FFastFill is the leading SaaS Provider for trading and risk management serving the electronic trading community.

Preliminary results for the year ended 31 March 2007
Tuesday, 05 June 2007 01:00

FFastFill plc (‘FFastFill' or the ‘Company'), the leading provider of application services to the global derivatives community, announces its unaudited preliminary results for the year ended 31 March 2007 .

Highlights

  • Achieved turnover of £6.063 million (2005/6 £4.753 million)
    • Overall growth of 27.6%
    • Application services growth of 71.0%
  • EBITDA profit of £0.006 million (2005/6 EBITDA loss of £2.230 million)
    • Second half EBITDA was positive at £0.347 million
  • Cash balance at 31 March 2007 was £1.016 million (2005/6 £1.230 million)
  • Grew the 12 month order book by 35% to £6.736 million (2005/6 £5.000 million)
    • Application services order book grew by 95%
  • Increased our total customer base to over 40
    • Number of global banking customers now 18
    • Grew ASP customers to 27

Commenting on the results, Keith Todd , Executive Chairman and CEO of FFastFill, said:

“I am very pleased to report a year of significant progress for the company. We made excellent progress in delivering our strategy to become the leading provider of application services to the futures industry by growing our ASP revenue by 71% and increasing our ASP order book by 95%. We also achieved our objective of EBITDA profitability. We are now well placed to build on the substantial growth that we have already achieved.”

The full chairman's statement and preliminary results are included below.

For further information, please contact:

FFastFill plc
Keith Todd
Executive Chairman
020 7665 8900

KBC Peel Hunt
Oliver Scott / Richard Kauffer
020 7418 8900

Rostron Parry
John Parry
020 7490 8062

 

Chairman's statement

I am pleased to announce a year of significant progress in which we achieved positive EBITDA. Our Application Service business model is proving to be a real winner.

I am also pleased to advise that we are today announcing along side the preliminary results a proposed placing of £5.5 million to facilitate the acquisition of Exchange Systems Technology Limited (EST) for £4.8 m. Full details are covered in the placing announcement.

During the past twelve months we have achieved:

  • Turnover of £6.063 million (2005/6 £4.753million)
    - Overall growth of 27.6%
    - Application Services revenue growth of 71.0%
  • EDITDA profit of £0.006 million (2005/6 EBITDA loss of £2.230 million)
    - Second half EBITDA was positive £0.347 million
  • An order book of £6.736 million (2005/6 £5.000 million)
    -Overall order book growth of 27%
    -Applications service order book growth of 95%
  • An increase of our Global Banks customer base to 18 out of a total customer base of over, 40 of which 27 take one of our ASP services
  • A cash balance of £1.016 million (2005/6 £1.230 million)

During the year we received an approach to acquire the company. These discussions were protracted and had a negative impact on the second half performance as we undertook significant planning work on a related sales prospect. This diverted our resources from other business development work. We were however able to produce a financial result that is broadly in line with the market expectations.

We have decided to move to International Accounting Standards earlier than previously planned. This is being done in order that our results can be more easily compared to our competitors many of whom have already made the change.

 

Financial results for the year 2006/7

Full year revenue grew 27.6% to £6.063 million (2005/6 £4.753 million). Application services revenue at £4.038 million (2005/6 £2.361 million) grew 71% and now account for 66% of our total revenue. The application services growth offset the reduction in the consultancy revenue that followed our decision to only undertake customer funded developments where we can retain the IPR.

The revenue growth has been achieved by increasing the average income per customer and increasing the number of global customers to 18 out of a total of over 40 customers. Our top 20 customers now account for approximately 90% of our revenue and the average income has grown to £0.276 million, a growth of 19%.

The order book for the next twelve months now stands at £6.736 million (2005/6 £5.000 million. Within this, the ASP order book has grown 95% to £5.405 million. (2005/6 £2.769 million)

The EBITDA profit in the year of £0.006 million (2005/6 EBITDA loss of £2.230 million) was due to the increase in revenue and a reduction in the operating expenses in the year. The cost reduction was achieved through the restructuring of our business development and service delivery approach along with keeping a tight control on third party costs. The EBITDA in the second half was positive £0.347 million (2005/6 loss £0.380 million)

The net loss was reduced to £1.107 million ( 2005/6 £3.147 million).

The change to International Accounting Standards is covered in note 4 of the accounts. The major impact is as a result of the introduction of capitalisation of some product development costs. Capitalised development is amortised over 5 years. In the year the loss was reduced by £0.373 million as a result of this change.

Cash outflow from operating activities was £395k ( 2005/6 £ 1893k). This improvement was substantially due to the elimination of the EBITDA loss in the year. Capital expenditure on fixed assets was £245k ( 2005/6 £ 1171k ) .The lower level of capital expenditure was due to the higher levels of capital expenditure required in the previous year to complete core infrastructure investments in the US and London .

Cash at 31 March 2007 was £ 1.016 million (2006 £1.230million).


Operational review

Strategy: The core application services strategy has continued successfully and we are still expanding the functional service offerings on the platform. The application services approach continues to show that it offers significant advantages for our customers: speed of deployment, flexibility, value for money and a very low burden on customer resources.

The service offerings now cover our multi asset class execution platform, risk management, global order book and third party offerings including Trading Technologies (TT) and TRADEdata.

Business Development: The growth in our global customer base continued. We have now cemented our place as the leading independent provider of electronic trading for the LME. We continue to work on new partnerships to extend the range of services that we can offer our customer base.

In addition in 2007/8 we will launch the beta version of our new clearing application service. This will bring all of the benefits of the ASP approach and together with the new migration tools, will simplify an institution's ability to modernise its old clearing infrastructure.

Our TT service continues to develop and we have now integrated the execution capability with our global order book.

Staff: The board and I would like to thank the staff in Chicago , London and Prague for their continued efforts without which the group could not have made the progress it has in 2006/7.

 

Governance

The board consists of two executive directors and three non executive directors. The Chief Operating Officer and Director of Finance are also in attendance at all board meetings.

 

Outlook

The board is confident that the company will continue to grow organically and the growth will be accelerated by acquisition of EST. This is expected to result in further improvements in the overall financial performance.

Keith Todd
Executive Chairman
4 June 2007

 

CONSOLIDATED INCOME STATEMENT for the year ended 31 March 2007

 

 

2007


2006

 

 

£'000


£'000


 

 

 

 

Revenue

 

6,063

 

4,753


 

 

 

 

Operating expenses

 

(7,146)

 

(7,971)

 

 

 

 

 

 

Other income

 

 

 

-

 

 

31

Operating loss

 

 

 

 

(1,083)

 

 

(3,187)

 

Finance income

 

 

25

 

83

 

 

 

 

 

Finance costs

 

(39)

 

(35)

 

 

 

 

 

 

 

 

 

 

Loss on ordinary activities before taxation

 

 

 

(1,097)

 

 

(3,139)


 

 

 

 

Tax on loss on ordinary activities

 

(10)

 

(8)

 

 

 

 

 

 

 

 

 

 

Loss on ordinary activities after taxation

 

 

(1,107)

 

 

(3,147)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss attributable to equity holders of the company

 

 

 

(1,107)

 

 

(3,147)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

(0.46p)

 

( 1.35p)


The income statement has been prepared on the basis that all operations are continuing operations.

There is no difference between loss on ordinary activities before taxation and the loss for the year stated above and their historical cost equivalents.



CONSOLIDATED BALANCE SHEET as at
31 March 2007



2007


2006

 

 

£'000


£'000

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Goodwill

Intangible assets

Property, plant and equipment

 

 

 

1,862

1,347

1,005

 

1,862

973

1,566


 

 

 

 


 

4,214

 

4,401


 

 

 

 


 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

1,637

 

1,011

Cash and cash equivalents

 

1,016

 

1,230

 

 

 

 

 

 

 

2,653

 

2,241

 

 

 

 

 

TOTAL ASSETS

 

6,867

 

6,642


 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(2,856)

 

(2,639)

Current tax liabilities

 

(2)

 

(1)

Obligations under finance leases

 

(248)

 

(230)

 

 

 

 

 


 

(3,106)

 

(2,870)


 

 

 

 

Net current liabilities

 

(453)

 

(629)

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

3,761

 

3,772

 

Non-current liabilities

 

 

 

 

Obligations under finance leases

 

(107)

 

(360)

 

 

 

 

 

 

 

 

 

 

NET ASSETS

 

3,654

 

3,412

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

Share capital

 

2,897

 

2,427

Share premium account

 

26,561

 

25,706

 

 

235

 

235

 

 

35

 

13

Merger reserve

 

890

 

890

Translation reserve

 

(9)

 

(11)

Retained earnings

 

(26,955)

 

(25,848)

 

 

 

 

 

Equity shareholders' funds

 

3,654

 

3,412

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


 

Share capital

 

Share premium account

 

Other reserves

 

Share based payment reserve

 

Merger reserve

 

Translation reserve

 

Retained earnings

 

Total

 

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at 1 April 2005

 

1,949

 

23,156

 

235

 

6

 

890

 

-

 

(22,701)

 

3,535

Exchange differences on translating foreign operations

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11)

 

 

 

-

 

 

 

(11)

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,147)

 

(3,147)

Share compensation expense

 

 

-

 

 

-

 

 

-

 

 

7

 

 

-

 

 

-

 

 

-

 

 

7

Share issues

 

478

 

2,550

 

-

 

-

 

-

 

-

 

-

 

3,028

Balance at 31 March 2006

 

 

2,427

 

 

25,706

 

 

235

 

 

13

 

 

890

 

 

(11)

 

 

(25,848)

 

 

3,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

2

Loss for the year

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,107)

 

(1,107)

Share compensation expense

 

 

-

 

 

-

 

 

-

 

 

22

 

 

-

 

 

-

 

 

-

 

 

22

Share issues

 

470

 

855

 

-

 

-

 

-

 

-

 

-

 

1,325

Balance at 31 March 2007

 

 

2,897


26,561


235


35


890


(9)


(26,955)


3,654

 

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED INCOME AND EXPENSE for the year ended 31 March 2007


2007


2006

 

£'000


£'000


 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

2

 

(11)

 

Loss for the financial year

 

(1,107)

 

 

(3,147)

 

 

 

 

 

 

 

 

Total recognised gains and losses relating to the year

(1,105)

 

(3,158)

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2007


Notes

 

2007


 

2006



£'000


£'000



 


 

Cash flows from operating activities

 

 


 

Cash flows from operations

A

(372)


(1,935)

Interest received


25


83

Interest paid


(39)


(35)

Tax paid


(9)


(6)



 


 



 


 

Net cash flows from operating activities


(395)


(1,893)



 


 



 


 



 


 

Cash from investing activities


 


 

Purchase of investments

Purchase of intangible assets

Purchase of property, plant and equipment


-

(664)

(245)


-

(227)

(1,171)

 


 


 

Net cash flows used in investing activities


 

(909)

 

 


 

(1,398)

 

 



 


 

Cash flows from financing activities


 


 

Net proceeds from issue of ordinary share capital


1,325


3,020

Sale and leaseback


-


759

Finance lease principal payments


(235)


(169)



 


 



 


 

Net cash flows from financing activities


1,090


3,610



 


 



 


 

Net change in cash and cash equivalents

 

(214)


319



 


 



 


 

Cash and cash equivalents at beginning of year


1,230


911



 


 

Cash and cash equivalents at end of year


1,016


1,230


Cash and cash equivalents comprise cash on hand and demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.



NOTES TO THE CASH FLOW STATEMENT for the year ended
31 March 2007

A. Reconciliation of net profit to net cash flows from operating activities



 

2007


 

2006



£'000


£'000



 


 

 

Loss on ordinary activities after taxation


 

(1,107)


 

(3,147)

Finance income


(25)


(83)

Finance costs


39


35

Taxation


10


8

Depreciation


798


744

Amortisation of intangible assets


290


213

Share based payment


22


7

Foreign exchange translation differences


9


(11)

(Increase)/decrease in receivables


(626)


1,767

Increase/(decrease) in payables


218


(1,468)

Provision against investment in subsidiaries


-


-



 


 



 


 

Cash flows from operating activities


(372)


(1,935)



 


 



NOTES TO THE ACCOUNTS for the year ended
31 March 2007

  1. General information

    FFastFill Plc is incorporated in the United Kingdom under the Companies Act 1985. The address of the registered office is 1-3 Norton Folgate, London , E1 6DB . The principal activity of the group is the provision of application services for use in the global financial markets.

    These accounts are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 2.

    At the date of issue of this statement the following Standards and interpretations which have not been applied in these accounts were in issue but not yet effective:-

    IFRS 7 Financial Instruments: Disclosures; and the related amendment to IAS 1 on capital disclosures
    IFRIC 4 Determining whether an Arrangement contains a Lease
    IFRIC 5 Right to interests arising from decommissioning, restoration and environmental rehabilitation funds
    IFRIC 7 Applying the restatement approach under IAS 29 financial reporting in hyper inflationary economies
    IFRIC 8 Scope of IFRS 2
    IFRIC 9 Reassessment of embedded derivatives
    IFRIC 10 Interim reporting and impairments
    The directors anticipate that the adoption of these Standards and Interpretations in future years will have no material impact on the accounts of the Group.
  2. Accounting policies

    Basis of preparation
    The accounts have been prepared in accordance with International Financial Reporting Standards (IFRS) for the first time. The financial statements have also been prepared in accordance with IFRS adopted by the European Union and therefore the group accounts comply with Article 4 of the EU IAS Regulation.

    Detail on the main differences in accounting policies arising from the adoption of IFRS can be found in note 4 along with reconciliations of the effect of the transition from UK GAAP to IFRS on the Group's equity, net income and cash flows.

    The accounts have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

    Going concern
    During the year the group made losses of £1.1 million (2006: £3.1 million) and had net assets at 31 March 2007 of £3.6 million (2006: £3.4 million).

    As a result of winning a number of significant new customers during the year, the group's order book of recurring and run-rate revenue at the end of March 2007 was over £6.736 million. This has already increased further in the period since the end of the year and the group has a strong pipeline of further business from both current and new customers.

    On this basis, the directors have prepared the accounts on the going concern basis. The accounts do not include any adjustments that would arise if this basis were inappropriate.

    Basis of consolidation
    The consolidated accounts incorporate the accounts of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March each year. Control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. Where necessary, adjustments are made to the accounts of subsidiaries to bring the accounting policies used into line with those by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

    Business combinations
    The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognise under IFRS 3 Business Combinations are recognised at their fair value at the acquisition date. The Group has taken advantage of the transitional exemption in IFRS 3 from restating goodwill on acquisitions prior to 1 April 2005 .

    Goodwill
    Goodwill arising on consolidation represents the excess of the cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. The Group tests goodwill annually for impairment or more frequently if there are indicators that goodwill might be impaired.

    The recoverable amount of the cash generating unit is determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the cash generating unit. The growth rates are based in industry growth forecasts. Changes in selling prices and direct costs are based in past practices and expectations of future changes in the market.

    The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years and extrapolates cash flows for the following five years based on estimated growth rate of 10 per cent. This rate does not exceed the average long-term growth rate for the relevant markets.

    The rate used to discount the forecast cash flows from the cash generating unit is 8%.

    Property, plant and equipment
    Depreciation is provided on cost in equal annual instalments over the estimated useful lives of the assets concerned. The following annual rates are used.

    Computer hardware - 33%
    Computer software - 33%
    Office equipment - 25%
    Short leasehold improvements - 33%

    Investments
    Investments in subsidiaries are stated at cost less provision for impairment.

    Internally generated intangible assets – software development expenditure
    The group considers that the regulatory, technical and market uncertainties inherent in the development of new products and technologies means that the internal software development costs should not be capitalised as intangible assets until the commercial viability of a project is demonstrable and appropriate resources are in place to launch the product. Research and development expenditure prior to this point in time is expensed as incurred.

    An intangible asset arising from development is only recognised if all of the following conditions are met:

    • The intangible asset is considered to be technically feasible and the project to create it is sufficiently resourced to be capable of completion • There is an intention to complete the asset and both the intention and ability to sell it.
    • It is reasonably expected that the asset is likely to generate net future economic benefits
    • Development costs in relation to the asset can be reliably measured

    Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

    Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. The expenditure capitalised includes the cost of materials and direct labour. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of the products concerned.

    The amortisation period for development costs incurred on the Group's development is five years.

    Impairment of assets
    The carrying value of property, plant and equipment and intangible assets are reviewed for impairment annually and when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss.

    Deferred taxation
    Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Temporary differences are differences between the group's taxable profits and its results as stated in the financial statements.

    Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recoverable against suitable taxable profits in the future. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

    Leases
    Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

    Rentals payable under operating leases are charged to the Income Statement on a straight-line basis over the term of the relevant lease.

    Foreign currency translation
    The individual accounts of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentational currency for the consolidated financial statements.

    In preparing the financial statements of the individual company's, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rate of exchange prevailing on the date of transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

    Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

    For the purpose of presenting consolidated accounts, the assets and liabilities of the group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the group's translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of.

    The accounts of foreign subsidiaries that report in the currency of a hyperinflationary economy are restated in terms of the measuring unit current at the balance sheet date before they are translated into pounds sterling.

    Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to IFRSs as sterling denominated assets and liabilities.

    Revenue
    Revenue, which excludes value added tax, represents the value of goods and services supplied. Where income relates to future services or there are associated ongoing costs the income is spread over the life of the provision of the service. All other income is recognised on delivery.

    Share-based payments
    The group operates two share options schemes; the Enterprise Management Incentive Scheme and the 2003 Share Option Scheme (Inland Revenue unapproved). The fair value of options is recognised as an employee benefit expense with a corresponding increase in reserves over the vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

    Share option and warrants granted prior to 7 November 2002, have been excluded from the share based payment calculation, as allowed under IFRS 2 Share based Payment. .

    Research and development tax credits
    Research and development tax credits are recognised in the accounts when the receipt is probable.
  3. Critical accounting judgements and key sources of estimation uncertainty

    The preparation of accounts in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. The key source of estimation uncertainty at the balance sheet date derives from management assumptions in relation to the capitalisation and amortisation of internally generated software assets. The accounting policy in relation to this item is disclosed in note 2 above.
  4. Explanation of the transition to IFRS

    a) Application of IFRS 1 First time adoption of International Financial Reporting Standards

    The group is preparing its accounts in accordance with IFRS as adopted by the European Union for the first time and consequently has applied IFRS 1 First-time Adoption of International Financial Reporting Standards. The Groups' transition date is 1 April 2005 .

    IFRS 1 First time adoption of International Financial Reporting Standards sets out the transitional rules, which must be applied, when IFRS is adopted for the first time. The standard sets out certain mandatory exemptions to retrospective application and certain optional exemptions. The optional exemptions available and taken by the Group are as follows:

    (i) Share based payments: the company and a group adopted the exemption in IFRS 1 which allows a first time adopter to apply the new standard only to share options and warrants granted after 7 November 2002 that have not vested by 1 April 2005 .
    (ii) Business combinations: the Group adopted the business combinations exemption in IFRS 1. It has not restated business combinations that took place prior to the 1 April 2005 transition date.

    b) Main policy differences between IFRS and UK GAAP

    (i) Share compensation expenses under IFRS 2 Share-based payment

    IFRS 2 requires that the fair value for share options to employees be estimated and charged to the income statement over the vesting period of the incentive. This applies to all share options granted except those covered by the IFRS 1 exemptions mentioned above.

    (ii) Capitalisation of development costs under IAS 38 Intangible assets

    Under UK GAAP all expenditure on research and development was expensed as incurred. Under IFRS, research expenditure is recognised as an expense as costs are incurred but costs incurred on product development are capitalised as intangible assets when it is probable that the development will provide future economic benefit, considering its commercial and technical feasibility, resources are available for the development and costs can be measured reliably. Other development expenditures are recognised as costs are incurred. Capitalised product development is amortised from completion of development over 5 years.

    (iii) Acquisition of subsidiary under IFRS 3 Business combinations

    Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised, instead it is subject to annual impairment tests, or more frequently if there is an indication of impairment.

    c) Reconciliations between IFRS and UK GAAP


 

 

Year ended


 

 

31 March 2006

(i) Reconciliation of UK GAAP loss to IFRS loss

 

 

Group

£'000


 

 

 

Loss for year as reported under UK GAAP



(3,336)

 

 

 

 

Adjustments for:

 

 

 

Share compensation expense

(b)(i)

 

(7)

Capitalisation of development costs

(b)(ii)

 

227

Reinstate amortisation of goodwill

(b)(iii)

 

182

Amortisation of intangible assets

(b)(ii)

 

(213)

 

 

 

 

 

 

 

 

Adjustment to operating expenses

 

 

189

 

 

 

 

 

 

 

 

Loss for year as reported under IFRS



(3,147)

 

 

 

 





As at

 

Year ended



1 April 2005

 

31 Mar 2006

(ii) Reconciliation of equity from UK GAAP to IFRS


Group

£'000

 

Group

£'000


 

 

 

 

Total equity as reported under UK GAAP


2,584


2,257

 

 

 

 

 

Adjustment to total equity as at 1 April 2005

 

-

 

959

 

 

 

 

 

Adjustments for:

 

 

 

 

Share compensation expense to income statement

 

6

 

7

Share based payment to reserves

 

(6)

 

(7)

Capitalisation of development costs

 

975

 

227

Reinstate amortisation of goodwill

 

-

 

182

Amortisation of intangible assets

 

(16)

 

(213)

 

 

 

 

 

 

 

 

 

 

Adjustment to total equity

 

959

 

196

 

 

 

 

 

 

 

 

 

 

Total equity as reported under IFRS


3,543


3,412

 

 

 

 

 


(iii) Reconciliation of cash flows from UK GAAP to IFRS

The consolidated statement of cash flows prepared under IFRS presents substantially the same information as that required under UK GAAP.

Under IFRS only three categories of cash flow activity are required to be reported: operating, investing and financing. Cash flows from returns on investments and servicing of finance under UK GAAP are including as operating activities and investing activities respectively under IFRS. There are no other material differences between cash flow statement presented under IFRS and the cash flow statement previousily presented under UK GAAP.


Reconciliation of equity at
1 April 2005 (date of transition to IFRS)



UK GAAP


Effect of Transition To IFRS


IFRS










£'000


£'000


£'000

Non-current assets







Goodwill


1,799

 

-

 

1,799

Intangible assets


-

 

959

 

959

Property, plant and equipment


1,139

 

-

 

1,139

 


 

 

 

 

 

 


2,938

 

959

 

3,897



 

 

 

 

 

Current assets


 

 

 

 

 

Trade and other receivables


2,666

 

-

 

2,666

Cash and cash equivalents


911

 

-

 

911

 


 

 

 

 

 

 


 

 

 

 

 

 


3,577

 

-

 

3,577



 

 

 

 

 

TOTAL ASSETS


6,515

 

959

 

7,474

 


 

 

 

 

 

Current liabilities


 

 

 

 

 

Trade and other payables


(3,928)

 

-

 

(3,928)

Current tax liabilities


(3)

 

-

 

(3)

 


 

 

 

 

 

 


 

 

 

 

 



(3,931)

 

-

 

(3,931)



 

 

 

 

 

Net current liabilities


(354)

 

-

 

(354)

 


 

 

 

 

 

 


 

 

 

 

 

TOTAL LIABILITIES


(3,931)


-


(3,931)

 


 

 

 

 

 

NET ASSETS


2,584


959


3,543

 


 

 

 

 

 

Equity


 

 

 

 

 

Share capital


1,949

 

-

 

1,949

Share premium account


23,156

 

-

 

23,156

Other reserve


235

 

-

 

235

Share compensation reserve


-

 

6

 

6

Merger reserve


890

 

-

 

890

Retained earnings


(23,654)

 

953

 

(22,701)

 


 

 

 

 

 

Equity shareholders' funds


2,576


959


3,535

 


 

 

 

 

 

Minority interest


8

 

-

 

8

 


 

 

 

 

 

TOTAL EQUITY


2,584


959


3,543

 







 

Reconciliation of equity at 31 March 2006 (date of transition to IFRS)



UK GAAP


Effect of Transition To IFRS


IFRS










£'000


£'000


£'000

Non-current assets







Goodwill


1,680

 

182

 

1,862

Intangible assets


-

 

973

 

973

Property, plant and equipment


1,566

 

-

 

1,566

 


 

 

 

 

 

 


3,246

 

1,155

 

4,401



 

 

 

 

 

Current assets


 

 

 

 

 

Trade and other receivables


1,011

 

-

 

1,011

Cash and cash equivalents


1,230

 

-

 

1,230

 


 

 

 

 

 

 


 

 

 

 

 

 


2,241

 

-

 

2,241



 

 

 

 

 

TOTAL ASSETS


5,487

 

1,155

 

6,642

 


 

 

 

 

 

Current liabilities


 

 

 

 

 

Trade and other payables


(2,869)

 

-

 

(2,869)

Current tax liabilities


(1)

 

-

 

(1)

 


 

 

 

 

 

 


 

 

 

 

 



(2,870)

 

-

 

(2,870)



 

 

 

 

 

Net current liabilities


(629)

 

-

 

(629)

 


 

 

 

 

 

Non-current liabilities


 

 

 

 

 

Obligations under finance leases


(360)

 

-

 

(360)

 


 

 

 

 

 

 


 

 

 

 

 

TOTAL LIABILITIES


(3,230)


-


(3,230)

 


 

 

 

 

 

NET ASSETS


2,257


1,155


3,412

 


 

 

 

 

 

Equity


 

 

 

 

 

Share capital


2,427

 

-

 

2,427

Share premium account


25,706

 

-

 

25,706

Other reserve


235

 

-

 

235

Share based payment reserve


-

 

13

 

13

Merger reserve


890

 

-

 

890

Translation reserve


-

 

(11)

 

(11)

Retained earnings


(27,001)

 

1,153

 

(25,848)

 


 

 

 

 

 

 


 

 

 

 

 

EQUITY SHAREHOLDERS'S FUNDS


2,257


1,155


3,412

 







 

Reconciliation of profit for the year ended 31 March 2006



UK GAAP


Effect of Transition To IFRS


IFRS



£'000


£'000


£'000








Revenue


4,753

 

-

 

4,753

 


 

 

 

 

 

Operating expenses


(8,160)

 

189

 

(7,971)

 


 

 

 

 

 

 


 

 

 

 

 

Other operating income


31

 

-

 

31



 

 

 

 

 

Operating loss

 

(3,376)

 

189

 

(3,187)

 


 

 

 

 

 



 

 

 

 

 

Finance income


83

 

-

 

83

Finance costs


(35)

 

-

 

(35)

 


 

 

 

 

 

 


 

 

 

 

 



 

 

 

 

 

Loss on ordinary activities before taxation


 

(3,328)

 

 

189

 

 

(3,139)

 


 

 

 

 

 

Tax on loss on ordinary activities


(8)

 

-

 

(8)

 


 

 

 

 

 

Loss on ordinary activities after taxation


(3,336)

 

189

 

(3,147)

 


 

 

 

 

 

Minority interest


-

 

-

 

-

 


 

 

 

 

 

Loss attributable to equity holders of the company


(3,336)


189


(3,147)

 


 

 

 

 

 








Basic and diluted loss per share


(1.22p)


(0.21)p


(1.43p)

 







 

Financial information

The financial information set out in this statement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The statutory accounts for the year ended 31 March 2006 , prepared under UK GAAP have been delivered to the Registrar of Companies and carry an audit report that is unqualified. Statutory accounts for the year ended 31 March 2007 will be audited and delivered to the Registrar of Companies following their publication.

 

Loss per share and diluted loss per share

Loss per share is calculated by dividing the loss attributable to ordinary shareholders for each year amounting to £1,107,000 (2006: £3,147,000) for the year ended 31 March 2007 by 241,022,630 (2006: 233,676,355), being the weighted average number of ordinary shares in issue during each year. There is no difference between basic loss per share and diluted loss per share for either year.

 

Dividend

The directors are not declaring a dividend.