| Preliminary Results and Acquisition |
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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 :
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 Financial Dynamics KBC Peel Hunt
Introduction 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 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 recurring nature of our core services revenue
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: Software as a Service (SaaS) Straight Through Processing (STP) 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
2008 Operational Progress 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 Outlook Keith Todd
CONSOLIDATED INCOME STATEMENT for the year ended 31 March 2008
The income statement has been prepared on the basis that all operations are continuing operations.
CONSOLIDATED BALANCE SHEET as at 31 March 2008
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
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
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 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)
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:
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 accounts have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. Going concern 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 Business combinations Goodwill 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
Investments Internally generated intangible assets - software development expenditure An intangible asset arising from development is only recognised if all of the following conditions are met:
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 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 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 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 Share-based payments 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
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 Diluted earnings/(loss) per share share
6. Dividend The directors are not declaring a dividend. |
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