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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 </