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FFastFill
plc (the "Company") - 11th November, 2004
Interim Results for the Six Months ended 30 September, 2004
FFastFill plc ('FFastFill' or the 'Company'), the leading
provider of application services for the derivatives trading
community, announces its interim results for the six months
ended 30 September, 2004.
Highlights
- Revenue grew 14.1% to £1.867m (2003: £1.636m)
- Operating loss before exceptional items was £1.414m (2003: £1.245m)
- Cash at 30 September was £3.210m
- The company was chosen by Reuters as the launch technology
partner for the joint project to provide the Chicago Mercantile
Exchange's FX offering on the Reuters 3000 trading platform
- The acquisition of the Future Dynamics business, extended
the company's offering from the front office through to
the middle office
- The re-launch of FFastFill Inc., and the announcement
of our new US data centre
- The announcement of a new services road map for the group
incorporating both front and middle office functionality
as a managed service
- The company now has over 30 customers
Commenting on the results, Keith Todd, Executive Chairman
of FFastFill, said:
'It has been a period of good progress in which we have launched our new
generation application service in both London and Chicago, won a major new contract
with Reuters, and added additional customers, middle office functionality and
skilled staff through the acquisition of Future Dynamics. We have a strong sales
pipeline, and I am confident of further improvement in the performance in the
second half of the year.'
FFastFill plc - Tel: (0207) 665 8900
Keith Todd, Executive Chairman
Nigel Hartnell, Director
Paul Colcombe, Company Secretary
Hansard Communications - Tel: (0207)
245 1100
Adam Reynolds
Rostron Parry - Tel: (0207) 490 8062
John Parry
Chairman Statement
Introduction
I am pleased to announce the results for the six months to
30 September 2004 showing real progress in the development
of FFastFill as an Applications Services Company. Our revenue
from continuing operations grew 14.1% to £1.867m (2003: £1.636m)
and the operating loss before exceptional costs was £1.414m
(2003: £1.245m).
During the period we made major advances:
- May 2004 -The announcement that FFastFill would be the
launch partner for the CME's FX offering on the Reuters
3000 trading platform
- June 2004 - The re-launch of FFastFill in London as an
Applications Services company based on our new generation,
resilient software architecture
- July 2004 - The acquisition of Future Dynamics, extending
our offering from the front office through to the middle
office and increasing our customer base
- September 2004 - The re-launch of FFastFill Inc., and
the announcement of our new US data centre together with
a new services road map for the group
The highlight during this period was, undoubtedly, winning
the contract to provide the trade execution service for the
joint Reuters/CME project to bring the CME e-equivalents
foreign exchange (eFX) capability to the Reuters 3000 FX
trading screens. The application service is now built and
is going through its test phase prior to the January go live
date. The initial list of launch customers is impressive,
comprising ABNAMRO, Bank of America, HSBC, Barclays Capital,
Fimat, RBS and SEB. This project has demonstrated our ability
to win major new business, the value of the investment that
we have made in our re-architected trading application and
the benefits of our ability to provide our applications as
a service.
We were also very pleased to announce the acquisition of
Future Dynamics Limited, a private company, for a consideration
of 33,333,333 new ordinary shares in FFastFill plc. Future
Dynamics is an international company of technology specialists
and industry professionals, with a history of service to
the derivatives industry since 1992 and has operations in
both London and Chicago. Future Dynamics offers solutions
in electronic order routing, clearing management, post-trade
risk administration and back office integration. The integration
of the business is progressing well and we expect the companies
to be fully merged and through the transition period by 31
December 2004.
Financial review
Revenue during the period grew to £1.867m (2002/03 £1.636m),
up 14.1%. In the first six months of last year we recognized
approximately £520k of one-time revenues from customers' contracts.
We have consolidated the Future Dynamics revenue from 1 July
2004. This has added approximately £470k of revenue in the
six months.
Operating loss was £1.414m (2003: £1.245m). All software
development costs are written off as incurred, as are infrastructure
build costs. We have continued to keep tight control of costs
despite the pressure resulting from a number of large bids
that we are pursuing. The acquisition of Future Dynamics
initially added approximately £380k to our monthly fixed
costs. However, with the integration now well advanced, we
are confident that our planned monthly cost savings of approximately £230k
will be realized. In this respect, the results included £240k
of exceptional expenses relating to the integration of the
Future Dynamics business covering redundancies and building
closures.
The cash balance at 30 September was £3.210m. This included
the receipt of the cash from the £4m placing, which was approved
at the April EGM. The cash (£3.8m net of expenses) was received
on 28 April 2004. The institutional backing for this placing
has also indirectly helped the company in its sales activity.
Operational review
Strategy: Our core strategy, to deliver
applications as a service to the trading community, has not
changed. There continues to be increased acceptance of the
benefits of applications being delivered by a dedicated specialist
service provider. With the acquisition of Future Dynamics
we have extended our product offering into the middle office
clearing activity and significantly strengthened our customer
base. We will continue to look at acquisitions that will
accelerate the implementation of our strategy and are accretive.
Business Development: The Reuters win
was undoubtedly the highlight of the first half business
development activity. While the initial customer contracts
for this service are small, they provide the potential for
significant revenue in the future. This opportunity is not
just in relation to the Reuters contract, but also as a result
of the customer experiencing the FFastFill application service
with its ease of implementation, scalability, quality of
service and cost effectiveness. In addition we are starting
the next round of joint sales campaigns in the near future.
The CME has decided not to proceed with the bid for which
we had been short-listed. This is disappointing, as we understand
that our technology and service capability had scored very
highly in the evaluation process. However, we have been able
to re-use much of the work that was undertaken, in developing
other large-scale bids for the provision of application services
to other major institutions. It is difficult to predict when
decisions relating to these bids will be made due to the
long evaluation cycles that are undertaken.
We have continued our close and long standing relationship
with Dresdner Kleinwort Wasserstein (DrKW), and in the period
we signed an additional contract for the delivery of an application
service to their Frankfurt office.
Staff: The business has continued to be
superbly supported by the staff in Chicago, London and Prague,
and the team that has joined us from Future Dynamics has
significantly enhanced our capability. The board and I would
like to thank them for their continued dedicated effort in
helping to deliver our strategy.
Applications: In June, we launched our
new generation software platform and then, in September,
we announced a new functionality roadmap which lays out a
timetable for making all of the Future Dynamics middle office
capability available on FFastFill's software architecture.
This provides customers with significantly enhanced resilience,
flexibility and operational efficiency and allows the company
to offer all this functionality as a service backed by a
Service Level Agreement. All our product development continues
to be done in our facility in Prague. This now includes the
software acquired through the acquisition of Future Dynamics.
USA: I was pleased to announce the establishment of our
new, resilient data centre in Chicago. This has been built
to our own specifications in the high quality Equinix data
centre facility. This facility complements our well-established
UK data centre.
Following the acquisition of Future Dynamics, we now have
a stronger presence in Chicago on which we can build. The
combined team is now fully integrated within one facility
and we had a very successful sales launch in September.
Outlook
The implementation of our application services strategy is
progressing well and growing in market acceptance. The
Reuters contract is a good example of the customer benefits
of application services: good value and speed to market.
We are making good progress and are confident of further
improvement in the performance in the second half of the
year.
Keith Todd
Executive Chairman
10 November 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the period ended 30 SEPTEMBER 2004
| |
Notes |
Six months ended
30 September 2004
(unaudited
|
|
Six months
ended
30 September 2003
(unaudited)
|
|
Year
ended 31 March 2004
(audited) |
| |
|
£’000 |
|
£’000 |
|
£’000 |
| Turnover |
|
|
|
|
|
|
| - continuing operations |
|
1,867 |
|
1,636 |
|
2,636 |
| - discontinued operations |
|
- |
|
15 |
|
15 |
| |
|
1,867 |
|
1,651 |
|
2,651 |
| - continuing operations |
|
(3,281) |
|
(2,605) |
|
(4,954) |
| - discontinued operations |
|
- |
|
(127) |
|
(127) |
| |
|
(3,281) |
|
(2,732) |
|
(5,081) |
| Administrative expenses
- exceptional |
|
|
|
|
|
|
| - discontinued operations |
|
|
|
(164) |
|
(137) |
| Operating loss |
|
|
|
|
|
|
| - continuing operations |
|
(1,414) |
|
(969) |
|
(2,316) |
| - discontinued operations |
|
- |
|
(276) |
|
(251) |
| |
|
(1,414) |
|
(1,245) |
|
(2,567) |
| Exceptional items |
2 |
(240) |
|
- |
|
- |
| Interest receivable and similar income |
|
61 |
|
10 |
|
24 |
| Interest payable and similar charges |
|
(1) |
|
(2) |
|
(4) |
|
Loss on ordinary activities before taxation |
|
(1,594) |
|
(1,237) |
|
(2,547) |
| Tax on loss on ordinary activities |
3 |
- |
|
- |
|
(6) |
Loss on ordinary activities after taxation |
|
(1,594) |
|
(1,237) |
|
(2,553) |
| Minority interest |
|
3 |
|
3 |
|
7 |
| Retained loss for the period attributable to shareholders |
|
(1,591) |
|
(1,234) |
|
(2,546) |
Basic and diluted loss per share |
4 |
(1.00p) |
|
(2.11p) |
|
(3.43p) |
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the period ended 30 September 2004
| |
Six months ended
30 September 2004
(unaudited)
|
|
Six
months ended
30 September 2003
(unaudited) |
|
Year ended
31 March 2004
(audited) |
| |
£’000 |
|
£’000 |
|
£’000 |
| Loss for the financial period |
|
|
(1,234) |
|
(2,546) |
Currency translation differences
on foreign currency net investments |
1 |
|
(27) |
|
(110) |
Total recognised gains
and losses relating to the period |
(1,590) |
|
(1,261) |
|
(2,656) |
CONSOLIDATED BALANCE SHEET
as at 30 SEPTEMBER 2004
| |
Notes |
|
As
at 30 September 2004 (unaudited) |
|
As
at 30 September 2003 (unaudited) |
|
As
at 31 March 2004 (audited) |
| |
|
|
£’000 |
|
£’000 |
|
£’000 |
| |
|
|
|
|
|
|
|
| Fixed assets |
|
|
|
|
|
|
|
| Goodwill |
|
|
664 |
|
- |
|
- |
| Tangible assets |
|
|
752 |
|
312 |
|
434 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
1,416 |
|
312 |
|
434 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
|
| Debtors |
|
|
1,131 |
|
512 |
|
512 |
| Cash at bank and in hand |
|
|
3,210 |
|
1,588 |
|
967 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
4,341 |
|
2,100 |
|
1,479 |
| |
|
|
|
|
|
|
|
| Creditors: amounts
falling due within one year |
|
(1,687) |
|
(1,383) |
|
(1,168) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Net
current assets |
|
|
2,654 |
|
717 |
|
311 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
4,070 |
|
1,029 |
|
745 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Deferred Income |
|
|
(1,279) |
|
(480) |
|
(514) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Net
assets |
|
|
2,791 |
|
549 |
|
231 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Capital
and reserves |
|
|
|
|
|
|
|
| Called up
share capital |
5 |
|
1,947 |
|
759 |
|
1,024 |
| Share premium
account |
5 |
|
21,988 |
|
17,754 |
|
18,760 |
| Shares to
be issued |
5 |
|
235 |
|
592 |
|
235 |
| Merger reserve |
5 |
|
890 |
|
890 |
|
|
| Profit and
loss account |
5 |
|
(22,279) |
|
(19,463) |
|
(20,689) |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Equity
shareholders’ funds |
|
|
2,781 |
|
532 |
|
220 |
| |
|
|
|
|
|
|
|
| Minority interest |
|
|
10 |
|
17 |
|
11 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
2,791 |
|
549 |
|
231 |
| |
|
|
|
|
|
|
|
CONSOLIDATED CASH FLOW STATEMENT
for the period ended 30 SEPTEMBER
2004
| |
Notes |
Six
months ended 30 September 2004 (unaudited) |
|
Six
months ended 30 September 2003 (unaudited) |
|
Year ended 31 March 2003 (audited) |
| |
|
£’000 |
|
£’000 |
|
£’000 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net cash outflow
from operating activities |
A |
(1,097) |
|
(1,179) |
|
(2,603) |
| |
|
|
|
|
|
|
| Returns on investments
and servicing of finance |
|
|
|
|
|
|
| Interest received |
|
61 |
|
10 |
|
24 |
| Interest paid |
|
(1) |
|
(2) |
|
(4) |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net
cash inflow from returns on investments and servicing
of finance |
|
60 |
|
8 |
|
20 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Capital expenditure |
|
|
|
|
|
|
| Proceeds from sales of
tangible fixed assets |
|
- |
|
430 |
|
430 |
| Purchase of tangible fixed
assets |
|
(451) |
|
(112) |
|
(362) |
| Exceptional items |
|
(161) |
|
- |
|
- |
| Cash acquired with subsidiary |
|
75 |
|
- |
|
- |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net
cash (outflow)/inflow |
|
(537) |
|
318 |
|
68 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Cash
outflow before financing |
|
(1,574) |
|
(853) |
|
(2,515) |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Financing |
|
|
|
|
|
|
| Issue of
ordinary shares |
|
3,818 |
|
1,444 |
|
2,486 |
| Capital element
of finance lease payments |
|
(1) |
|
(1) |
|
(2) |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net
cash inflow from financing |
|
3,817 |
|
1,443 |
|
2,484 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Increase/(decrease)
in cash |
B |
2,243 |
|
590 |
|
(31) |
| |
|
|
|
|
|
|
NOTES TO THE CASH FLOW STATEMENT
| |
|
Six
months ended 30 September 2004 (unaudited) |
|
Six
months ended 30 September 2003 (unaudited) |
|
Year ended 31 March 2004 (audited) |
| |
|
£’000 |
|
£’000 |
|
£’000 |
| |
|
|
|
|
|
|
| Operating
loss |
|
(1,414) |
|
(1,245) |
|
(2,567) |
| Depreciation |
|
175 |
|
136 |
|
266 |
| Amortisation |
|
36 |
|
- |
|
- |
| Foreign exchange
movements |
|
(72) |
|
(27) |
|
(98) |
| Decrease
in debtors |
|
317 |
|
229 |
|
169 |
| (Decrease)
in creditors |
|
(139) |
|
(235) |
|
(420) |
| Profit on disposal of
fixed assets |
|
- |
|
(137) |
|
(154) |
| Charge on
issue of unapproved share options |
|
- |
|
100 |
|
201 |
| |
|
|
|
|
|
|
| Net
cash outflow from operating activities |
|
(1,097) |
|
(1,179) |
|
(2,603) |
| |
|
|
|
|
|
|
- Reconciliation of operating loss to operating
cash flow
- Reconciliation of net cash flow to movement
in net funds
| |
|
Six
months ended 30 September 2004 (unaudited) |
|
Six
months ended 30 September 2003 (unaudited) |
|
Year ended 31 March 2004 (audited) |
| |
|
£’000 |
|
£’000 |
|
£’000 |
| |
|
|
|
|
|
|
| Increase/(decrease)
in cash in the period |
|
2,243 |
|
590 |
|
(31) |
| Repayment
of finance leases |
|
1 |
|
1 |
|
2 |
| Net funds
at beginning of period |
|
966 |
|
995 |
|
995 |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net funds
at end of period |
|
3,210 |
|
1,586 |
|
966 |
| |
|
|
|
|
|
|
C. Analysis of changes in net funds
| |
As at
1 April 2004 (audited) |
|
Cash
flows unaudited) |
|
As at
30 September 2004 (unaudited) |
| |
£’000 |
|
£’000 |
|
£’000 |
| |
|
|
|
|
|
| Cash at bank
and in hand |
967 |
|
2,243 |
|
3,210 |
| Finance leases |
(1) |
|
1 |
|
- |
| |
|
|
|
|
|
| |
966 |
|
2,244 |
|
3,210 |
| |
|
|
|
|
|
NOTES TO THE INTERIM RESULTS
1. Accounting policies
The accounts have been prepared has been prepared on the
basis of the accounting policies set out in the audited
accounts for the year ended 31 March 2004.
- Going concern
- The directors have prepared the accounts on a going concern
basis.
During the period, the group made losses of £1,591,000
and had net assets at 30 September 2004 of £2,791,000
(including Cash at bank and in hand: £3,210,000). As
disclosed in the Chairman’s Statement on pages 1 to
3, the directors have taken steps to further develop the
group’s range of products and services, which they
expect to lead to new customers signings later this year.
On this basis, the directors have prepared the accounts on
the going concern basis.
2. Exceptional items
Exceptional items relate to the reorganisation of costs of
integrating Future Dynamics Limited into those of FFastFill
plc and its subsidiaries.
| |
Six months ended 30 September 2002 |
|
Six months ended
30 September2001 |
|
Year ended 31 March
2002 |
| |
£’000 |
|
£’000 |
|
£’000 |
| |
(unaudited) |
|
(unaudited) |
|
(audited) |
| |
|
|
|
|
|
| Impairment of investments |
- |
|
444 |
|
579 |
| Provision against staff
loans |
- |
|
- |
|
792 |
| |
|
|
|
|
|
| |
- |
|
444 |
|
1,371 |
Following a review of the carrying value of shareholdings
in SpreadMania Ltd and Easy2Trade plc the directors concluded
that these investments had suffered an impairment and wrote
down the carrying value of the investment in both entities
to a nominal value of £1.
During the year ended 31 March 2002 the Company agreed
to release two individuals from their liabilities in respect
of loans made to them by the Company. Provision was made
against the full amount of these loans, related tax and national
insurance and accrued interest resulting in a charge to the
profit and loss account of £792,000.
3. Tax on loss on ordinary activities
The group has no liability to Corporation tax as the group
made a loss for the purposes of Corporation Tax.
4. Loss per share and diluted loss per share
Loss per share is calculated by dividing the loss attributable
to ordinary shareholders for each period by the weighted
average number of ordinary shares in issue during each
period, as follows:
| |
Six
months ended 30 September 2004 |
|
Six
months ended 30 September 2003 |
|
Year
ended 31 March 2004 |
| |
(unaudited) |
|
(unaudited) |
|
(audited) |
| |
|
|
|
|
|
| Loss attributable to shareholders |
£1,591,000 |
|
£1,234,000 |
|
£2,546,000 |
| |
|
|
|
|
|
| Weighted average number
of shares |
165,960,209 |
|
58,581,260 |
|
74,297,011 |
For the purposes of dilution, share options are non-dilutive.
4. Loss per Share and Diluted Loss per Share (continued)
Diluted loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during each period,
adjusted for the weighted number of share options outstanding
at the end of each period, retrospectively adjusted for
the exercise of dilutive share options.
| |
Six Months ended 30 September 2002 |
|
Six
months ended 30 September2001 |
|
Year
ended 31 March 2002 |
| |
(unaudited) |
|
(unaudited) |
|
(audited) |
| |
|
|
|
|
|
| Loss attributable to shareholders |
£2,644,000 |
|
£4,005,000 |
|
£7,603,000 |
| |
|
|
|
|
|
| Weighted average number
of shares |
47,632,193 |
|
50,838,683 |
|
51,706,658 |
5. Statement of movement on shareholders’ funds
| |
Share capital |
|
Share
premium account |
|
Shares
to be issued |
|
Merger
reserve |
|
Profit
and loss account |
|
Share-
holders’ funds |
| |
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
| At 1 April 2004 (audited) |
1,024 |
|
18,760 |
|
235 |
|
890 |
|
(20,689) |
|
220 |
| Loss for the period |
- |
|
- |
|
- |
|
- |
|
(1,591) |
|
(1,591) |
| Exercise of share options |
18 |
|
5 |
|
- |
|
- |
|
- |
|
23 |
| Issue of shares |
905 |
|
3,223 |
|
- |
|
- |
|
- |
|
4,128 |
| Foreign exchange movement |
- |
|
- |
|
- |
|
- |
|
1 |
|
1 |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| At 30 September 2004 (unaudited) |
1,947 |
|
21,988 |
|
235 |
|
890 | |