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

Preliminary Results and Acquisition
Thursday, 22 May 2008 01:00

FFastFill (LSE: FFA), the leading provider of application services to the global derivatives community, announces results for the financial year ended 31 March 2008, which reflect the group's first period of profitability as well as significant strategic progress. FFastFill is also pleased to announce the acquisition of Exchange Technologies Pty Ltd, to support the Group's Asia Pacific and middle office strategy.

2008 Highlights :

  • Revenue growth of 87% to £11.4million (2007: £6.1 million)
  • EBITDA of £1.5million (2007: £0.006million )
  • Operating Profit of £0.2million (2007: loss £1.1million)
  • PAT of £0.9million (2007: loss £1.1million)
  • Cash £2.4million (2007: £1.0million)
  • Operating cash inflow was £2.6 million (2007: cash outflow £0.4million)
  • 12 month order book £11.5million (2007: £6.7million)
  • Increased the customer base to 79 customers including 20 global banks
  • Successful acquisition and integration of Exchange System Technology (EST now known as FFastFill Post Trade Processing "PTP")


Acquisition of Exchange Technology:

  • Acquisition of 100% of Exchange Technology
  • Pty Ltd an Australian company specialising in the provision of middle office software in the APAC region with 16 customers including 12 global banks, three of whom are new customers for FFastFill
  • Total Consideration $2.5 million AUD (Equivalent to £1.0 million in cash plus £0.24 million in shares at 7.125 pence per share)
  • Exchange Technology to act as the initial corner stone of our Asia Pacific strategy and augment FFastFill's drive to increase penetration in the Derivatives middle office market
  • The acquisition is expected to be earnings neutral in the first year and earnings enhancing in subsequent years

Keith Todd, FFastFill Chairman and CEO, commented:

"These results are the outcome of the hard work that has taken place over the past five years to build a business with global reach that provides a broad service offering to an increasingly wide range of financial institutions throughout their trading day.

Our first year of profitability underlines the coming together of our three-part strategy of building a business which provides trading software as a service, covers front, middle and back office and progressively extends across multiple asset classes.

Our early adoption of the Software as a Service model in 2003 has already stood us in good stead and as we enter uncertain times in the Financial Services market, our strong visibility of revenues, breadth of customer base and offerings gives us confidence that we can continue to achieve our growth targets."

For further information please contact:

FFastFill plc
Keith Todd, Chairman and CEO
+44 (0)20 7665 8900

Financial Dynamics
James Melville-Ross / Matt Dixon
+44 (0)20 7831 3113

KBC Peel Hunt
Oliver Scott / Richard Kauffer
+44 (0)20 7418 8900


Chairman's Statement

Introduction
I am delighted to report a strong set of financial results for the year ended 31 March 2008. Revenues have grown very strongly and our first year of profitability has contributed to a strong cash position at the year end.

In many ways, these results reflect the efforts that we have made over the past few years to build a robust, broadly spread business catering to the needs of some of the world's largest financial organisations. Although we remain mindful of the current market conditions, our future also looks bright thanks to our market positioning and good visibility of revenues.

Financial Review
Full year revenue grew 87% to £11.4 million (2007 £6.1 million). Application services revenue doubled to £8.4 million (2007 £4.0 million) and now accounts for 74% of our total revenue. Our PTP business, which was acquired during the year, contributed revenues of £3.5 million in the nine months since its acquisition.

The organic growth of the FFastFill business, excluding revenues resulting from the acquisition of EST, stood at 30%, increasing from £6.1 million in 2007 to £7.9 million in 2008. Our revenue growth has been achieved by increasing the average income per customer and increasing the number of global customers to 20 out of a total of 79 customers. A year ago, our top three customers accounted for 54% of our total revenues. This number has now been reduced to 31% reflecting the increasingly broad spread of our clients, especially since the acquisition of EST. The average income generated from our top 20 customers has grown to £0.438 million, a growth of 58%, demonstrating the successful outcome of our efforts to increase the numbers of services we are providing to our clients.

The order book for the next twelve months now stands at £11.5 million (2006/7 £6.7 million). Within this, our Application Services order book has grown by 57% to £8.3 million. (2007 £5.3million)

The increase in revenue and control of operating expenses led to an EBITDA of £1.5 million compared to just £6,000 in 2007. This cost control is demonstrated by the fact that our operating expenses, excluding those arising from the acquisition of EST, increased only marginally, by £345,000 to £5.1 million. Also included within our operating expenses were £210,000 of one time acquisition costs which have now been eliminated as a result of the completion of the integration of EST. Also the sterling cost of our Prague development team increased by £0.2 million as a result of the strengthening Czech Koruna against Sterling .

The PBT loss of £0.14 million (2007 loss £1.1 million) includes exceptional costs related to the acquisition of EST of £0.4 million. This was higher in the year than we expected as we completed the full integration earlier than planned. No exceptional costs with respect to the EST acquisition are expected in the new financial year.

The PAT of £0.9 million (2007 loss £1.1 million) includes £1.0 million of deferred tax asset which has been included in the income statement. We have taken the prudent view to only include a small portion of historic tax losses on the balance sheet at this time. The group has a further £18 million of tax losses that are still regarded as a contingent asset.

Cash inflow from operations was £2.1 million (2007 Cash outflow £0.4 million). This improvement was substantially due to the elimination of the EBITDA loss in the year and improvement in working capital management. Capital expenditure on fixed assets was £0.6 million (2007 £0.2 million), due to the increased number of customer signings during the financial year and the replacement of some core network equipment. In addition, the company invested £1.0 million (2007 £0.7 million) in product development.

Cash at 31 March 2008 was £2.4 million (2007 £1.0 million). The Board does not intend to pay a dividend at this stage.

 

Acquisition of Exchange Technology Pty Limited

Today's announcement of our acquisition of Exchange Technology ("ET") also adds another strategically important asset to our offering. ET has developed a good market position in the Asia Pacific region for the provision of middle office and trading software tools. As a result it now supports 16 customers including 12 global institutions, three of which are new customers for FFastFill. Over a period of time we are expecting to be able to leverage these relationships to sell additional FFastFill services in the region and to offer the Asia Pacific Clearing House connectivity to the group's other global customers.

In addition, historically we have managed our global service offering out of Chicago and London . The Exchange Technology acquisition means that we now have representation on the ground in the third major time zone of the Far East . As a result we will be able to support our clients during daylight hours, anywhere in the world once the operational support is transferred later in the year.

ET is expected in its year to 30 June 2008 to have revenues of £0.5 million and be broadly breakeven having spent significantly on new Asian exchange gateways in its 2007/8 financial year. Net assets on completion, while positive, are expected to be of a nominal value.

FFastFill Plc has agreed to purchase 100% of Exchange Technology Pty Limited, for $2.5 million AUD, equivalent to £1.0 million in cash and £0.24 million in shares at 7.125 pence per share.

 

Operational Review

Market environment:
The challenges of the financial market have been well publicised but it is pleasing to report that we have seen clear evidence of the robustness of our business model. This has resulted in continued high levels of growth for our business. We believe our resilience to general market turmoil is the result of a combination of factors:

The recurring nature of our core services revenue

  • The consequences of a high quality of service
  • The breadth and strength of our customer relationships
  • Our core customer base is in the Exchange Traded Derivatives (ETD) market where general market volatility is driving volumes
  • The cost effectiveness of our service offering
  • The breadth of our risk management offering

The key point is that, while we are not immune to general market conditions, we have built a business which significantly mitigates downside risk and we are seeing increasing opportunities as our customers see the benefits of the lower total cost of ownership of our offering and the breadth of our risk offering.

Strategy:
We now have three clear building blocks of our strategy:

Software as a Service (SaaS)
We have been at the forefront of the move to deliver software as a service in the futures trading sector. We continue to invest in this to further improve the quality and reliability of the service, thereby putting further distance between us and our competitors.

Straight Through Processing (STP)
The acquisition of EST in July last year added an important capability to our offering in the 'back office' or 'settlement' arena. We have also invested heavily in adding our middle office capability to our service offering. The first customer for this new offering will be live in June 2008. This together with the acquisition of ET in Australia will mean that we can support our global customers with a common clearing system across the world.

Our risk management offerings that result from our knowledge and software components across the STP landscape have put us in an ideal position to provide customers with a holistic view of their trading risk profile. This means that we can phase in this capability 'around' the customer's existing risk management approach thus lowering their deployment risk but increasing their operational risk controls.

Multi Asset Class Trading
Our primary service offerings continue to be in the ETD market, however we have also integrated other trading environments with customers to offer a single screen that allows trade execution across multiple asset classes. In addition we are launching our first Foreign Exchange trading service for a customer in June 2008.This is as well as the spread betting, CFD and Reuters CME FX services we have operated for several years for some customers.

 

2008 Operational Progress
Thanks to our focus around these three strategic cornerstones, we saw a number of important new client wins and contract extensions during the year. As a result, we increased our number of clients to 79 (from 44 at the end of last fiscal year) and are now selling to 20 global banks (18).

In June last year, we also announced the acquisition of Exchange Systems Technology Limited for £4.8 million alongside a placing to raise approximately £5.5 million. Our intention was to fulfill an important strategic requirement by combining FFastFill's front office capability with EST's back-office solutions. In this way we aimed to broaden our product offering and increase our sales opportunities, leading to accelerated growth. These objectives have been met with PTP showing annualised nine months revenues running at £4.8 million (2007 £3.2 million). In the year ended 31 March 2008 PTP made a PBT contribution of £0.250 million. The integration is now fully complete and we have already seen the benefits of cross sales opportunities within the joint customer base.

Staff
The Board would again like to thank the staff in Chicago , London and Prague for the commitment and efforts without which we could not have achieved these results. We are also very pleased with the support we have had from the staff who joined us as part of the EST acquisition and would like to welcome our new colleagues from Exchange Technology.

Outlook
The Board is very pleased with the progress over the last twelve months and believes that the combination of the Company's strong order-book, breadth of customer base and product offering will underpin further significant growth even during the current turbulence in the Financial Services market. The Company has a robust platform from which to carry out its three-pronged strategy and the Board has confidence that it can continue to deliver against these stated aims.

Keith Todd
Chairman & CEO
22 May 2008

 

CONSOLIDATED INCOME STATEMENT for the year ended 31 March 2008

 

Notes





 


2008



2007

 


£'000



£'000

 

 

 

 

 

 

Revenue

 

11,359

 

 

6,063


 

 

 

 

 

Operating expenses

 

(11,145)

 

 

(7,146)


 

 

 

 

 

Operating profit/(loss)

 

214

 

 

(1,083)


 

 

 

 

 

Exceptional item

 

(368)

 

 

-

 

 

 

 

 

 

Finance income

 

51

 

 

25

 

 

 

 

 

 

Finance costs

 

(34)

 

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

Loss before taxation

 

(137)

 

 

(1,097)

 

 

 

 

 

 

Tax

 

1,061

 

 

(10)

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) after taxation

 

924

 

 

(1,107)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) attributable to equity holders of the company

 

 

924

 

 

 

(1,107)

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings/(loss) per share

5

0.26p

 

 

(0.46p)

 

 

 

 

 

 

Fully diluted earnings/(loss) per share

5

0.26p

 

 

(0.46p)


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

 

CONSOLIDATED BALANCE SHEET as at 31 March 2008

 

 

2008


2007

 

 

£'000


£'000

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Goodwill
Intangible assets
Property, plant and equipment
Trade and other receivables
Deferred taxation

 

6,480
2,595
785
145
1,505

 

1,862
1,367
985
100
-

 

 

 

 

 

 

 

11,510

 

4,314

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

2,665

 

1,537

Cash and cash equivalents

 

2,424

 

1,016

 

 

 

 

 

 

 

5,089

 

2,553

 

 

 

 

 

TOTAL ASSETS

 

16,599

 

6,867

 

 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(6,122)

 

(2,856)

Current tax liabilities

 

-

 

(2)

Obligations under finance leases

 

(103)

 

(248)

 

 

 

 

 

 

 

(6,225)

 

(3,106)

 

 

 

 

 

Net current liabilities

 

(1,136)

 

(553)

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

10,374

 

3,761

Non-current liabilities

 

 

 

 

Obligations under finance leases

 

-

 

(107)

 

 

 

 

 

 

 

 

 

 

NET ASSETS

 

10,374

 

3,654

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

Share capital

 

3,705

 

2,897

Share premium account

 

31,093

 

26,561

Other reserve

 

715

 

235

Share-based payment reserve

 

114

 

35

Merger reserve

 

890

 

890

Currency translation reserve

 

(112)

 

(9)

Retained earnings

 

(26,031)

 

(26,955)

 

 

 

 

 

Equity attributable to the shareholders of the company

 

 

10,374

 

 

3,654

 

 

 

 

 


The accounts were approved and authorised for issue by the Board of Directors on 21 May 2008 and were signed on its behalf by:

Keith ToddDirector


COMPANY BALANCE SHEET as at 31 March 2008

 

 

2008


2007

 

 

£'000


£'000

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investments

 

7,657

 

2,107

Trade and other receivables

 

100

 

100

 

 

 

 

 

 

 

 

 

 

 

 

7,757

 

2,207

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

313

 

380

Cash and cash equivalents

 

1,712

 

791

 

 

 

 

 

 

 

 

 

 

 

 

2,025

 

1,171

 

 

 

 

 

TOTAL ASSETS

 

9,782

 

3,378


 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(4,964)

 

(1,591)

 

 

 

 

 

 

 

 

 

 

Net current liabilities

 

(2,939)

 

(420)

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

4,818

 

1,787

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

Share capital

 

3,705

 

2,897

Share premium account

 

31,093

 

26,561

Other reserves

 

715

 

235

Share-based payment reserve

 

114

 

35

Retained earnings

 

(30,809)

 

(27,941)

 

 

 

 

 

 

 

 

 

 

Equity attributable to the shareholders of the company

 

 

4,818

 

 

1,787

 

 

 

 

 


The accounts were approved and authorised for issue by the Board of Directors on 21 May 2008 and were signed on its behalf by:

Keith ToddDirector


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 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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total recognised income and expernse

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

2

 

 

(1,107)

 

 

(1,105)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Share based payment

 

-

 

-

 

-

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences
on translating foreign operations

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(103)

 

 

 

-

 

 

 

(103)


Profit for the year

 

-

 

-

 

-

 

-

 

-

 

-

 

924

 

924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total recognised income and expense

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(103)

 

 

924

 

 

821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Share based payment

 

-

 

-

 

-

 

79

 

-

 

-

 

-

 

79


Shares to be issued

 

-

 

-

 

480

 

-

 

-

 

-

 

-

 

480


Share issues

 

808

 

4,532

 

-

 

-

 

-

 

-

 

-

 

5,340


Balance at 31 March 2008

 

 

 

3,705

 

 

31,093

 

 

715

 

 

114

 

 

890

 

 

(112)

 

 

(26,031)

 

 

10,374


The movement in other reserves represents the shares of 6,857,143 which were issued on 2 May 2008 , in connection with the acquisition of Exchange Systems Technology Limited (now known as FFastFill Post-trade Processing Limited).


COMPANY STATEMENT OF CHANGES IN EQUITY

 

 

Share
capital

 

 

 

Share
premium
account

 

 

Other
reserves

 

 

 

Share-
based
payment
reserve

 

 

Retained
earnings

 

 

 

Total

 

 

 


£'000

 


£'000

 


£'000

 


£'000

 

 


£'000

 


£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Balance at 1 April 2006

 

2,427

 

25,706

 

235

 

13

 

 

(25,955)

 

2,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Loss for the year

 


-

 


-

 


-

 


-

 

 


(1,986)

 


(1,986)


Share-compensation payment

 


-

 


-

 


-

 


22

 

 


-

 


22


Share issues

 


470

 


855

 


-

 


-

 

 


-

 


1,325


Balance at 31 March 2007

 


2,897

 


26,561

 


235

 


35

 

 


(27,941)

 


1,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Loss for the year

 


-

 


-

 


-

 


-

 

 


(2,868)

 


(2,868)


Share-compensation payment

 


-

 


-

 


-

 


79

 

 


-

 


79


|Shares to be issued

 


-

 


-

 


480

 


-

 

 


-

 


480


Share issues

 


808

 


4,532

 


-

 


-

 

 


-

 


5,340


Balance at 31 March 2008

 


3,705

 


31,093

 


715

 


114

 

 


(30,809)

 


4,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The movement in other reserves represents the shares of 6,857,143 which were issued on 2 May 2008 , in connection with the acquisition of Exchange Systems Technology Limited (now known as FFastFill Post-trade Processing Limited). The company has taken advantage of s230 Companies Act 1985 in not publishing its own income statement. The loss for the year was £2,868,000 (2007: £1,986,000)


CASH FLOW STATEMENTS for the year ended 31 March 2008

 

 

Group

2008

 

Company

2008

 

Group

2007

 

Company

2007

 

 

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 


Profit/(Loss) after taxation

 


1,235

 


(2,868)

 


(1,107)

 


(1,986)


Finance income

 


(51)

 


(42)

 


(25)

 


(38)


Finance costs

 


34

 


-

 


39

 

-


Taxation

 

(1,372)

 

-

 

10

 

-


Depreciation

 

777

 

-

 

798

 

-


Amortisation of intangible assets

 

493

 

-

 

290

 

-


Share based payment

 

79

 

79

 

22

 

22

Foreign exchange translation differences

 

96

 

-

 

9

 

-


(Increase)/decrease in receivables

 

(480)

 

67

 

(626)

 

(336)


Increase in payables

 

1,346

 

2,633

 

218

 

817


Provision against investment in subsidiaries

 

-

 

3,228

 

-

 

1,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

2,157

 

3,097

 

(372)

 

(245)

 

 

 

 

 

 

 

 

 


NOTES TO THE PRELIMINARY STATEMENT for the year ended 31 March 2008

1. General information

FFastFill Plc is incorporated and domiciled in the United Kingdom under the Companies Act 1985.

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 2 Amendents

IFRS 2 Share-based Payment-Vesting Conditions and Cancellations

IFRS 3 (Revised)

Business Combinations

IFRS 8

Operating Segments

IAS 1 (Revised)

Presentation of Financial Statements

IAS 23 (Revised)

Borrowing Costs

IAS 27 (Revised)

Consolidated and Separate Financial Statements

IFRIC 11

IFRS 2 - Group and Treasury Share Transactions

IFRIC 12

Service Concession Arrangements

IFRIC 13

Customer Loyalty Programmes

IFRIC - Int 14

 

IAS 19 - The Limited on a Defined Benefit Asset, Minimum Funding Requirements and their interaction


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 financial information in this preliminary announcement has been derived from the audited accounts for the year ended 31 March 2008 . The accounts, from which the financial information in this preliminary announcement has been derived, have been prepared in accordance with International Financial Reporting Standards (IFRS), adopted by the European Union.

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 a profit of £0.924 million (2007: loss £1.1 million) and had net assets at 31 March 2008 of £10.4 million (2007: £3.7 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 2008 was over £11.5 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 recognation 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
Property, plant aand equipment are recognised initially at cost. 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
At each balance sheet date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

The company has not recognised a deferred tax liability in respect of the profits of overseas subsidiaries where these profits will not be distributed in the foreseeable future.

Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the leasee. 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 financial statements 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 presentation currency for the consolidated financial statements.

In preparing the accounts of each company, 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.

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 (HM Revenue & Customs 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 and unvested at the date of transition to IFRS have been excluded from the share-based payment calculation, as permitted by IFRS 2 Share-based payment.

Research and development tax credits
Research and development tax credits are recognised in the accounts when receipt is virtually certain.

 

3. Critical accounting judgements and key sources of estimation uncertainty

The preparation of accounts in conformity with IFRS 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. 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 2007, prepared under IFRS as adopted by the European Union have been delivered to the Registrar of Companies and carry an audit report that is unqualified and did not contain any statement under s237(2) of (3) of the Companies Act 1985. Statutory accounts for the year ended 31 March 2008 have been audited and will be delivered to the Registrar of Companies following their publication.

 

5. Basic earnings/(loss) per share and fully diluted earnings/(loss) per share

Basic earnings/(loss) per share
Basic earnings per share is calculated by dividing the profit/(loss) attributable to ordinary shareholders for each year amounting to £924,000 (2007: loss £1,107,000) for the year ended 31 March 2008 by 350,698,541 (2007: 241,022,630), being the weighted average number of ordinary shares in issue during each year.

Diluted earnings/(loss) per share share

 

 

 

2008

 

2007

 

 

 

No:

 

No:

 

 

 

 

 

 

Weighted average number of ordinary shares

 

350,698,541

 

241,022,630

 

 

 

 

 

 

Share options

 

 

445,233

 

-

 

 

 

 

 

 

 

 

 

351,143,774

 

241,022,630

 

 

 

 

 

 


6.    Dividend

The directors are not declaring a dividend.