RNS Number : 4411I
FFastFill PLC
19 November 2008
19 November 2008
FFastFill plc
("FFastFill" or the "Company")
Interim Results
FFastFill (LSE: FFA), the leading provider of Software as a Service ("SaaS") solutions to the global derivatives community is pleased to
announce interim results for the six months ended 30 September 2008, showing strong progress during a period of continued investment:
Financial Highlights
* Revenue increased by 45% to stand at £6.83m (H1 07/08: £4.72m)
* SaaS revenues increased 20% organically to £4.02m
* '12 month Order Book' stands at £12.33m (H1 07/08: £10.50m), with SaaS Order Book increasing 32% to £8.95m (H1 07/08: £6.77m)
* EBITDA of £0.24m (H1 07/08: £0.49m)
* Operating Loss of £0.42m (H1 07/08: Loss of £0.08m)
* Cash balance of £1.37m (H1 07/08: £1.88m)
* Placing of 15,384,615 shares, announced today, raising £1.0m to fund phase 2 of our Asia Pacific expansion plan following good
progress with phase 1
Operational Highlights
* Significant contract wins in the period including wins with ICAP, Mizuho and NYSE LIFFE
* Acquisition of Exchange Technology Pty Ltd providing our initial base in Asia Pacific, regional middle office connectivity and 12
significant customers in the region
* Service suite enhanced and expanded, covering Front, Middle, Back and Risk capability
* Now operating on a true global basis - as one Company, one identity, a consistent level of service delivery
Commenting on the results Keith Todd, Chairman and Chief Executive Officer of FFastFill said:
"I am very pleased with the significant growth we have achieved during the first six months of this year in a difficult market. With our
investment in Asia Pacific we now go to market with a truly global, 24/7 offering. The enhancements we have made to our service suite are
being well received by both new and existing clients. It is particularly exciting to be pushing forward with our expansion in the key Asia
Pacific region and I am delighted to announce our successful £1.0m Placing today alongside these results which will fund that expansion.
"As we have previously said, no business can be immune to the current exceptional market conditions. The Board recognises that there is
more uncertainty in the market at the current time and unforeseen events could occur in the months ahead. Whilst turbulent markets present
opportunities for leaner, more agile and fast moving businesses like ours the timing of these opportunities is difficult to predict.
However, as a result of the investments we continue to make in our business, we have confidence that our medium and long term growth
prospects remain sound."
For further information please contact:
FFastFill plc +44 (0)20 7665 8900
Keith Todd, Chairman and CEO
Nigel Hartnell, Executive Director
Financial Dynamics +44 (0)20 7831 3113
James Melville-Ross / Matt Dixon / Emma Appleton
KBC Peel Hunt +44 (0)20 7418 8900
Oliver Scott / Richard Kauffer
Chairman and Chief Executive Officer's Statement
Introduction
I am pleased to announce another period of significant growth over the past six months, achieved in what is now widely recognised as a
demanding and turbulent marketplace. During the first half we have continued to invest in our growth potential, enhancing our range of
offerings as well as further expanding our geographic footprint and increasing our capacity to support future growth. These actions have now
firmly established FFastFill as a key player in the trading technology market and we enter the second half of the year with the most
competitively strong service suite in our Company's history.
I am also extremely pleased to announce today the commencement of phase 2 of our Asia Pacific expansion plan following the successful
Placing of 15,384,615 shares raising £1.0m to finance this expansion. Further details on the Placing can be found in a separate announcement
made this morning.
We, like everyone, have been impacted by the turbulence in the financial markets over the past six months. However we have demonstrated
resilience during the period, something that speaks both to the strength of our offering and of our business model. We are well equipped to
mitigate the effects of this continuing turbulence as a result of the recurring nature of the revenue we earn from our core business, the
breadth of our customer base and the competitive strength of our offering. As evidence of this, we have continued to grow our work within
existing clients as well as win new clients during the six months under review. In particular we have announced four new wins during the
past few weeks that will contribute to growth in the second half of the year.
The nature of these wins says a great deal about the opportunities within our own marketplace at the moment. In September we announced
new contracts to provide ICAP and Mizuho with connectivity to the London Metals Exchange ("LME"). Their moves into the LME market space is
one example of the vitality of our core derivatives market at the moment, with new names entering the arena as well as existing names
driving and capitalising on the higher volumes resulting from current market volatility. Similarly, in October we announced an agreement to
provide independent trading house, Mint Equities, with a number of FFastFill applications including a trade execution and risk management
capability. We are seeing increasing interest in risk management systems and our recently enhanced risk management product, 'Risk Pro,' is
well placed to capitalise on this trend.
Financial Review
Total revenue during the period grew 45% to £6.83m (H1 07/08: £4.72m) within which SaaS revenue grew organically by 20% to £4.02m.Revenue from SaaS related work accounts for 70% of total revenue, similar to last year, thus underpinning the already high quality of our
recurring revenue base (this excludes third party licence fees passing through our revenue). Our '12 month Order Book' now stands at
£12.33m (H1 07/08: £10.50m), with our SaaS Order Book increasing 32% to £8.95m (H1 07/08: £6.77m).
During the period we received less customer funded development work than expected resulting in a negative short term effect on the
profit and loss. Instead of carrying out work of this type, our development resource was deployed to bring forward some Company investments
in intellectual property that will assist in growing our recurring revenue stream further still over time. Our top 20 customers continue to
account for 81% of total revenue (H1 07/08: 81%), with the revenue of these top 20 now standing at £5.51m (H1 07/08: £3.81m) at the close of
the six month period and representing an annualised average of £0.55m, per customer (H1 07/08: £0.38m).
EBITDA for the period was £0.24m (H1 07/08: £0.49m). The Company recorded an operating loss in the first half of £0.42m (H1 07/8: loss
of £0.08m) primarily as a result of the continued and increased investment in the Company's growth combined with higher operational costs:
this included investment in the first phase of our Asia Pacific expansion plan with the purchase of Exchange Technology Pty Ltd in July and
the investment in additional offerings and service infrastructure.
The total operating expenses at £7.24m (H1 07/08: £4.80m / H207/08: £6.35m) include three elements; Cost of Sales, covering third party
licences sold directly to a customer and cost of development of specific customer funded work; Amortisation and Depreciation; and Company
overheads (Opex).
Amortisation and Depreciation increased during the period by £0.09m to £0.66m (H107/08: £0.57m). The Company's overheads increased by
£1.61m from £3.16m in H1 07/08 to £4.77m in the period. This increase was due to:
* The full period effect of acquisitions: £0.50m.
Exchange Systems Technologies Ltd (now known as FFastFill Post-trade Processing, or "PTP") was only included in Financial Year 07/08 for
one quarter and Exchange Technology Pty Ltd was included from 1 July 2008.
* Investment in growth: £0.30m
This includes, implementation of improved communication links to some exchanges and linking our US and UK data Centres with two
transatlantic links. This will improve customers' trading experience and as result help accelerate future growth. We have also invested in
the PTP customer service capability and increased the development resources so that we can increase the revenue earning and internal
investment capacity of the PTP team. This should lead to additional customer development revenue in the second half as well as allowing us
to progress our PTP strategic projects. The latter includes transitioning the service to the Linux operating system, enhancing its multi
asset capability and, for deployment later in 2009, developing a fully shared environment for back office customers. We have also increased
our Asia Pacific sales coverage.
* Czech exchange rate: £0.12m
A significant part of our development team is based in Prague and the exchange rate £ : CZ Koruna has moved on average between the
periods by 18% (FY 2007/08: 38 Koruna per £ / FY 2008/09: 31 Koruna per £). This has increased the operating expenses charge to the Income
Statement by £0.12m.
* Other overheads expenses: £0.55m
Opex staff cost increased £0.23m and third party costs increased £0.31m. The latter includes London infrastructure cost increases of
£0.15m owing to London data centre cost increases. Our previous contracts had protected us through the last financial year from the
substantial rise in London costs.
* Plc cost increase: £0.15m
Executive directors' salaries had been waived in the first half of last year. These are now being paid in line with executive
directors' contracts: in addition there was an increased group accrual during the period for share-based payments.
Our cash position at the close of the period stood at £1.37m (H1 07/08: £1.88m / H2 07/08: £2.42m). The 31 March 08 cash balance was
£0.60m higher than had been expected due primarily to earlier receipts from customers which had been expected in April 2009. The additional
net cash outflow was due to increased capital expenditure on operational assets and investment in our expanded software offering to drive
future growth.
Cash flow from operations was £0.26m (H1 07/08: £0.46m). The reduction was due to the increased operating loss referred to above.
During the period we spent £0.29m (H1 07/08: £0.21m) on equipment to support our service delivery and £0.75m (H1 07/08: £0.39m) on new
software services referred to in the Operational Review section of this report.
We have a £0.75m two year loan taken out with KBC Bank to finance the purchase of Exchange Technology Pty Ltd.
The acquisition of Exchange Technology Pty Ltd was completed on 1 July 2008 and incurred a cost of £0.92m paid in cash and a share
consideration amounting to £0.24m. £0.15m of the cash consideration is being held in escrow covering the two year warranty period. The
acquisition has brought a good customer base and skill-set to the group. We are now in the process of exploiting these assets and working
on the integration of middle office software to enable us to offer a single middle office service with global coverage. We expect to see
the first successes in the market with new wins shortly. The acquisition had a negative impact on the half year results of £0.05m and
remains on track to be earnings neutral in the first twelve months and earnings enhancing in subsequent years.
Our people
During the period we conducted a full review of all roles within our organisation and, as a result, have been able to identify and make
a number of small organisation changes that will increase efficiency, provide a common look and feel to our support activity across our
entire service suite, and introduce a common approach to our testing activity. In addition, we have streamlined some roles within the
organisation and increased emphasis in certain areas on driving growth. These changes will further enhance our client service and on behalf
of the entire Board I would like to thank our staff for the skill they have demonstrated and commitment they have shown in serving our
customers in the past six months.
Outlook
Today we have a broad geographical footprint which allows us to serve more clients, in more areas of the world at any time of the day or
night: a significant benefit to us as a service-led business. We have an enhanced service range, which is stronger and more flexible than
ever before, and opens up new opportunities to us as well as strengthening our position in areas where we are already entrenched. Most
importantly we have continued to grow our business in both existing and new clients during the first half of the year, confirming that there
remains a clear market need for our offerings.
Against this backdrop, the Board has made a firm decision to continue investing for growth through the second half of the year. We
believe that investing now in platforms and processes to underpin our business and maintain our high levels of service will enhance our
ability to continue to grow over the longer term. Whilst focusing on these strategic investments, such as our expansion in Asian markets, we
will continue to tightly manage our cost base and maintain the working capital disciplines we have put in place over the past three years.
As we have previously said, no business can be immune to the current exceptional market conditions. The Board recognises that there is
more uncertainty in the market at the current time and unforeseen events could occur in the months ahead. Whilst turbulent markets present
opportunities for leaner, more agile and fast moving businesses like ours the timing of these opportunities is difficult to predict.
However, as a result of the investments we continue to make in our business, we have confidence that our medium and long term growth
prospects remain sound.
Keith Todd
Chairman & Chief Executive Officer
Operational Review
Market dynamics
The Exchange Traded Derivatives ("ETD") market, FFastFill's core market, continues to see strong growth with exchanges globally
reporting volume increases of between 8% and 20% driven by market volatility. Most commentators believe this volatility will continue in the
year ahead leading to further increases in centrally cleared services and also ETD. Although some key banking institutions have 'failed'
during the period, including clients of FFastFill's, most of this business has moved to other institutions. In addition, new technology
purchasing decisions are taking place as the new owners of these assets restart or reshape these businesses. Whilst it is too early to say
with any degree of confidence exactly what the long term effects will be on the global economy, it is very clear that electronic trading
will continue to grow and that exchange traded derivatives will prosper either through existing exchanges or new ones set up to increase the
competitiveness of the market. This creates a potentially significant opportunity for FFastFill.
At the same time, the focus within financial and trading institutions on improving risk management systems is increasing and FFastFill
is well placed to benefit from this trend. The nature of the Company's business model enables customers to incur low or in some cases no
upfront costs when implementing a new FFastFill system. As a result, the FFastFill SaaS offering - particularly in "front to middle" and
risk management form - allows customers to adopt new, more effective systems quickly and with minimum disruption to their business. Back
office systems generally carry a higher level of upfront replacement cost and, as a result, FFastFill is focused at this current time on
selling add-ons to its customer's existing systems rather than relying on the sale of entirely new systems. Longer term the investments
that have been made and continue to be made in migrating the Company's back office software to Linux and the shared back office environment
will reduce significantly the up front cost, thus increasing FFastFill's competiveness and reducing barriers to change.
A truly global footprint
FFastFill is now run as a single, global entity focused on maximising the income stream generated from a customer. This global approach
manifests itself in a number of ways, first and foremost in the 24/7 service FFastFill is now able to offer globally from its London,
Chicago and now Sydney bases. Coupled with the integrated suite of services that the Company is now able to offer globally to clients,
FFastFill is now clearly differentiated from competitors in its space who often have a different, non-complementary range of services
offered throughout different regions: a model that does not support global business in an era of heightened risk control and sharp focus on
cost management.
FFastFill's global reach is now also supported internally by the use of common Company-wide processes and IT to support all aspects of
the business.
Remaining on the topic of global expansion, the FFastFill Board (the "Board") announced in May the first phase of an Asia Pacific
Strategy with the acquisition of Exchange Technology Pty Ltd ("ET"). This acquisition has allowed the Company to establish a true global
middle office service as well as the third key leg of our "follow the sun" service strategy. Not only has this acquisition expanded our
global reach, it has also expanded the Company's reach into the trading process providing a fertile opportunity to sell middle office
capability into its existing customer base as well as opening up the opportunity to inject FFastFill services into ET's clients.
Looking to the future, the Board is extremely pleased that, as a result of the successful Placing announced today, the Company will now
be able to press ahead with the second phase of its Asia Pacific expansion plan starting in the second half of this financial year. While
it will add costs in the short term, it will significantly enhance the growth opportunity open to FFastFill in the coming years. It will
enable the global deployment of FFastFill technology and open the way for a fully competitive offering to be directed at key incumbents.
Connectivity and infrastructure centres will be progressively opened in four cities in the Asia Pacific region; Singapore, Sydney, Hong Kong
and Tokyo. This will mark a further expansion of FFastFill's Global 'city-centric' expansion strategy, in what remains a strategically
important and economically significant region for the Company.
A strengthened offering
During the period, a number of new or enhanced offerings have been unveiled that result in FFastFill having today the most comprehensive
service suite in its history and certainly the most competitive offer on the market today. These services focus on strengthening the
Company's position in existing areas as well as expanding its reach into new market niches and include:
* Trading Pro (Front End)
The functionality of this service has continued to be enhanced during the period and additional exchange connectivity has been added.
FFastFill's partnership with Object Trading, an Australian based Company, and the Company's investment in infrastructure will provide
additional Asia Pacific growth opportunities. The Company's multi asset capabilities have been enhanced with deployment of a new Foreign
Exchange capability and its E-Speed US Treasury trading functionality. In addition, FFastFill's recently agreed partnership with Progress
Apama will provide it with comprehensive 'Algo' and spread trading capability. All of this marks further progress with the Company's
strategic intent to expand its business through multi asset class connectivity.
* Risk Pro (Risk Management)
The integration of the Company's back office margining engine with its Tracking Pro data base and risk management console has been
completed, and interfaces to the currently most used back offices have been created. This is now live in the Company's first customer and
the initial feedback received from other companies in the space is encouraging.
* FFastFill Seals (Middle Office)
The recent acquisition of ET has enabled FFastFill for the first time to offer a global middle office solution. This will be further
improved through the integration of the features into the Company's SaaS service and the investment in Asia Pacific infrastructure.
* FFastFill Eclipse (Back Office)
The investment to reduce the cost of deploying the service will improve the business case for businesses change from legacy back offices
and will further improve FFastFill's profitability. The Company has broadened its sales focus for Back Office solutions and now has one
customer live with this solution in Australia and one in South Africa. Back Office activity will continue to be focused on specific cities
with priorities in the short term being London, Amsterdam, Sydney, Melbourne and Singapore.
Operations
Internally, 'blade-servers' which operate using virtualisation technologies are now being deployed and the deployment of 64bit
technology has also just been completed. These initiatives significantly improve the capacity of FFastFill's data centre space and improve
the Company's service performance. The Company is now also implementing the move of the third leg of its global support - an evening shift
in Chicago - to Sydney so that the service book can be managed globally in daylight hours. This transition will be completed by the
calendar year end.
CONSOLIDATED INCOME STATEMENT
for the period ended 30 SEPTEMBER 2008
Notes Six months ended Six months ended Year ended 31 March 2008
30 September 2008 30 September 2007 (audited)
(unaudited) (unaudited)
£'000 £'000 £'000
Revenue 6,828 4,716 11,359
Operating expenses (7,244) (4,797) (11,145)
Operating (loss)/profit (416) (81) 214
Finance income 4 23 22 51
Finance costs 5 (66) (12) (34)
Exceptional items 6 (60) (240) (368)
Loss before income tax (519) (311) (137)
Income tax 7 (8) 65 1,061
(Loss)/profit for the year (527) (246) 924
Basic and diluted 8 (0.14p) (0.08p) 0.26p
(loss)/profit per share
CONSOLIDATED BALANCE SHEET
as at 30 SEPTEMBER 2008
As at As at As at
30 September 2008 30 September 2007 31 March 2008
(unaudited) (unaudited) (audited)
Note £'000 £'000 £'000
Assets
Non-current assets
Goodwill 7,534 6,343 6,480
Intangible assets 3,028 2,285 2,595
Property, plant and equipment 764 937 785
Trade and other receivables 145 - 145
Deferred taxation 1,505 - 1,505
Non-current assets 12,976 9,565 11,510
Current assets
Trade and other receivables 3,336 2,460 2,665
Cash and cash equivalents 1,369 1,878 2,424
4,705 4,338 5,089
Total assets 17,681 13,903 16,599
Liabilities
Trade and other payables (6,796) (4,353) (6,122)
Borrowings (375) - -
Obligations under finance - (233) (103)
leases
(7,171) (4,586) (6,225)
Net current liabilities (2,466) (248) (1,136)
Total assets less current 10,510 9,317 10,374
liabilities
Non-current liabilities
Borrowings (375) - -
Obligations under finance - (55) -
leases
(375) (55) -
Net assets 10,135 9,262 10,374
Capital and reserves
Called up share capital 10 3,810 3,702 3,705
Share premium account 31,724 31,095 31,093
Other reserves 235 235 715
Shares to be issued - 480 -
Share-based payment reserve 179 89 114
Merger reserve 890 890 890
Translation reserve (145) (28) (112)
Profit and loss account (26,558) (27,201) (26,031)
Equity shareholders' funds 10,135 9,262 10,374
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Other Share based payment Merger reserve Translation
Retained Deferred Total
account reserves reserve reserve
earnings consid-eration
£'000 £'000 £'000 £'000 £'000 £'000
£'000 £'000 £'000
For the six months ended 30
September 2008
At 1 April 2008 3,705 31,093 715 114 890 (112)
(26,031) - 10,374
Exchange differences on - - - - - (33)
- - (33)
translating foreign operations
Loss for the period - - - - - -
(527) - (527)
Share compensation expense - - - 65 - -
- - 65
Share issues 105 631 (480) - - -
- - 256
At 30 September 2008 3,810 31,724 235 179 890 (145)
(26,558) - 10,135
For the six months ended 30
September 2007
At 1 April 2007 2,897 26,561 235 35 890 (9)
(26,955) - 3,654
Exchange differences on - - - - - (19)
- - (19)
translating foreign operations
Loss for the period - - - - - -
(246) - (246)
Share compensation expense - - - 54 - -
- - 54
Share issues 805 4,534 - - - -
- 480 5,819
At 30 September 2007
3,702 31,095 235 89 890 (28)
(27,201) 480 9,262
CONSOLIDATED CASH FLOW STATEMENT
for the period ended 30 SEPTEMBER 2008
Notes Six months ended Six months ended Year ended 31 March 2008
30 September 2008 30 September (audited)
(unaudited) 2007
(unaudited)
£'000 £'000 £'000
Cash flows from operating
activities
Cash flows from operations A 263 463 2,157
Interest received 23 22 51
Interest paid (66) (12) (34)
Tax (paid)/received (8) 65 61
Net cash flows from operating 212 538 2,235
activities
Cash from investing activities
Acquisition of Subsidiary (888) (4,210) (4,210)
Purchase of intangible assets (749) (387) (983)
Purchase of property, plant & (289) (212) (602)
equipment
Net cash flows used in (1,926) (4,809) (5,795)
investing activity
Cash flows from financial
activities
Net proceeds from issue of 12 5,200 5,220
ordinary share capital
Proceeds from bank loan 750 - -
Finance lease principal (103) (67) (252)
payments
Net cash inflow from financing 659 5,133 4,968
activities
Net change in cash and cash (1,055) 862 1,408
equivalents
Cash and cash equivalents at 2,424 1,016 1,016
beginning of year
Cash and cash equivalents at 1,369 1,878 2,424
end of year
NOTES TO THE CASH FLOW STATEMENT
* Reconciliation of net loss to net cash flow from operating activities
Six months ended Six months ended Year ended
30 September 2008 30 September 2007 31 March 2008
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
(Loss)/profit after tax (527) (246) 924
Finance income (23) (22) (51)
Finance costs 66 12 34
Taxation 8 (65) (1,061)
Depreciation 343 374 764
Amortisation of intangible 316 197 506
assets
Share based payment 65 54 79
Foreign exchange translation (33) 17 96
differences
Increase in receivables (547) (130) (480)
Increase in payables 595 272 1,346
Cash flows from operating 263 463 2,157
activities
NOTES TO THE HALF YEARLY REPORT
1. Basis of Preparation
The consolidated half yearly financial information has been prepared on a consistent basis with the accounting policies that are
expected to apply in the full year financial statements for the year ending 31 Mach 2009, which will be prepared in accordance with
International Financial Reporting Standards as adopted by the EU. The accounting policies are also consistent with those used in the
preparation of the full year financial statements for the year ended 31 March 2008
The financial information contained within this interim report has been prepared in accordance with International Accounting Standard 34
(IAS 34 Interim Financial Reporting) and are unaudited. They were approved by the board and authorised for issue on 19 November 2008.
2. Significant Accounting Policies
Revenue
Revenue, which excludes value added tax, represents the value of goods and services supplied. Where income relates to future services or
there are associated ongoing costs the income is spread over the life of the provision of the service. All other income is recognised on
delivery.
Share-based payments
The group operates two share options schemes; the Enterprise Management Incentive Scheme and the 2003 Share Option Scheme (HM Revenue &
Customs unapproved). The fair value of options is recognised as an employee benefit expense with a corresponding increase in reserves over
the vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value)
and share premium when the options are exercised.
Share option and warrants granted prior to 7 November 2002, have been excluded from the share-based payment calculation, as permitted by
IFRS 2 Share-based payment.
Internally generated intangible assets - software development expenditure
The group considers that the regulatory, technical and market uncertainties inherent in the development of new products and technologies
means that the internal software development costs should not be capitalised as intangible assets until the commercial viability of a
project is demonstrable and appropriate resources are in place to launch the product. Research and development expenditure prior to this
point in time is expensed as incurred.
An intangible asset arising from development is only recognised if all of the following conditions are met:
The intangible asset is considered to be technically feasible and the project to create it is sufficiently resourced to be capable of
completion.
There is an intention to complete the asset and both the intention and ability to sell it.
It is reasonably expected that the asset is likely to generate net future economic benefits
Development costs in relation to the asset can be reliably measured. 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.
Going concern
The directors have prepared the accounts on a going concern basis, which assumes that the Company will be able to continue in
operational existence for the foreseeable future.
During the period, the group made losses of £527,000 and had net assets at 30 September 2008 of £10,135,000 (including cash at bank and
in hand of £1,369,000). 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 contracts later this year. On this basis, the directors
have prepared the accounts on the going concern basis.
3. Segmental Information
Geographical segment
The Group operates in one business; that of the provision of application services for use in the global financial markets. The segmental
analysis by region is presented below.
European US Asia Pacific Total
For six months ending 30 September £'000 £'000 £'000 £'000
2008
Turnover by origin 5,336 1,407 85 6,828
Turnover by destination 4,559 1,748 521 6,828
Depreciation and amortisation 582 76 1 659
Operating (loss)/profit (276) (150) 10 (416)
Finance costs - net (43)
Exceptional items (60)
Loss before Tax (519)
Capital expenditure on property,
plant and equipment (228) (61) - (289)
Expenditure on intangible assets (716) - (33) (749)
Total assets 15,745 900 1,036 17,681
Total liabilities 4,444 1,146 1,956 7,546
3. Segmental Information (continued)
European US AsiaPacific Total
For six months ending 30 September £*000 £*000 £*000 £*000
2007
Turnover by origin 3,592 1,124 - 4,716
Turnover by destination 3,617 1,099 - 4,716
Depreciation and amortisation 492 79 - 571
Operating loss (63) (18) - (81)
Finance costs * net 10
Exceptional items (240)
Loss before tax (311)
Capital expenditure on property,
Plant and equipment (183) (29) - (212)
Expenditure on intangible assets (387) - - (387)
Total assets 13,158 745 - 13,903
Total liabilities 3,978 663 - 4,641
European US Asia Pacific Total
For the year ended 31 March 2008 £'000 £'000 £'000 £'000
Turnover by origin 9,549 1,810 - 11,359
Turnover by destination 7,587 3,529 243 11,359
Depreciation and amortisation 1,085 185 - 1,270
Operating profit/(loss) 321 (156) 49 214
Exceptional items (368)
Finance costs - net 17
Loss before Tax (137)
Capital expenditure on property, 489 113 - 602
plant and equipment
Expenditure on intangible assets 983 - - 983
Total assets 15,853 746 - 16,599
Total liabilities 5,363 862 - 6,225
4 Finance income Six months ended Six months ended Year ended
30 September 2008 30 September 2007 31 March 2008
(unaudited) (unaudited) (audited)
£'000 £'000 £,000
Bank interest 23 22 51
5 Finance costs Six months ended Six months ended Year ended
30 September 2008 30 September 2007 31 March 2008
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Bank interest 5 - 7
Loan interest 15 - -
On finance leases 2 10 18
Other interest 44 2 9
66 12 34
6. Exceptional items
Exceptional items relate to the reorganisation costs of integrating Exchange Systems Technology Ltd (now known as FFastFill Post-trade
Processing Ltd) into FFastFill Plc and its subsidiaries.
7. Taxation
The group has no liability to UK Corporation tax as the group made a loss for the purposes of Corporation Tax.
8. 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 Six months ended Year ended 31 March
30 September 2008 30 September 200707 2008
(unaudited) (unaudited) (audited)
Profit/(Loss) attributable to (£527,000) (£246,000) £924,000
shareholders
Weighted average number of 376,764,704 331,472,369 350,698,541
shares
For the purposes of dilution, share options are non-dilutive.
9. Acquisitions
On 1 July 2008 the FFastFill Australia Pty Ltd acquired the entire issued share capital of Exchange Technology Pty Ltd for a total
consideration of £1.164m. The consideration consisted of £0.920 million paid in cash and £0.244 million paid in shares.
The aggregate results for their transactions for the period from completion of 1 July 2008 to 30 September 2008 was £0.085 million of
revenue and £0.052 million of operating loss.
If the acquisition of Exchange Technology Pty Ltd had been completed on the first day of the financial year, the revenues would have
been £0.180 million and the loss attributable to equity holders of the parent would have been £0.04 million of operating profit.
The fair value of net assets acquired is based on the best estimate available at which this financial information has been prepared.
Fair Value
£'000
Net assets acquired
Property, plant and equipment 33
Trade and other receivables 124
Cash and cash equivalents 94
Current liabilities (79)
Net liabilities acquired 172
Goodwill 1,054
Total cost of acquisition 1,226
Satisfied by:
Cash 920
Shares 244
Acquisition costs 62
Total 1,226
The directors consider that the goodwill comprises synergies and other benefits to the business which are expected to arise from the
acquisition. These assets are not separately identifiable.
10 Called up share As at As at As at
capital 30 September 2008 30 September 2007 31 March 2008
(Unaudited) (Unaudited) (audited)
£'000 £'000 £'000
Authorised
750,000,000 ordinary 7,500 7,500 7,500
shares of £0.01 each
Allotted, called up
and fully paid
381,010,172 (2007: 3,810 3,702 3,705
370,220,013)
ordinary shares of
£0.01 each
During the interim period 10,540,159 ordinary shares of 1p were issued as part of the consideration for acquisition of Exchange
Technology Pty Ltd and Exchange Systems Technology Ltd and the exercise of the share options.
11. Financial information
The financial information set out in this half yearly 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 2008 and 2007 is neither audited nor reviewed.Information relating to the year ended 31 March 2008 is derived from the statutory accounts for that period, which have been reported on by
the Company's auditors and 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.
12. Interim dividend
The directors do not intend to declare a half yearly dividend.
13. Availability of Interim Report
Copies of these interim results will be sent to shareholders shortly and will also be available at the Company's registered office at
1-3 Norton Folgate, London E1 6DB and from the Company's website at www.ffastfill.com where this announcement is also reproduced.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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