Registrar of Companies following the Company's annual general
meeting.
Preliminary Statement
As predicted, 2002 was a difficult trading year for Baltimore, in common with
the majority of companies in the IT sector. However, 2002 has been an important
year in four regards:
- The restructuring process launched in autumn 2001 has been completed;
- Baltimore's position as a high-end security infrastructure software
company has been reinforced by new product offerings and customer wins;
- The future shape of the IT infrastructure is becoming evident, in
particular in regard to security services; and
- Baltimore has been repositioned for future growth.
Financial results
Financial Highlights
As a number of disposals were made over the year, a comparison with the previous
year's performance is difficult.
The focus on restructuring and cost cutting has seen LBITDA for the continuing
operations fall to GBP20.8 million (2001: GBP65.6million). Operating expenses
before exceptional items for 2002 were GBP59.6 million, representing a decrease
of 77% from 2001 (GBP258.9 million), reflecting the impact of the restructuring
activity. The loss before tax has been substantially reduced from GBP659.7
million to GBP65.3 million.
Exceptional charges in the period totalled GBP18.2 million and comprised
redundancy costs of GBP3.0 million, the provision for rent on vacant property of
GBP0.4 million, impairment of goodwill and intangible assets of GBP12.4 million
and impairment of investments of GBP2.4 million.
Total revenues for 2002 were GBP35 million, a decrease of 50% compared to the
same period last year of GBP70.4million. These results include a revenue
contribution of GBP8.5 million from Content Technologies and Baltimore
Technologies Japan until 31 March 2002 and from the operations of Baltimore
Technologies Pty Ltd until 31 May 2002.
In September 2002, we sold our Hardware business to AEP Systems, from whom we
now source product, which is sold through our distribution channels. Whilst this
hardware transaction has impacted our gross margin because we are now buying in
the products, this has been largely off-set by the removal of fixed and variable
costs associated with the business.
Net operating expense as represented by LBITDAE has been reduced to
approximately GBP1.1 million per month during H2 2002 (H2 2001: GBP5.1 million
per month), representing an improvement of 78%. The Company had a cash balance
at the end of the period of GBP17.9 million (2001: GBP21.2 million), having
received GBP19.5 million (before costs) from the sale of the Content
technologies business, the sale of shares held in Baltimore Technologies Japan
and the sale of the Australian and Hardware businesses, with GBP2-3m still to
come in relation with 2002 divestments and no outstanding bank debt other than a
GBP300,000 mortgage.
Headcount at 31st December 2002 was 295 (2001:885) and, as part of the planned
reductions, headcount has since fallen further to 274 as at 28 February 2003.
As a result of the disposals and restructuring shareholders funds have fallen
from GBP83.0 million to GBP16.4 million.
The company succeeded in winning more than 50 new clients, including blue chip
names such as ING Bank, Lloyds of London, Orange, SFR, Siemens, the Italian
Ministry of Defence and the Dutch Government. In H2 2002 we generated revenues
of GBP12.98 million in our core operations - our third consecutive half year
period of stable revenues.
Baltimore's Core business - our Continuing Operations
Our Continuing Operations represent just our core business of authorisation and
public key based authentication products and solutions. Revenue from Japan and
from the former Australian operation is now reported as third party revenues.
We have split out our performance into half-year periods to demonstrate the
relative stability of our revenues since the end of H1 2001.
H1 01 H2 01 FY 01 HI 02 H2 02 FY 02
Continuing operations 20.56 13.08 33.64 13.52 12.98 26.5
Discontinued 18.36 18.42 36.78 8.55 0.00 8.55
operations
Total 38.92 31.5 70.42 22.07 12.98 35.05
Licence revenues for continuing operations were GBP9.3 million (2001: GBP13.9
million) and accounted for 35% of total revenue in 2002 compared to 41% in 2001.
Services revenue for continuing operations for 2002 was GBP12.6 million, a
decrease of 24% over last year. As Services revenue is closely linked to licence
revenue, this decrease further reflects the global slowdown in IT spending.
EMEA remains the Company's most significant market, accounting for 74% of sales,
from continuing operations while APAC and the US account for 8% and 18%
respectively. We continue to pursue opportunities for revenue growth in APAC and
in the US.
Gross Margin for the year was 54% (2001:53%). The good progress reported in H1
2002 was adversely impacted during H2 2002 by two factors: first, the change in
treatment of the Hardware business following its sale and; secondly, lower
margin from Professional Services related to the effect of a major contract. The
closer integration of Professional Services in EMEA into our core business model
should lead to improved utilisation and an improvement in gross margin.
Executing and completing the restructuring process
The objectives of the restructuring process have been twofold: first, to refocus
our Company on its core products of authentication and authorisation
technologies as a software security specialist and second, to lay the foundation
for continuous improvement in operational productivity. Four areas stand out:
- Total commitment to innovation. Throughout the restructuring process we
put our ability to innovate first. Today, we have a strong product and
technology platform on which to build.
- Our global presence has been reinforced through tighter integration.
Through the reduction of management layers in Asia-Pacific, EMEA and the US,
we have actually strengthened our regional presence. This has allowed us to
better leverage knowledge and integrate worldwide customer experiences
throughout the Company. We continue to win high-profile accounts in all
three regions: the Americas, EMEA and APAC.
- Professional Services (PS) has been refocused around our partner-centric
business model. As high-end security specialists, our PS force is the '
consultant to the consultants'. Our depth of high-end PS security expertise
is very competitive worldwide. It has been underutilised, in particular at
the end of the last year, but this should be corrected through having a
closer engagement with customers and partners.
- The management structure has been reinforced. The Management Committee,
chaired by Bijan Khezri, consists of all five EVP's and the four SVP's, who
together are responsible for the key functions and regions of the business.
This facilitates fast and effective decisions and direction.
Baltimore's position as a high-end security infrastructure software company
Today, Baltimore Technologies has a leading position - worldwide - in high-end
PKI-based security process management software for the Finance and Government
sectors. During 2002, supported by our SelectAccess authorisation product, we
have succeeded in further strengthening our brand recognition for high-end
security workflow management. The highly modular, open and flexible architecture
of all our products remains without parallel in our industry.
Despite the restructuring process, we have not lost any major customers, and we
had a renewal rate in excess of 80% for support contracts. The growing, global
and blue chip nature of our customer base, combined with recurrent support
service contracts, which extend the ongoing client relationship, together
constitute a core asset of our Company.
The launch of Version 5.0 of SelectAccess in April 2002 set the benchmark for
state-of-the-art authorization technology, as numerous independent product
reviews have testified. New customer deployments, such as the win at Siemens
Transportation Group, as well as significant licence upgrades in established
accounts, highlight the strengths of the product specification and
cost-effectiveness of Select Access.
The future of SelectAccess will be important not just as a standalone
authorisation product but, as a key technology for our increasingly user-centric
security workflow management offering. During 2003 we plan to further enhance
SelectAccess' interoperability with major IT platform vendors, and progressively
add other Identity Management and web services features while building market
share.
The launch of UniCERT Version 5.0 in June 2002 - strengthening functionality
while streamlining ease of deployment - represented a milestone in UniCERT's
product history. Worldwide, UniCERT stands out as the flagship certificate
lifecycle management platform. Not only as a stand alone product but also as an
embedded technology, UniCERT will play a critical role in high-end IT
infrastructure for the years to come.
Towards the end of 2002, we launched Trusted Business Suite (TBS). TBS packages
and pre-configures our core products so that they can be seamlessly exploited in
combination with specific Third Party applications. The Oracle Trusted Portal
Solution is just one example of packaging our core technologies to
security-empower leading Third Party platform applications.
Baltimore has been repositioned for future growth
We have successfully revitalized and strengthened our core business,
reinvigorated our employee base, invested in promising new product categories
(Trusted Business Suite; Web Services), reinforced our strategic partnerships
(in particular with Microsoft and Oracle) and laid the foundation for an
increasingly productive operational infrastructure. Today, our challenge is to
grow revenues rather than to drive profitability through cost reduction.
Whilst we expect that the overall IT environment will remain sluggish throughout
2003, we believe that spending will become increasingly selective and focused.
While overall IT budgets may not grow, security as part of IT budgets should
increase during 2003. Public sector demand will be critical, because the private
sector environment will remain very challenging, slow moving and unpredictable.
We expect that both the vertical mutualisation of trust infrastructures and the
advent of new services that allow, for example, banking institutions to increase
transaction volume, will together determine the expansion of trust schemes such
as Identrus. We anticipate an increase in the adoption of trust schemes in
banking and finance. Financial clearing services providers, such as BBS in
Norway and Actalis in Italy, will increasingly allow their banking clients to
both mutualise the infrastructure investment for trust schemes such as Identrus
and also focus on new revenue-generating opportunities. These trends should
positively impact the growth of Baltimore infrastructure products and services.
Throughout 2002, major wins in Government and Finance worldwide are strong
evidence of our continuing competitiveness. During 2003, we expect, demand for
our infrastructure products to spread to Finance and Government organisations in
Eastern & Central Europe, the Middle East and Northern & South East Asia.
We believe that Baltimore is well positioned to take advantage of an increasing
appreciation of the value and importance of IT security. However, our future
success will be significantly determined by the following factors.
Innovation. We will further exploit our core expertise in managing
security processes and policies, in particular in areas such as digital
signatures. Our objective is to emerge as the leader for high-end
PKI-based security workflow management.
Partnerships. During 2002 we have successfully rebuilt a partner centric
business model. During 2003 our partners will play a critical role in
extending our market reach to high-end enterprises.
Productivity. During 2002 we have achieved a very effective operational
infrastructure. During 2003, growth in software revenues will be key to
our productivity.
Transparency. As the normalisation of our business has taken root, we
are now in a position to provide transparent access to our technology
vision and business model. During 2003, we believe, Baltimore will offer
a very tangible proposal as both an investment opportunity as well as a
business partnership.
Board and Management Changes
Phil Smith was appointed as Chief Financial Officer in March, and Chris Bunker
retired as a non-Executive Director after the Annual General Meeting in May.
John Cunningham, the senior independent Director, replaced Chris Bunker as
Chairman of the Audit Committee. There are no plans to appoint any additional
non-Executive Directors, as we believe that a Board of two Executive Directors
and four non-Executive Directors, three of whom are independent, is the correct
balance for a Company of our size.
The non-Executive Directors continue to receive only one-third of their fees in
cash, with the balance postponed until after the AGM, when shareholders will be
asked to approve that the balance be paid in shares.
Outlook
So far this year we have continued to win competitive business worldwide.
However, due to the current macroeconomic and geopolitical uncertainties, there
has been a relatively slow start to the year, as is true for the sector in
general. Until our customers and the Board have better visibility of the effect
of these uncertainties, it is difficult for us to predict our performance and
manage overall expectations.
Peter Morgan
Chairman
Unaudited Consolidated profit and loss account
Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Year to Operations Operations Year to
Year to Year to 31 Year to Year to 31
31 December 31 December December 31 December 31 December December
2002 2002 2002 2001 2001 2001
Revenue GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Existing operations 26,496 8,548 35,044 33,639 36,782 70,421
Cost of sales (12,372) (3,653) (16,025) (15,328) (17,763) (33,091)
Gross profit 14,124 4,895 19,019 18,311 19,019 37,330
Administrative expenses (47,284) (12,333) (59,617) (108,916) (149,964) (258,880)
Exceptional items (17,911) (273) (18,184) (68,855) (373,454) (442,309)
Total administrative (65,195) (12,606) (77,801) (177,771) (523,418) (701,189)
expenses
Operating loss (51,071) (7,711) (58,782) (159,460) (504,399) (663,859)
Gain/(Loss) on sale of 1,741 (9,790) (8,049) - - -
businesses
Gain on sale of tangible 591 - 591 - - -
fixed assets of
continuing operations
Interest receivable and 955 296 1,251 5,348 344 5,692
similar income
Interest payable and (254) (18) (272) (1,382) (162) (1,544)
similar charges
Loss on ordinary (48,038) (17,223) (65,261) (155,494) (504,217) (659,711)
activities before
taxation
Tax on loss on ordinary (368) (35) (403) (75) (91) (166)
activities
Loss on ordinary (48,406) (17,258) (65,664) (155,569) (504,308) (659,877)
activities after
taxation
Minority interest - 936 936 - 7,029 7,029
Loss for the financial (48,406) (16,322) (64,728) (155,569) (497,279) (652,848)
period
Loss for the period (64,728) (652,848)
retained for equity
shareholders
Loss per share Pence Pence Pence Pence Pence Pence
Basic and diluted (93.6) (31.6) (125.2) (314.1) (1004.0) (1,318.1)
Unaudited Consolidated balance sheet
31 December 2002 31 December 2001
GBP000 GBP000
Fixed assets
Intangible assets 4,582 59,030
Tangible assets 7,359 18,396
Investments 6,151 442
18,092 77,868
Current assets
Stocks 19 802
Debtors 15,008 27,905
Cash at bank and in hand 17,883 21,240
32,910 49,947
Creditors (including convertible debt): (28,892) (30,832)
amounts falling due
within one year
Net current assets 4,018 19,115
Total assets less current liabilities 22,110 96,983
Creditors (including convertible debt): (1,905) (2,969)
amounts falling due after
more than one year
20,205 94,014
Provisions for liabilities and charges (3,808) (3,490)
Minority interest - (7,553)
Net assets 16,397 82,971
Capital and reserves
Called up share capital 535 514
Share premium account 375,953 374,680
Shares to be issued 3,430 4,658
Merger reserve 609,409 609,409
Warrant reserve 21,501 21,501
Profit and loss account (994,431) (927,791)
Shareholders' funds - equity 16,397 82,971
Unaudited Consolidated cash flow statement
Year to 31 December Year to 31 December
2002 2001
GBP000 GBP000
Net cash outflow from operating activities (17,466) (69,955)
Returns on investments and servicing of finance 1,163 2,569
Taxation 392 68
Capital expenditure and financial investments 3,114 (12,462)
(Acquisitions)/Disposals 9,821 (7,195)
Net cash outflow before financing (2,976) (86,975)
Financing
Issue of ordinary shares - 1,908
Repayment of convertible loan notes - (20,675)
Cash removed from/(placed in) escrow to secure - 20,675
convertible loan notes
Decrease in debt (544) (835)
(544) 1,073
(Decrease)/increase in cash in the year (3,520) (85,902)
Unaudited Reconciliation of net cash flow to movement in net funds/(debt)
Year to 31 December Year to 31 December
2002 2001
GBP000 GBP000
(Decrease)/increase in cash in year (3,520) (85,902)
Cash flow from decrease in debt and lease 588 835
repayments
Change in net funds resulting from cash flows (2,932) (85,067)
Exchange differences 162 (644)
Acquisitions and loan notes - 20,675
Movement in net debt in year (2,770) (65,036)
Net funds at beginning of period 18,546 83,582
Net funds at year end 15,776 18,546
Segmental Information
An analysis of revenue from external customers by location of customer for the
period was as follows:
Continuing Discontinued Total Year Continuing Discontinued Total Year
Operations Operations Year to 31 Operations Year Operations Year to 31
Year to 31 to 31 December December to 31 December to 31 December December
December 2002 2002 2002 2001 2001 2001
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
United Kingdom 6,284 1,581 7,865 12,505 5,661 18,166
Ireland 818 45 863 655 208 863
Rest of Europe 12,402 942 13,344 11,000 4,491 15,491
Australia 160 1,980 2,140 (27) 4,269 4,242
Asia 2,054 2,305 4,359 442 12,667 13,109
Africa 93 81 174 267 325 592
North and South America 4,776 1,523 6,299 11,494 6,464 17,958
Net Intercompany (91) 91 - (2,697) 2,697 -
26,496 8,548 35,044 33,639 36,782 70,421
An analysis of revenue from external customers by type of revenue for the period
was as follows:
Continuing Discontinued Total Year Continuing Discontinued Total Year
Operations Operations Year to 31 Operations Year Operations Year to 31
Year to 31 to 31 December December to 31 December to 31 December December
December 2002 2002 2002 2001 2001 2001
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Licence 9,282 3,585 12,867 13,939 17,360 31,299
Hardware products 1,292 51 1,343 2,580 372 2,952
Services
Professional Services 3,822 1,479 5,301 7,744 5,612 13,356
Service and support 7,436 2,594 10,030 7,050 8,180 15,230
Hosting 1,294 641 1,935 1,827 1,677 3,504
Other (third party 3,461 107 3,568 3,196 884 4,080
products)
Net Intercompany (91) 91 - (2,697) 2,697 -
26,496 8,548 35,044 33,639 36,782 70,421
Analysis of administrative expenses
Continuing Discontinued Total Year to Continuing Discontinued Total Year to
Operations Operations Year 31 December Operations Year Operations Year 31 December
Year to 31 to 31 December 2002 to 31 December to 31 December 2001
December 2002 2002 2001 2001
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Research and development 9,941 1,181 11,122 18,139 5,992 24,131
Sales and marketing 18,646 4,303 22,949 48,904 26,387 75,291
General administrative
expenses 10,256 1,753 12,009 22,115 9,704 31,819
Amortisation and
impairment of goodwill and
intangible assets 26,352 5,369 31,721 88,613 481,335 569,948
Administrative expenses 65,195 12,606 77,801 177,771 523,418 701,189
Amortisation includes a charge for the impairment of goodwill and intangible
assets of GBP12.4million. The revised carrying value of the asset was taken as
the higher of the value in use and net realizable value in accordance with
Financial Reporting Standard 11 - Impairment of Fixed Assets and Goodwill.
Exceptional Items
Included in the above are the following exceptional items:
Continuing Discontinued Total Year to Continuing Discontinued Total Year to
Operations Year Operations Year 31 December Operations Year Operations 31 December
to 31 December to 31 December 2002 to 31 December Year to 31 2001
2002 2002 2001 December 2001
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Impairment of goodwill
and intangible assets 11,242 1,151 12,393 55,975 370,989 426,964
Cancelled infrastructure
projects - - - 3,567 - 3,567
Redundancy 3,000 - 3,000 4,009 1,457 5,466
Vacant property provision 1,269 (878) 391 1,891 1,008 2,899
Write down of fixed - - - 2,856 - 2,856
assets
Impairment of Investment 2,400 - 2,400 557 - 557
17,911 273 18,184 68,855 373,454 442,309
Reconciliation of LBITDA/LBITDAE
Continuing Discontinued Total Year to Continuing Discontinued Total Year to
Operations Operations Year 31 December Operations Year Operations 31 December
Year to 31 to 31 December 2002 to 31 December Year to 31 2001
December 2002 2002 2001 December 2001
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Operating Loss (51,071) (7,711) (58,782) (159,460) (504,399) (663,859)
Exclude
Depreciation 3,968 672 4,640 5,227 2,491 7,718
Amortisation 15,110 4,218 19,328 32,638 110,346 142,984
Impairment 11,242 1,151 12,393 55,975 370,989 426,964
LBITDA (Loss before (20,751) (1,670) (22,421) (65,620) (20,573) (86,193)
interest, tax depreciation
and amortisation of
goodwill and intangibles)
Exceptional Items 6,669 (878) 5,791 12,880 2,465 15,345
(excluding impairment,
included in amortisation)
LBITDAE (Loss before (14,082) (2,548) (16,630) (52,740) (18,108) (70,848)
interest, tax,
depreciation, amortisation
of goodwill and
intangibles and
exceptional items)
Exhibit No. 2 Re Contract dated: 19 March 2003
Saudi Arabian Monetary Agency (SAMA) chooses Baltimore Technologies to Establish
eTrust Centre
Baltimore Technologies wins new $2.8 million contract, enabling Saudi banks to
transact using digital signatures
London - March 19th, 2003: Baltimore Technologies (London: BLM), a global leader
in e-security, today announced that the Saudi Arabian Monetary Agency (SAMA),
the central bank of the Kingdom of Saudi Arabia, has chosen Baltimore
Technologies to provide a comprehensive security solution to enable on-line
trusted transactions for the network of Saudi Arabia-based banks. Baltimore
UniCERTTM, the company's flagship Public Key Infrastructure (PKI) product, will
underpin the online payments systems within the Banking sector to assure the
integrity and authenticity of all transactions. In addition, Baltimore's PKI
technology will be used to create the Root Certificate Authority for the
financial services industry within the Kingdom.
The system allows SAMA to act as a trusted Certificate Authority (CA) for one of
the Gulf Region's most important banking networks. UniCERT provides SAMA with a
complete policy based Digital Certificate Management System for the creation and
management of certificate-based digital identities and signatures. In addition,
Baltimore's professional services and security consultancy practice are working
with SAMA and the Banks to establish the eTrust Centre.
"Baltimore was selected because of its flexible and scalable PKI-based digital
identity and signature management system. Baltimore's ability to provide a
complete solution for this project has been a decisive factor and enables SAMA
to ensure that Saudi banks can conduct e-business with confidence using digital
signatures." commented Mr. Ibrahim S. Al-Sayari, Director of Banking Technology
- - SAMA.
"This project not only emphasises Baltimore's position as the leading provider
of high-end PKI-based trust infrastructures in the global financial services as
well as Government sectors, but also demonstrates our commitment to the Gulf
Region," added Bijan Khezri, chief executive of Baltimore Technologies plc. "We
see this transaction as a critical platform for expansion into the region, which
we believe, will provide significant growth in IT investment in the years to
come. Historically, SAMA has been recognised for technology leadership and has
also frequently set the standard throughout the region. We are looking forward
to a long-term partnership with SAMA."
Baltimore has partnered with Mohammed M. Al Rumaih Co. in Saudi Arabia who will
provide local support and services. The eTrust Centre will be Gulf Region's
first large scale application of PKI technology in the banking sector. As
Baltimore's security technology is scalable to support millions of transactions
daily, SAMA can also leverage the system to issue digital certificates to the
wider corporate community, allowing businesses throughout the Kingdom of Saudi
Arabia to securely transact online.
About SAMA
Saudi Arabian Monetary Agency (SAMA), is the central bank of the Kingdom of
Saudi Arabia. Please visit http://www.sama.gov.sa
About Baltimore Technologies
Baltimore Technologies' products, services and solutions address the fundamental
security needs of e-business in distributed environments. Baltimore's e-security
technology enables companies to verify the identity of electronic counterparties
and securely manages which resources and information users can access through
open networks. Many of the world's leading organisations in Finance and
Government have deployed Baltimore's e-security technology to enable e-business
over fixed and wireless networks. Baltimore also offers worldwide support for
its authorization management and public key-based authentication products.
Baltimore's products, services and solutions are sold directly as well as
through its worldwide partner network, Baltimore TrustedWorldTM. Baltimore
Technologies is a public company, listed on the London Stock Exchange (BLM). For
more information on Baltimore Technologies, please visit
http://www.baltimore.com
Media Contacts - Baltimore Technologies:
Irene Dehaene Dan Chappell
Baltimore Technologies Brands2Life
Tel: +353 1 881 6407 +44 20 7386 6200
irene.dehaene@baltimore.com dan.chappell@brands2life.com
Trademarks
UniCERT and SelectAccess are trademarks of Baltimore Technologies plc. All other
product names are trademarks or registered trademarks of their respective
owners.
Legal Disclaimer
Certain statements that are not historical facts including certain statements
made over the course of this document may be forward-looking in nature. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance and achievements of
the Company to be materially different from any future results, performance or
achievements implied by such forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALTIMORE TECHNOLOGIES PLC
By:___/s/ Simon Enoch ___
Name: Simon Enoch
Title: Secretary and General Legal Counsel
Date: 19 March 2003