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

Preliminary Results for the Year ended 31 March, 2002

FFastFill plc, (“FFastfill” or “the Company”)a leading provider of direct access trading solutions for intermediaries and investors on international electronic exchanges, announces its preliminary results for the year ended 31 March, 2002.

Highlights

  • Turnover £0.9 million (2001: £0.4 million);
  • Exceptional charges £1.4 million (2001:nil) reflect investment write-downs in Easy2Trade and SpreadMania;
  • Operating loss before exceptional items £7.0 million (2001: loss £5.4 million) reflect higher than expected infrastructure costs and product development activity;
  • Cash at 31 March 2002 £5.1 million, which equates to 11p per share;
  • Major strategic review refocuses group objectives;
  • Transaction revenue model initiated in the USA;
  • Two major new contracts won with Dresdner Kleinwort Wasserstein with a total value up to £5.3 million over five years;
  • Delivery of new service model for the provision of network-based exchange connectivity services for disaster recovery;
  • New management appointments to be made include Keith Todd as executive Chairman, Nigel Hartnell as Business Development Director, and Dr John Elmore as Director, Technology and Operations.

Commenting on the results, Chris Stone, CEO of FFastFill, said:
"With strengthened management to take the group forward, combined with a new focus and an excellent product set, FFastFill is now in a good position to generate revenue at an increasing rate. The delivery of network-based exchange connectivity services produces stable, recurring revenues over a longer term and a substantial improvement in the group's performance is expected."

For further information, please contact:

FFastFill plc - Tel: (020) 7655 8900
Chris Stone / Marion Gay

Buchanan Communications -Tel: (020) 7466 5000
Richard Darby / Bobbie Swanson


Chairman's statement

Introduction
The dramatic changes in the technology requirements within the financial markets have coincided with particularly severe markets for equities and in particular for technology stocks. As a result the group has undertaken a complete review of its market strategy, its product development programme and its management requirements.

It is clear that while FFastFill's existing product suite is of excellent quality, new products and services will need to be developed in order to maximise the substantial opportunities which exist in providing technology to the financial markets.

Results
In the year ended 31 March 2002, turnover doubled to £0.896m although licence fee revenues were flat, reflecting difficult market conditions. The operating loss also increased by 55 per cent to £8.401m. A substantial part of these operating losses arose from higher than expected costs on specific infrastructure and product development activity. Exceptional losses of £1.371m include write-downs of investments in Easy2Trade and SpreadMania. Additionally, the group incurred one-off costs in restructuring certain aspects of the business - such as the transfer of our development and testing facility from London to Prague.

Cash reserves at 31 March 2002 were £5.093m which equates to 11p per share.

Management
Chris Stone was appointed Chief Executive in October 2001 and following a strategic review initiated a number of substantial changes which will drive the group forward. This process has been instigated against a backdrop of very difficult market conditions.

In addition, significant management changes will also take place immediately following the approval of these accounts. I will step down as non-executive Chairman but will remain as a non-executive director.

Keith Todd will be appointed executive Chairman. Keith, who was previously Chief Executive of ICL and who also holds a number of senior non-executive positions including non-executive Chairman of EC Soft plc and Easynet plc, will bring substantial senior management and technology experience to the group.

Nigel Hartnell will be appointed Business Development Director. He was the director responsible for services and corporate development at ICL.

Dr John Elmore will be appointed Director, Technology and Operations, responsible for development and operations. He has previously held senior positions in BT, STC and ICL with responsibility for network services, technology and research.

The new management team will have options over 26.9% of the company's shares as part of their terms and conditions which have been approved by the Board.

Appropriate resolutions re-electing the new directors will be tabled at the forthcoming Annual General Meeting.

Strategy
The review of the group's position in the market, its strengths, its competitive advantages and its product development and operational opportunities was prompted by clear evidence that the business model of traditional independent software vending, particularly in Europe, has changed.

The new strategy now being adopted by FFastFill comprises three core elements:

  • The focus on software and network based services for the capital markets;
  • Leveraging existing assets, including software, and the Prague development capability;
  • Partnering with 'tier one' technology partners to accelerate revenue growth.

The group will pursue this strategy vigorously and positive results are now coming through.

Business and product development
With the strategy redefined and new management in place the current focus of the group is now on developing profitable business activities, which can be sustained.

A significant reduction in costs has been achieved with the transfer of our development and testing facility to Prague. We are pleased with the commercial impact of this initiative, which has resulted in lower costs as well as a substantial improvement in the development time and quality of our software deliverables.

In line with our new strategy, the group continues to offer integrated, fully functional software for electronic markets which sustains significant customer loyalty. Achievement levels on connectivity, functionality and product stability are excellent and the real-time risk manager is a recognised market leader for traders, brokers, risk officers and compliance managers.

In Chicago, the creation of FFastTrade US and the appointment of Jim Oliff as its highly experienced Chief Operating Officer, has enabled the group to develop a new revenue stream, which is related to transaction volume. FFastTrade US is the electronic trading platform, which provides direct, risk-managed access to electronic markets. The venture between FFastTrade US and introducing broker La Salle Street Trading provides the mechanism to combine licence and fee-based revenue. Whilst this combined revenue stream had not impacted our results by 31 March 2002, the potential is considerable.

Our training and e-learning initiatives are generating income as well as providing marketing benefits and opportunities to FFastFill. FFastTrainer and Train2Trade offer online, real-time trading simulations and training programmes. Market participants are increasingly advised, and also required by risk managers, to acquire confidence in their trading ideas and competence in their trading skills and the group's products satisfy both these requirements. Successfully adopting the new strategy will be a major focus for the strengthened management team. It will involve, amongst others, the delivery of network-based services to financial markets to provide a level of service quality not previously available. Institutions need to deal with the increased cost pressures they are facing as financial markets mature and to create new opportunities that substantially increase their client base without a commensurate increase in costs and risks.

In this context FFastFill is extremely pleased to have won two major new contracts with Dresdner Kleinwort Wasserstein (DrKW) with a total value of up to £5.3 million over five years.

One of the contracts extends the existing software licence arrangement with DrKW whilst the other is for the provision of network-based exchange connectivity services for disaster recovery. The latter will deliver a flexible, scalable resource to DrKW at reduced cost and is expected to be a model for future developments in the market.

The network-based exchange connectivity services contract for disaster recovery is conditional, amongst other things, upon the Company issuing 9,924,766 warrants to DrKW. Under the terms of the warrants DrKW will be entitled to subscribe for shares in FFastFill at 7 pence per share. The resolutions to be proposed at the forthcoming Annual General Meeting ask for the directors to be given authority to allot relevant securities, which includes ordinary shares and the warrants to be issued to DrKW, and to do so without making an offer to existing shareholders on a pre-emptive basis.

Outlook
With strengthened management to take the group forward, combined with a new focus and an excellent product set, FFastFill is now in a good position to generate revenue at an increasing rate. This primarily will be as a result of the move to a managed network-based exchange connectivity service model which produces stable, recurring revenues over a longer term. A substantial improvement in the group's performance is expected, beginning with the 2002/03 financial year.

Nicholas Durlacher CBE
Chairman

 

CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 31 MARCH 2002

Notes

2002

2001

 

£’000

£’000

 

 

 

Turnover

1

896

438

 

 

 

Administrative expenses

- other

 

(7,932)

(5,863)

 

 

 

 

- exceptional

2

(1,371)

-

 

 

 

 

 

 

Operating loss

 

(8,407)

(5,425)

 

 

 

Interest receivable and similar income

 

390

321

 

 

 

Interest payable and similar charges

 

(1)

(1)

 

 

 

 

 

 

Loss on ordinary activities before taxation

 

(8,018)

(5,105)

 

 

 

Tax on loss on ordinary activities

3

412

-

 

 

 

 

 

 

Loss on ordinary activities after taxation

 

(7,606)

(5,105)

 

 

 

Minority interest

 

3

-

 

 

 

 

 

 

Retained loss for the financial year attributable to

 

 

 

shareholders

 

(7,603)

(5,105)

 

 

 

 

 

 

 

 

 

Basic loss per share

4

(16.73)p

(14.34)p

Diluted loss per share

4

(14.70)p

(12.69)p



CONSOLIDATED BALANCE SHEET as at 31 MARCH 2002

Notes

2002

2001

£’000

£’000

Fixed assets

 

 

Negative goodwill

(31)

-

Tangible assets

474

535

Investments

-

-

 

 

 

 

443

535

 

 

Current assets

 

 

Investments

-

126

Debtors

488

879

Cash at bank and in hand

5,093

11,782

 

 

 

 

5,581

12,787

 

 

Creditors: amounts falling due within one year

(1,179)

(954)

 

 

 

 

Net current assets

4,402

11,833

 

 

 

 

Total assets less current liabilities

4,845

12,368

 

 

Creditors: amounts falling due after more than one year

(3)

(5)

 

 

 

 

Net assets

4,842

12,363

 

 

 

 

Capital and reserves

 

 

Called up share capital

5

456

455

Share premium account

5

16,834

16,834

Shares to be issued

5

293

258

Merger reserve

5

890

890

Profit and loss account

5

(13,660)

(6,074)

 

 

 

 

Equity shareholders’ funds

4,813

12,363

 

 

Minority interest

29

-

 

 

 

 

4,842

12,363

 

 



CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 MARCH 2002

Notes

2002

2001

 

£’000

£’000

 

 

 

Net cash outflow from operating activities

A

(6,858)

(5,199)

 

 

 

 

 

 

Returns on investments and servicing of finance

 

 

 

Interest received

 

348

321

Interest element of finance lease payments

 

(1)

(1)

 

 

 

Net cash inflow from returns on investments and

 

 

 

servicing of finance

 

347

320

 

 

 

 

 

 

Taxation

 

 

 

Research and development tax credit received

 

412

-

 

 

 

 

 

 

Capital expenditure and financial investment

 

 

 

Purchase of tangible fixed assets

 

(183)

(705)

Purchase of investments

 

(453)

(126)

 

 

 

 

 

 

 

(636)

(831)

 

 

 

 

 

 

Acquisitions

 

 

 

Cash acquired with subsidiary

 

47

-

 

 

 

 

 

 

Cash outflow before financing

 

(6,688)

(5,710)

 

 

 

 

 

 

Financing

 

 

 

Issue of ordinary shares

 

1

18,040

Costs of issue of ordinary shares

 

-

(1,000)

Capital element of finance lease payments

 

(2)

(1)

 

 

 

 

 

 

Net cash (outflow)/inflow from financing

 

(1)

17,039

 

 

 

 

 

 

(Decrease)/increase in cash

B

(6,689)

11,329

 

 

 



NOTES TO THE CASH FLOW STATEMENT

A. Reconciliation of operating loss to operating cash flow

2002

2001

£’000

£’000

 

 

Operating loss

(8,407)

(5,425)

Depreciation

268

240

Amortisation

(6)

-

Foreign exchange gains

(3)

-

Decrease/(increase) in debtors

468

(841)

Increase in creditors

191

827

Charge on issue of unapproved share options

52

-

Provision against investments

579

-

 

 

 

 

Net cash outflow from operating activities

(6,858)

(5,199)

 

 



B. Reconciliation of net cash flow to movement in net funds

2002

2001

£’000

£’000

 

 

(Decrease)/increase in cash in the year

(6,689)

11,329

 

 

Repayment of finance leases

2

1

Net funds at beginning of year

11,775

445

 

 

 

 

Net funds at end of year

5,088

11,775

 

 



C. Analysis of changes in net funds

At 1 April

Cash flows

At 31 March

2001

 

2002

£’000

£’000

£’000

 

 

 

Cash at bank and in hand

11,782

(6,689)

5,093

Finance leases

(7)

2

(5)

 

 

 

 

 

 

11,775

(6,687)

5,088

 

 

 



NOTES

1. Accounting policies

The accounts have been prepared under the historical cost connection and in accordance with applicable accounting standards.

2. Exceptional Items

Exceptional items comprise:

2002

2001

£’000

£’000

 

 

Impairment of investments

579

-

Provision against staff loans

792

-

 

 

1,371

-


During the year the directors reviewed the carrying value of investments held in SpreadMania Ltd and Easy2Trade plc. The directors believe that these investments have suffered an impairment and have written down the carrying value of the investment in both entities to a nominal value of £1, resulting in a charge to the profit and loss account of £579,000.

The Company has agreed to release two individuals from their liabilities in respect of loans made to them by the Company. Provision has been 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 Company has no liability to UK Corporation tax as the Company made a loss for the purposes of UK Corporation Tax. During the year the Company received a research and development tax credit.

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 amounting to £7,603,000 for the year ended 31 March 2002 (2001: £5,105,000) by 45,451,450 at 31 March 2002 (2001: 35,605,575), being the weighted average number of ordinary shares in issue during each period.

Diluted loss per share is calculated by dividing the loss attributable to ordinary shareholders as disclosed above, by 51,706,658 at 31 March 2002 and by 40,218,117 at 31 March 2001, being 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 share options. For the purposes of dilution, outstanding share options have been included at their exercise price of between £0.01 and £1.20 per share.

5. Statement of Movement on Shareholders’ Funds

Share capital £’000

 

 

Share premium account
£’000

 

 

Shares to be issued £’000 Merger reserve £’000 Profit and loss account £’000 Share- holders’ funds £’000

At 31 March 2001

455

16,834

258

890

(6,074)

12,363

Loss for the year

-

-

-

-

(7,603)

(7,603)

Charge on grant

 

 

 

 

 

 

of share options

-

-

52

-

-

52

Exercise of

 

 

 

 

 

 

share options

1

-

 (17)

-

17

1

 

 

 

 

 

 

 

 

 

 

 

 

At 31 March 2002

456

16,834

293

890

(13,660)

4,813

 

 

 

 

 

 


6. Financial Information

The financial information set out in the announcement does not constitute the Company's statutory accounts.  Information relating to the year ended 31 March 2001 is derived from the statutory accounts for that period which have been delivered to the Registrar of Companies.  The auditors’ report on those accounts was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.  The statutory accounts for the year ended 31 March 2002 have been audited and the accounts will be delivered to the Registrar of Companies after the Company's Annual General Meeting.

7. Annual Report and Accounts

The Annual Report and Accounts will be posted to shareholders and will also be available from the Company's registered office at 1-3 Norton Folgate, London E1 6DB.