| Interim Results for the Six Months ended 30 September, 2004 |
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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
Commenting on the results, Keith Todd, Executive Chairman of FFastFill, said: FFastFill plc - Tel: (0207) 665 8900 Hansard Communications - Tel: (0207) 245 1100 Rostron Parry - Tel: (0207) 490 8062 Chairman StatementIntroduction
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 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 reviewStrategy: 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 Keith Todd
CONSOLIDATED PROFIT AND LOSS ACCOUNT |
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| 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) |
| 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) |
| 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 | ||||||||
| 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) | ||||
| 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) | |||
| 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 | |||
| 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 | |||
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.
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 |
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 | ||||
5. 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 |
| 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 | (22,279) | 2,781 | |||||
7. Financial Information
The financial information set out in this interim report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the six month periods ended 30 September 2004 and 2003 is unaudited. Information relating to the year ended 31 March 2004 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.
8. Interim dividend
The directors do not wish to declare an interim dividend.