Announcement • Jun 27
FD Technologies Expects Cancellation of Listing of Shares from AIM and Euronext Growth Dublin on 22 July 2025 On 8 May 2025, the boards of directors of FD Technologies plc and KAIROS BIDCO LIMITED (Bidco) announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of FD Technologies (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Expected Suspension of dealings in FD Technologies Shares on AIM and Euronext Growth Dublin is expected by 7.30 a.m. on 21 July 2025. Effective Date of the Scheme is 21 July 2025. Expected Cancellation of listing of FD Technologies Shares from AIM and Euronext Growth Dublin is expected by 7.00 a.m. on 22 July 2025. Announcement • May 27
FD Technologies plc to Report Fiscal Year 2025 Results on Jun 03, 2025 FD Technologies plc announced that they will report fiscal year 2025 results at 8:00 AM, GMT Standard Time on Jun 03, 2025 Announcement • May 08
FD Technologies Intends to Request LSE and Euronext to Cancel the Admission to Trading of Shares The boards of KAIROS Bidco LIMITED and FD Technologies plc announced that they have reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued ordinary share capital of FD Technologies (the "Acquisition"). The Acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. FD Technologies Shares are currently admitted to trading on AIM and on Euronext Growth Dublin. Before the Scheme becoming Effective, it is intended that requests will be made to the London Stock Exchange and to Euronext to cancel the admission to trading of FD Technologies Shares on AIM and on Euronext Growth Dublin, respectively, with effect from or shortly after the Effective Date. The last day of dealings in FD Technologies Shares on AIM and on Euronext Growth Dublin is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date. No dealings in FD Technologies Shares will be registered after this date. On the Effective Date, share certificates in respect of FD Technologies Shares will cease to be valid and entitlements to FD Technologies Shares held within the CREST system will be cancelled. It is also proposed that, following the Effective Date and after its shares are delisted, FD Technologies will be re-registered as a private limited company under the relevant provisions of the Companies Act. Announcement • May 07
FD Technologies Confirms Advanced Discussions with TA Associates Management The Board of FD Technologies plc (AIM:FDP) ("FD Technologies" or the "Company") noted the recent movement in its share price and confirmed that it is in advanced discussions with TA Associates Management, L.P. ("TA Associates"), after having received a number of non-binding proposals in relation to a possible cash offer by funds managed by TA Associates for the entire issued and to be issued share capital of the Company. The most recent proposal was received from TA Associates on 24 March 2025 in relation to a possible cash offer of £24.50 per FD Technologies share (the "Possible Offer"). The Possible Offer includes an unlisted share alternative. The Possible Offer is at a level which, should a firm offer be made on the same financial terms, the Board of FD Technologies would be minded to recommend such a firm offer to FD Technologies shareholders, subject to the agreement of other customary terms and conditions. There can be no certainty that a firm offer will be made. A further announcement will be made if and when appropriate. In accordance with Rule 2.6(a) of the Code, TA Associates is required, by not later than 5.00 p.m. on 4 June 2025, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code. New Risk • May 07
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 2.6% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. This is currently the only risk that has been identified for the company. Announcement • May 07
TA Associates Management, L.P. proposed to acquire FD Technologies plc (AIM:FDP) for approximately £540 million. TA Associates Management, L.P. proposed to acquire FD Technologies plc (AIM:FDP) for approximately £540 million on March 24, 2025. A cash consideration valued at £24.5 per share will be paid by TA Associates Management, L.P.
The Possible Offer is at a level which, should a firm offer be made on the same financial terms, the Board of FD Technologies would be minded to recommend such a firm offer to FD Technologies shareholders, subject to the agreement of other customary terms and conditions. There can be no certainty that a firm offer will be made. A further announcement will be made if and when appropriate. TA Associates is required, by not later than June 4, 2025, to either announce a firm intention to make an offer for the Company. This deadline can be extended with the consent of the Panel on Takeovers and Mergers.
Anton Black, Warner Mandel, and Mitul Manji of N.M. Rothschild & Sons Limited, James A. Kelly, Mose Adigun and Jonty Edwards of J.P. Morgan Securities plc and Carlton Nelson, Virginia Bull and James Smith of Investec Bank plc acted as financial advisors and Allen Overy Shearman Sterling LLP acted as legal advisor for FD Technologies plc. Board Change • May 06
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 1 highly experienced director. Independent Non-Executive Director Usama Fayyad was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Board Change • Mar 25
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 1 highly experienced director. Independent Non-Executive Director Usama Fayyad was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Board Change • Mar 05
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 1 highly experienced director. Independent Non-Executive Director Usama Fayyad was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Dec 19
FD Technologies plc Proposes Special Dividend FD Technologies plc informed if the Tender Offer is undersubscribed or does not take place, such that the full £120 million is not returned through the Tender Offer, the Board currently intends to return any remaining balance by way of a proposed interim dividend (the Special Dividend) in such a manner that the value returned to Shareholders by way of the Tender Offer and the Special Dividend is £120 million in aggregate. Announcement • Dec 03
EPAM Systems, Inc. (NYSE:EPAM) completed the acquisition of First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP). EPAM Systems, Inc. (NYSE:EPAM) has entered into an agreement to acquire First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) for £230 million on October 6, 2024. Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to sell the entire issued share capital of the Target to the Purchaser for total consideration of £230 million on a cash-free, debt-free basis. The Group will complete the Group Reorganisation pursuant to which the First Derivative Business (including the Target Group Companies) will be transferred out of the Existing Group and into the Target, to the extent not already held by the Target. The consideration payable by the Purchaser to the Company at completion is expected to be approximately £225 million, following adjustment for debt and debt-like items and a customary working capital adjustment. As part of the Divestment, the Company and the Purchaser have entered into a Transitional Services Agreement. After customary closing adjustments, transaction and separation costs, net cash proceeds are expected to be approximately £205 million. The Purchaser may terminate the Sale and Purchase Agreement with immediate effect if a Material Breach occurs prior to the satisfaction of the Conditions and which either (a) cannot be remedied; or (b) if capable of remedy, is not remedied, in each case within 20 Business Days from the date on which the Company is made aware of such Material Breach. For the year ending February 29, 2024, First Derivative Business had a revenue of £169.7 million and adjusted EBITDA of £18 million.
Completion of the Sale and Purchase Agreement is conditional upon satisfaction or (where applicable) waiver of the following conditions, a) the passing of the Resolution at the General Meeting (the "Shareholder Approval Condition"); b) in relation to the Group Reorganisation: (i) the Target Group being an original party or becoming a party by way of assignment, transfer or novation to certain customer contracts that together accounted for at least 80% of the First Derivative Business's revenue for the financial year ended 29 February 2024 (and disregarding certain customer contracts as agreed in writing between the parties); (c) the Irish Competition and Consumer Protection Commission having determined (or being deemed to have determined) pursuant to Part 3 of the Irish Competition Act 2002 (as amended) that the Divestment may be put into effect (the "Competition Condition"). The acquisition is subject to customary closing conditions, including the receipt of necessary regulatory clearances, and is expected to close in the fourth quarter of 2024. Following completion of the Divestment the Group is expected to apply the net proceeds to: (i) repay the Group's net debt, which was approximately £20 million on 31 August 2024; (ii) to provide the financial resources to execute the KX business plan; and (iii) to return a portion of the proceeds which represents excess capital to shareholders. The Board reiterates its expectation that KX will generate positive cash flow for FY27. As on October 24, 2024, FD Technologies Shareholders at the General Meeting of the Company held earlier today approved the sale of the First Derivative Business to EPAM Systems.
Stone Key Partners LLC acted as financial advisor and Faegre Drinker Biddle & Reath LLP acted as legal advisor to EPAM Systems. Eimear Coady, Tim Harrop tax, Nigel Parker and Matt Hamilton-Foyn of Allen Overy Shearman Sterling LLP acted as legal advisor to FD Technologies. Anton Black, Warner Mandel and Mitul Manji of Rothschild & Co, James A. Kelly, Mose Adigun and Will Vanderspar of J.P. Morgan Cazenove, Carlton Nelson and Virginia Bull of Investec Bank plc acted as financial advisor to FD Technologies.
EPAM Systems, Inc. (NYSE:EPAM) completed the acquisition of First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) on December 3, 2024. The acquisition successfully closed after meeting all customary closing conditions, including the receipt of necessary regulatory clearances. Announcement • Nov 11
FD Technologies plc to Report First Half, 2025 Results on Nov 26, 2024 FD Technologies plc announced that they will report first half, 2025 results on Nov 26, 2024 New Risk • Oct 25
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 13% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. This is currently the only risk that has been identified for the company. Announcement • Oct 08
EPAM Systems, Inc. (NYSE:EPAM) has entered into an agreement to acquire First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) for £230 million. EPAM Systems, Inc. (NYSE:EPAM) has entered into an agreement to acquire First Derivatives (Ireland) Limited from FD Technologies plc (AIM:FDP) for £230 million on October 6, 2024. Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to sell the entire issued share capital of the Target to the Purchaser for total consideration of £230m on a cash-free, debt-free basis. The Group will complete the Group Reorganisation pursuant to which the First Derivative Business (including the Target Group Companies) will be transferred out of the Existing Group and into the Target, to the extent not already held by the Target. The consideration payable by the Purchaser to the Company at completion is expected to be approximately £225 million, following adjustment for debt and debt-like items and a customary working capital adjustment. As part of the Divestment, the Company and the Purchaser have entered into a Transitional Services Agreement. After customary closing adjustments, transaction and separation costs, net cash proceeds are expected to be approximately £205 million. The Purchaser may terminate the Sale and Purchase Agreement with immediate effect if a Material Breach occurs prior to the satisfaction of the Conditions and which either (a) cannot be remedied; or (b) if capable of remedy, is not remedied, in each case within 20 Business Days from the date on which the Company is made aware of such Material Breach. For the year ending February 29, 2024, First Derivative Business had a revenue of £169.7 million and adjusted EBITDA of £18 million.
Completion of the Sale and Purchase Agreement is conditional upon satisfaction or (where applicable) waiver of the following conditions, a) the passing of the Resolution at the General Meeting (the "Shareholder Approval Condition"); b) in relation to the Group Reorganisation: (i) the Target Group being an original party or becoming a party by way of assignment, transfer or novation to certain customer contracts that together accounted for at least 80% of the First Derivative Business's revenue for the financial year ended 29 February 2024 (and disregarding certain customer contracts as agreed in writing between the parties); (c) the Irish Competition and Consumer Protection Commission having determined (or being deemed to have determined) pursuant to Part 3 of the Irish Competition Act 2002 (as amended) that the Divestment may be put into effect (the "Competition Condition"). The acquisition is subject to customary closing conditions, including the receipt of necessary regulatory clearances, and is expected to close in the fourth quarter of 2024. Following completion of the Divestment the Group is expected to apply the net proceeds to: (i) repay the Group's net debt, which was approximately £20 million on 31 August 2024; (ii) to provide the financial resources to execute the KX business plan; and (iii) to return a portion of the proceeds which represents excess capital to shareholders. The Board reiterates its expectation that KX will generate positive cash flow for FY27.
Stone Key Partners LLC acted as financial advisor and Faegre Drinker Biddle & Reath LLP acted as legal advisor to EPAM Systems. Eimear Coady, Tim Harrop tax, Nigel Parker and Matt Hamilton-Foyn of Allen Overy Shearman Sterling LLP acted as legal advisor to FD Technologies. Anton Black, Warner Mandel and Mitul Manji of Rothschild & Co, James A. Kelly, Mose Adigun and Will Vanderspar of J.P. Morgan Cazenove, Carlton Nelson and Virginia Bull of Investec Bank plc acted as financial advisor to FD Technologies. Reported Earnings • Jun 23
Full year 2024 earnings released: UK£0.48 loss per share (vs UK£0.032 loss in FY 2023) Full year 2024 results: UK£0.48 loss per share (further deteriorated from UK£0.032 loss in FY 2023). Revenue: UK£248.9m (down 2.2% from FY 2023). Net loss: UK£13.4m (loss widened UK£12.5m from FY 2023). Revenue is forecast to grow 4.2% p.a. on average during the next 3 years, compared to a 9.8% growth forecast for the Software industry in Europe. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 86 percentage points per year, which is a significant difference in performance. Announcement • Jun 20
FD Technologies plc, Annual General Meeting, Jul 18, 2024 FD Technologies plc, Annual General Meeting, Jul 18, 2024. Location: the offices of the company, the conlon building, 1 2a marcus square, county down bt34 1ay, newry United Kingdom Reported Earnings • May 22
Full year 2024 earnings released Full year 2024 results: Revenue: UK£248.9m (down 16% from FY 2023). Net loss: UK£13.4m (loss widened 233% from FY 2023). Revenue is forecast to grow 4.4% p.a. on average during the next 3 years, compared to a 10% growth forecast for the Software industry in Europe. New Risk • May 21
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 0.9% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (6.4% average weekly change). Earnings are forecast to decline by an average of 0.9% per year for the foreseeable future. Announcement • Mar 01
FD Technologies plc to Report Fiscal Year 2024 Results on May 21, 2024 FD Technologies plc announced that they will report fiscal year 2024 results on May 21, 2024 Announcement • Dec 15
FD Technologies plc Announces Virginia Gambale to Resign as Non-Executive Director of the Group with Effect from 29 December 2023 FD Technologies plc announces that Virginia Gambale, who is approaching the ninth anniversary of her appointment to the Board, has notified the Board of her intention to resign as a Non-Executive Director of the Group with effect from 29 December 2023. A decision on a replacement will be made based on a review of skills matrix to support growth strategy. Non-Executive Director Ayman Sayed will assume the role of Senior Independent Director. Announcement • Nov 29
FD Technologies plc Launches KDB.AI Server FD Technologies plc announced that KX has launched KDB.AI Server, a highly-performant, scalable, vector database for time-orientated generative AI and contextual search. It is available from 28 November 2023 for deployment on-premises, hybrid, or in the cloud in a single container via Docker for quick and easy setup. KDB.AI Server solves this problem, giving enterprises the ability to supercharge their AI applications with unparalleled data processing and search functionality, that scales to meet the needs of the largest, most complex enterprises. Built to handle high-speed, time-oriented data and multi-modal query data processing, KDB.AI seamlessly handles both structured and unstructured enterprise data, enabling holistic search across all data assets with better accuracy and lower cost. Unique among vector databases, KDB.AI enables developers to bring temporal and semantic context and relevancy to their AI-powered applications, giving them a comprehensive data search tool with unequaled flexibility. User-Friendly: Simplified querying with Python or REST API, enabling the use of any language. Performance: Designed to handle billions of vector searches across diverse enterprise data. Integrated Solutions: Fully compatible with popular tools like LangChain and accessible via APIs. KDB.AI's unique capabilities power versatile applications across a broad range of industry sectors including: Financial Services: Temporal and contextual search to augment trading strategies and reduce risk. Gaming & E-commerce: Real-time risk assessments and fraud detection. Healthcare & Life Sciences: Analysis of patient records, leading to quicker diagnoses, personalised treatment plans and faster discovery of new drugs. Manufacturing & Energy: Multi-faceted search for predictive maintenance, reducing machine downtime and improved operational efficiency. Aerospace & Defense: Analysis of operational data for correlation of intelligence, improving command decision making. Government: Search and summarization of case documents, video, audio, and image files. Recent Insider Transactions • Nov 19
CEO & Director recently bought €111k worth of stock On the 15th of November, Seamus Keating bought around 11k shares on-market at roughly €10.61 per share. This transaction amounted to 27% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was Seamus' only on-market trade for the last 12 months. Reported Earnings • Oct 27
First half 2024 earnings released: UK£0.22 loss per share (vs UK£0.029 profit in 1H 2023) First half 2024 results: UK£0.22 loss per share (down from UK£0.029 profit in 1H 2023). Revenue: UK£142.5m (down 3.4% from 1H 2023). Net loss: UK£6.23m (down UK£7.05m from profit in 1H 2023). Revenue is forecast to grow 11% p.a. on average during the next 3 years, compared to a 7.0% growth forecast for the Software industry in Europe. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 68 percentage points per year, which is a significant difference in performance. Announcement • Oct 25
FD Technologies plc Provides Earnings Guidance for the Full Year of Fiscal 2024 FD Technologies plc provided earnings guidance for the full year of fiscal 2024. At the Group level The company expects fiscal 2024 revenue to be in the range of £285 million to £295 million. Announcement • Oct 02
FD Technologies plc to Report First Half, 2024 Results on Oct 24, 2023 FD Technologies plc announced that they will report first half, 2024 results on Oct 24, 2023 Announcement • Jun 28
FD Technologies plc, Annual General Meeting, Jul 20, 2023 FD Technologies plc, Annual General Meeting, Jul 20, 2023, at 13:30 Coordinated Universal Time. Location: Company, 3 Canal Quay Newry, BT35 6BP Newry Ireland Agenda: To receive the Directors' Report, Statement of Accounts, and Independent Auditor's Report thereon for the year ended 28 February 2023; to approve the Directors' Remuneration Report for the year ended 28 February 2023; to reappoint Seamus Keating as a Director of the Company since the last general meeting; to reappoint Virginia Gambale as a Director of the Company since the last general meeting; to reappoint Donna Troy as a Director of the Company since the last general meeting; and to transact such other business matter. Announcement • May 23
FD Technologies Plc Provides Earnings Guidance for the Full Year 2024 FD Technologies Plc provided earnings guidance for the full year 2024. For the year, the company expects revenue in the range of £315 million to £325 million. Valuation Update With 7 Day Price Move • Feb 24
Investor sentiment improves as stock rises 23% After last week's 23% share price gain to €20.00, the stock trades at a forward P/E ratio of 97x. Average forward P/E is 27x in the Software industry in Europe. Total loss to shareholders of 37% over the past three years. Reported Earnings • Oct 20
First half 2023 earnings released: EPS: UK£0.029 (vs UK£0.076 loss in 1H 2022) First half 2023 results: EPS: UK£0.029 (up from UK£0.076 loss in 1H 2022). Revenue: UK£147.4m (up 15% from 1H 2022). Net income: UK£821.0k (up UK£2.93m from 1H 2022). Profit margin: 0.6% (up from net loss in 1H 2022). Revenue is forecast to grow 9.1% p.a. on average during the next 3 years, compared to a 9.5% growth forecast for the Software industry in Europe. Reported Earnings • May 11
Full year 2022 earnings released: EPS: UK£0.23 (vs UK£0.33 in FY 2021) Full year 2022 results: EPS: UK£0.23 (down from UK£0.33 in FY 2021). Revenue: UK£263.5m (up 11% from FY 2021). Net income: UK£6.43m (down 29% from FY 2021). Profit margin: 2.4% (down from 3.8% in FY 2021). Over the next year, revenue is forecast to grow 12%, compared to a 17% growth forecast for the industry in Ireland. Over the last 3 years on average, earnings per share has fallen by 41% per year but the company’s share price has only fallen by 9% per year, which means it has not declined as severely as earnings. Recent Insider Transactions • Jan 18
CEO & Director recently bought €118k worth of stock On the 14th of January, Seamus Keating bought around 6k shares on-market at roughly €20.77 per share. This was the largest purchase by an insider in the last 3 months. This was Seamus' only on-market trade for the last 12 months. Recent Insider Transactions • Dec 11
Independent Non-Executive Director recently sold €99k worth of stock On the 7th of December, Virginia Gambale sold around 4k shares on-market at roughly €26.23 per share. This was the largest sale by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Board Change • Sep 10
High number of new directors There are 5 new directors who have joined the board in the last 3 years. CFO & Director Michael Preston was the last director to join the board, commencing their role in 2021. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Board Change • Aug 20
High number of new directors There are 5 new directors who have joined the board in the last 3 years. CFO & Director Michael Preston was the last director to join the board, commencing their role in 2021. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Executive Departure • Jul 01
Executive Officer Robert Ferguson has left the company On the 30th of June, Robert Ferguson's tenure as Executive Officer ended after less than a year in the role. We don't have any record of a personal shareholding under Robert's name. Robert is the only executive to leave the company over the last 12 months. The current median tenure of the management team is 1.25 years, which is considered inexperienced in the Simply Wall St Risk Model. Reported Earnings • Jun 13
Full year 2021 earnings released: EPS UK£0.33 (vs UK£0.56 in FY 2020) The company reported a poor full year result with weaker earnings and profit margins, although revenues were flat. Full year 2021 results: Revenue: UK£237.9m (flat on FY 2020). Net income: UK£9.00m (down 40% from FY 2020). Profit margin: 3.8% (down from 6.3% in FY 2020). Over the last 3 years on average, earnings per share has increased by 1% per year but the company’s share price has fallen by 20% per year, which means it is significantly lagging earnings. Reported Earnings • May 20
Full year 2021 earnings released: EPS UK£0.33 (vs UK£0.56 in FY 2020) The company reported a poor full year result with weaker earnings and profit margins, although revenues were flat. Full year 2021 results: Revenue: UK£237.9m (flat on FY 2020). Net income: UK£9.00m (down 40% from FY 2020). Profit margin: 3.8% (down from 6.3% in FY 2020). Over the last 3 years on average, earnings per share has increased by 1% per year but the company’s share price has fallen by 17% per year, which means it is significantly lagging earnings. 
