22nd Nov 2010 14:16
22 November 2010
Earthport plc (the 'Company' or the 'Group')
Preliminary Results for the year ended 30 June 2010
Earthport plc, the global payments utility company, announces its audited preliminary results for the year ended 30 June 2010.
Financial Highlights
·; Total revenue £1.9m (2009: £1.6m) (+ 24%)
·; Gross profit £1.5m (2009: £1.2m) (+25%)
·; Operating loss £4.7m (2009: £6.7m) (-30%)
Operational Highlights
·; Successfully raised approximately £5 million in early 2010
·; First corporate client gone live with the IBM General Expense Reporting System
·; Delivery of improved functionality and product enhancement
·; Transaction volumes increased 18% and gained traction in targeted market segments
·; Board strengthened with executives and entrepreneurs with a successful track record
Commenting on the results, Hank Uberoi, Executive Director, said:
"The last 12 months has been transformational for Earthport with a full review of operations at every level within the Company. As a result, Earthport is now well positioned in a growing market with a collection of competitive products.
"Having raised £7.5m in October, the Company now has the resources needed to achieve significant growth over the coming years.
"In addition, we announced last week a number of senior appointments at Board level with significant industry knowledge, contacts and experience. This newly formed Board looks to the future with confidence."
For further information, please contact:
Earthport PLC Hank Uberoi / Zafar Karim
| 020 7220 9700 |
Financial Dynamics Jonathon Brill / Alex Beagley
| 020 7831 3113 |
Panmure Gordon Katherine Roe / Stuart Gledhill
| 020 7459 3600 |
BOARD STATEMENT
INTRODUCTION
The year to 30 June 2010 was one of significant change within the Company. The Board undertook a thorough review of all operations and subsequently realigned Earthport to focus on its key development and growth opportunities. The Board has been significantly restructured and it is confident of Earthport's future prospects.
The first half of the year was characterised by a lack of focus on the business and underperformance. A misguided strategic review was conducted and there was non-receipt of payment in relation to significant contracts.
On 2 December 2009, Zafar Karim was appointed as an Executive Director to the Board. On 20 January 2010, James Bergman, the Chief Executive Officer resigned from the Company. Following his departure, Earthport raised £875,000 and shortly thereafter, in February 2010, a further £4.1m was raised. At the same time the Board and management team was strengthened with the appointment of Hank Uberoi as an Executive director.
The Board then undertook a full review of Earthport's management, existing business, operations, technology, products and market opportunities leading to a strengthening of Company processes and relations with customers and suppliers. A new strategy was formulated and, following Peter Chappell's retirement as an Executive Director, Vinode Ramgopal was appointed as a Non-Executive director in April 2010.
As a result of the various changes, combined with the restoration of customer confidence in Earthport, existing customers began to increase transaction volumes and new customers signed contracts with the Company. Several clients were signed in the Middle East and the first corporate client went live with the IBM General Expense Reporting Solution.
Following the year end, new products were launched in August/September 2010 including Earthport Direct. This product is a key milestone as it allows SME customers to contract and go live in a very short time frame utilising our web based interface.
Having stabilised the Company and demonstrated traction in targeted market segments, the focus shifted to planning the next phase of growth. As part of this, the Company consulted several advisers, all with significant experience in payments. On the basis of these discussions and demonstrated business wins, the management clarified the business opportunity and execution strategy at a detailed level. The Company raised a further £7.5m of growth capital by way of an over-subscribed equity placing in October 2010. The funding was raised from institutional and other investors including both existing and new shareholders. As a result, the Company is now fully funded to achieve its significant potential.
Following the successful funding round, Mike Harrison has retired as Non-Executive Chairman. Lance Brown has also stepped down as Vice Chairman and non-Executive Director. Philip Hickman has joined the Board as Non-Executive Chairman and Terence Williams has also joined as a Non-Executive Director. In addition, the Company continues to strengthen the management team.
Whilst this has been a year of significant change, the Company is now well positioned with a Board that consists of executives and entrepreneurs with a successful track record and the resources necessary to achieve significant growth over the coming years.
OPERATIONAL AND FINANCIAL REVIEW
Transaction volumes for year ended 30 June 2010 were up 18% compared with the prior year. Transaction volumes rose from July to September 2009 although these then started to fall hitting their nadir in February 2010. Following completion of the February 2010 fund raising and strengthening of management, transaction volumes started to recover in March 2010 and reached a peak in June 2010, when transaction volumes were up 80% on February 2010. June 2010 included transaction volume associated with the FIFA World Cup. Post year end, transaction volumes for July, August, September and October 2010, whilst lower than June 2010, were up 29% per month on average compared with the same months in 2009.
Total revenue for the year ended 30 June 2010 was up 24% to £1.9m (2009: £1.6m). Transactional revenue was up 14% reflecting primarily an increase in the transaction volumes. Other revenues (including foreign exchange and integration) were up 54%. Gross profit was up 25% to £1.5m (2009: £1.2m). Gross margin increased slightly to 75% from 74%.
Administrative expenses increased to £5.7m (2009: £5.5m). Whilst some administrative costs fell, and costs per employee remained broadly stable, legal and professional costs rose to £926,000 from £585,000. This increase was due to the significant increase in legal costs associated with restructuring the Company. The share based payment charge fell significantly as a result of £1.9m being written back due to the cancellation of options of directors and employees leaving the Company. The net share-based payment charge was £426,000 compared with £2.2m for the prior year. The share-based payment charge is a non-cash item.
Operating loss decreased 30% to £4.7m (2009: £6.7m).
Finance costs increased to £409,000 from £325,000. This was primarily due to additional interest on short term debt (repaid after the February 2010 funding round) and remaining charge associated with warrants issued in the year ended 30 June 2009.
Loss for the year fell to £5.1m from £7.3m for the prior year.
The Company's total debt decreased 17% to £586,000 (2009: £704,000). This was due to the full repayment of secured debt. As at the year end and today's date there are now no remaining charges or liens on the Company's assets.
Cash as at year end was £559,000. With the recent successful fund raising of £7.5m, the cash and equivalents position of the Company as at the date of these accounts was £7.2m.
BUSINESS/BANKING OPERATIONS
The past 12 months have seen the deployment of improved functionality and product enhancement across the epClearing platform. Many of these enhancements have been under gestation for some time. Delivery has streamlined core processes such as FX and Treasury Management, Payment Validation, Auto-Batching cycles, Management Information Systems and Exception Handling. As a result operational efficiency and capacity has improved.
The growth of the Company's Banking coverage has rallied well in the face of significant market challenges, notably the ever-changing regulatory requirements governing the processing of 3rd Party Payments across multiple geographies. Key successes were attained with the addition of new delivery channels in key markets, and the streamlining of several under-developed channels across the Asia-Pacific region.
Excellent progress was made in establishing a local payment offering in both Japan and parts of Africa. Both of these are expected to be live in early 2011. Ongoing efforts include the securing of new delivery channels in various South Asian corridors, in the LACA territories, and across Africa. Several initiatives in support of these objectives are now underway.
IT DEVELOPMENT
The year to 30 June 2010 has seen many of our new customers go live on the new WSDL interface. The feedback on the interface has been positive, both in terms of its ease of use and the features offered. Services provided have been further added to throughout the year. Security and privacy of our customer's data has been further enhanced by the encryption of critical customer data. Our system availability continues to exceed our 99.9% targets.
OUTLOOK
The significant changes in the Company over the past 12 months have strengthened the Company's position in terms of products, competitiveness, resources and this is beginning to show demonstrable results.
The next period will be one of investment, execution and growth. The Company plans to expand its sales resources significantly in several geographies in order to capture the opportunities clearly available.
While the prospects for Earthport are very promising, future success will not be immediate. The Company has developed a significant pipeline of opportunities which are being turned into contracts and will be implemented into revenue producing transactions. In some market segments the implementation and ramp up period is long but the size and recurring nature of the revenue is large.
We presently expect revenue from the current pipeline to start ramping up in early 2011 - slowly at first and then accelerating as the number of implementations increases and the live clients start increasing volumes. While we do not expect the Company to generate a profit in the full financial year ending June 2011, we do expect to end this period with a strong run-rate of revenues and to be well positioned for profitability in the periods ahead.
THE BOARD
22 November 2010
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2010
Notes | 2010 £'000 | 2009 £'000 | |
Continuing operations: | |||
Revenue | 4 | 1,947 | 1,568 |
Cost of sales | (488) | (402) | |
|
| ||
Gross profit | 1,459 | 1,166 | |
Administrative expenses | 8 | (5,728) | (5,534) |
Share-based payment - charge | (2,371) | (2,162) | |
Share-based payment - credit arising from leavers in the year | 1,945 | - | |
Exceptional items | 9 | 25 | - |
Impairment of available-for-sale-investment | - | (160) | |
|
|
| |
Operating loss | (4,670) | (6,690) | |
Finance costs | 6 | (409) | (325) |
|
| ||
Loss before taxation | 7 | (5,079) | (7,015) |
Taxation | 10 | - | (280) |
|
| ||
Loss attributable to owners of the parent | (5,079) | (7,295) | |
|
| ||
Loss per share - basic and fully diluted | 11 | (5.26p) | (8.92p) |
|
| ||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June 2010 | |||
| Notes | 2010 | 2009 |
| £'000 | £'000 | |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 12 | 117 | 90 |
|
| ||
Current assets | |||
Trade and other receivables | 14 | 1,254 | 1,117 |
Cash and cash equivalents | 15 | 559 | 885 |
|
| ||
1,813 | 2,002 | ||
|
| ||
| |||
Total assets | 1,930 | 2,092 | |
|
| ||
Current liabilities | |||
Trade and other payables | 16 | (741) | (1,250) |
Borrowings | 17 | (586) | (407) |
|
| ||
(1,327) | (1,657) | ||
|
| ||
Non-current liabilities | |||
Borrowings | 17 | - | (297) |
|
| ||
Total liabilities | (1,327) | (1,954) | |
|
| ||
NET ASSETS | 603 | 138 | |
|
| ||
Equity Capital and reserves | |||
Ordinary shares | 18 | 36,457 | 31,810 |
Share premium | 19 | 45,375 | 46,774 |
Own shares reserve | 20 | (101) | (101) |
Merger reserve | 9,200 | 9,200 | |
Share-based payment reserve | 3,853 | 3,440 | |
Warrant reserve | 1,688 | 233 | |
Retained earnings | (95,869) | (91,218) | |
|
| ||
EQUITY ATTRIBUTABLE TO OWNERS | 603 | 138 | |
OF THE PARENT |
|
| |
The financial statements were approved and authorised for issue by the Board on 22 November 2010
and were signed on its behalf by:
Hank Uberoi - Director
Zafar Karim - Director
COMPANY STATEMENT OF FINANCIAL POSITION
at 30 June 2010 |
| ||
Notes | 2010 | 2009 | |
| £'000 | £'000 | |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 12 | 117 | 90 |
Investments | 13 | 1 | 1 |
|
| ||
118 | 91 | ||
|
| ||
Current assets | |||
Trade and other receivables | 14 | 1,357 | 1,324 |
Cash and cash equivalents | 15 | 559 | 832 |
|
| ||
1,916 | 2,156 | ||
|
| ||
| |||
Total assets | 2,034 | 2,247 | |
|
| ||
Liabilities | |||
Current liabilities | |||
Trade and other payables | 16 | (1,492) | (1,670) |
Borrowings | 17 | (586) | (407) |
|
| ||
(2,078) | (2,077) | ||
|
| ||
Non-current liabilities | |||
Borrowings | 17 | - | (297) |
|
| ||
Total liabilities | (2,078) | (2,374) | |
|
| ||
NET LIABILITIES | (44) | (127) | |
|
| ||
Equity | |||
Capital and reserves | |||
Ordinary shares | 18 | 36,457 | 31,810 |
Share premium | 19 | 45,375 | 46,774 |
Merger reserve | 9,200 | 9,200 | |
Share-based payment reserve | 3,853 | 3,440 | |
Warrant reserve | 1,688 | 233 | |
Retained earnings | (96,617) | (91,584) | |
|
| ||
EQUITY ATTRIBUTABLE TO OWNERS | (44) | (127) | |
OF THE PARENT |
|
| |
|
The financial statements were approved and authorised for issue by the Board on 22 November 2010
and were signed on its behalf by:
Hank Uberoi - Director
Zafar Karim - Director
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2010 |
|
| |
Notes | 2010 | 2009 | |
£'000 | £'000 | ||
NET CASH USED IN OPERATING ACTIVITIES | 25 | (5,024) | (5,116) |
|
| ||
INVESTING ACTIVITIES | |||
Purchase of property, plant and equipment | (95) | (40) | |
FINANCING ACTIVITIES | |||
Issue of ordinary share capital (net of costs paid) | 4,911 | 2,783 | |
Issue of loan notes | 500 | - | |
Repayment of term loans | (618) | (397) | |
|
| ||
Net cash IN FLOWS from financing ACTIVITIES | 4,793 | 2,386 | |
|
| ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (326) | (2,770) | |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
885 |
3,655 | |
|
| ||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 559 | 885 | |
|
| ||
COMPANY STATEMENT OF CASH FLOWS
for the year ended 30 June 2010 |
| ||
Notes | 2010 | 2009 | |
£'000 | £'000 | ||
NET CASH USED IN OPERATING ACTIVITIES | 25 | (4,971) | (5,168) |
|
| ||
INVESTING ACTIVITIES | |||
Purchase of property, plant and equipment | (95) | (40) | |
FINANCING ACTIVITIES | |||
Issue of ordinary share capital (net of costs paid) | 4,911 | 2,783 | |
Issue of loan notes | 500 | - | |
Repayment of term loans | (618) | (397) | |
|
| ||
Net cash IN FLOWS from financing ACTIVITIES | 4,793 | 2,386 | |
|
| ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (273) | (2,822) | |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
832 |
3,654 | |
|
| ||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 559 | 832 | |
|
| ||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2010
Attributable to owners of the parent | ||||||||||||||
Ordinary shares
| Share premium | Own share reserve | Merger reserve | Share-based payment reserve | Warrant reserve | Retained earnings |
Total | |||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||
Balance at 1 July 2008 | 30,968 | 44,732 | - | 9,200 | 1,354 | 816 | (84,755) | 2,315 | ||||||
Loss for the year, being total | ||||||||||||||
comprehensive income for the year | - | - | - | - | - | - | (7,295) | (7,295) | ||||||
Transactions with owners | ||||||||||||||
Share-based payments | ||||||||||||||
- employee share options | - | - | - | - | 2,162 | - | - | 2,162 | ||||||
- warrants | - | - | - | - | - | 173 | - | 173 | ||||||
Issue of ordinary shares | 842 | 2,042 | - | - | - | - | - | 2,884 | ||||||
Exercise of share options | - | - | - | - | (76) | - | 76 | - | ||||||
Exercise of warrants | - | - | - | - | - | (756) | 756 | - | ||||||
Own shares | - | - | (101) | - | - | - | - | (101) | ||||||
Total transactions with owners | 842 | 2,042 | (101) | - | 2,086 | (583) | 832 | 5,118 | ||||||
Balance at 30 June 2009 | 31,810 | 46,774 | (101) | 9,200 | 3,440 | 233 | (91,218) | 138 | ||||||
Loss for the year, being total | ||||||||
comprehensive income for the year | - | - | - | - | - | - | (5,079) | (5,079) |
Transactions with owners | ||||||||
Share-based payments | ||||||||
- employee share options | - | - | - | - | 426 | - | - | 426 |
- warrants | - | - | - | - | - | 1,870 | - | 1,870 |
Issue of ordinary shares | 4,647 | 707 | - | - | - | - | - | 5,354 |
Exercise of share options | - | - | - | - | (13) | - | 13 | - |
Cost of share issues | - | (2,106) | - | - | - | - | - | (2,106) |
Exercise of warrants | - | - | - | - | - | (415) | 415 | - |
Total transactions with owners | 4,647 | (1,399) | - | - | 413 | 1,455 | 428 | 5,544 |
Balance at 30 June 2010 | 36,457 | 45,375 | (101) | 9,200 | 3,853 | 1,688 | (95,869) | 603 |
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2010
Attributable to owners of the parent | ||||||||||
Ordinary shares
| Share premium | Merger reserve | Share-based payment reserve | Warrant reserve | Retained earnings |
Total | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||
Balance at 1 July 2008 | 30,968 | 44,732 | 9,200 | 1,354 | 816 | (85,272) | 1,798 | |||
Loss for the year, being total | ||||||||||
comprehensive income for the year | - | - | - | - | - | (7,144) | (7,144) | |||
Transactions with owners | ||||||||||
Share-based payments | ||||||||||
- employee share options | - | - | - | 2,162 | - | - | 2,162 | |||
- warrants | - | - | - | - | 173 | - | 173 | |||
Issue of ordinary shares | 842 | 2,042 | - | - | - | - | 2,884 | |||
Exercise of share options | - | - | - | (76) | - | 76 | - | |||
Exercise of warrants | - | - | - | - | (756) | 756 | - | |||
Total transactions with owners | 842 | 2,042 | - | 2,086 | (583) | 832 | 5,219 | |||
Balance at 30 June 2009 | 31,810 | 46,774 | 9,200 | 3,440 | 233 | (91,584) | (127) | |||
Loss for the year, being total | ||||||||
comprehensive income for the year | - | - | - | - | - | (5,461) | (5,461) | |
Transactions with owners | ||||||||
Share-based payments | ||||||||
- employee share options | - | - | - | 426 | - | - | 426 | |
- warrants | - | - | - | - | 1,870 | - | 1,870 | |
Issue of ordinary shares | 4,647 | 707 | - | - | - | - | 5,354 | |
Exercise of share options | - | - | - | (13) | - | 13 | - | |
Cost of share issues | - | (2,106) | - | - | - | - | (2,106) | |
Exercise of warrants | - | - | - | - | (415) | 415 | - | |
Total transactions with owners | 4,647 | (1,399) | - | 413 | 1,455 | 428 | 5,544 | |
Balance at 30 June 2010 | 36,457 | 45,375 | 9,200 | 3,853 | 1,688 | (96,617) | (44) |
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2010
1. GENERAL INFORMATION
Earthport plc is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its principal place of business and registered office is 21 New Street, London EC2M 4TP.
2. GOING CONCERN
The financial statements have been prepared on the assumption that the Group is a going concern.
Since the balance sheet date, the Company has raised £7.5m in additional finance through the issue of equity.
When assessing the foreseeable future the directors have looked at a period of twelve months from the date of approval of the financial statements. The directors believe that the Group has demonstrated progress in achieving its objective of positioning the Group as an infrastructure supplier to the global payments industry, and having raised £7.5m in equity financing consider that it is appropriate to prepare the Group's financial statements on a going concern basis, which assumes that the Company is to continue in operational existence for the foreseeable future.
3. ACCOUNTING POLICIES
Basis of preparation
The financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS'') as adopted by the European Union.
The financial statements have been prepared under the historical cost convention and the principal accounting policies are set out below.
New and amended standards adopted by the group
The following standards have been adopted during the year:
IAS 1 (Revised) "Presentation of Financial Statements"
IFRS 7 "Financial Instruments: Disclosures" amendments
IFRS 8 "Operating Segments"
Although the adoption of these standards has had no impact on the financial position and performance of the group, additional disclosures have been provided to comply with the revised standards. Changes have also been made with regards to the presentation of the primary financial statements.
On adoption of IAS 1 (Revised) the directors elected to present items of income and expenses in two separate statements. The Consolidated Statement of Recognised Income and Expenses has been re-presented as a Consolidated Statement of Comprehensive Income. 'Cash Flow Statement' has been re-named 'Statement of Cash Flows'.
The IFRS7 amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurement by level within a fair value measurement hierarchy.
The adoption of IFRS 8 does not give rise to any change in segment disclosures.
3. ACCOUNTING POLICIES (Continued)
At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the group operations that have been applied in these financial statements were in issue but not yet effective or endorsed (unless otherwise stated).
IFRS1 (amended)/IAS27 amended - Cost of an investment in a Subsidiary; Jointly Controlled Entity or Associate
IFRS2 (amended) Share-based Payments - Amendment; cash-settled share-based payment transactions
IFRS3 (revised 2008) Business Combinations - Comprehensive revision on applying the acquisition method
IFRS9 Financial Instruments
IAS24 (revised 2009) Related Party Disclosures
IAS27 (revised 2008) Consolidated and Separate Financial Statements - Consequential amendments arising from amendments from IFRS3
IAS28 (revised 2008) Investment in Associates - Consequential amendments arising from amendments to IFRS3
IAS31 Interests in Joint Ventures - Consequential amendments arising from amendments to IFRS3
IAS32 (amended) Classification of Rights Issues
IAS39 Financial Instruments: Recognition and Measurement - Amendments relating to eligible hedged items
IFRIC14 (amended) Prepayments of a Minimum Funding Requirement
IFRIC17 Distribution of Non-cash Assets to Owners
IFRIC18 Transfer of Assets from customers
IFRIC19 Extinguishing Financial Liabilities with Equity Instruments
Annual Improvement Project - May 2008
Annual Improvement Project - May 2009
The directors anticipate that the adoption of these standards and interpretations as appropriate in future periods will have no material impact on the financial statements of the group when the relevant standards come into effect for periods commencing on 1 July 2010.
Basis of consolidation
The Group financial statements consolidate the financial statements of Earthport plc and all of its subsidiaries for the year ended 30 June 2010. The results of subsidiaries acquired or sold are included in the Group financial statements from the date control passes, until control ceases. Profits and balances arising on trading between Group companies are excluded from the financial statements. All companies in the Group make up their financial statements to the same date.
Revenue recognition
Revenue on the sale of software licences and from the service agreements is recognised upon delivery to the customer providing that there is evidence of a contract, the fee is fixed or determinable, no significant customer obligations remain and collection of the resulting receivable is probable. In circumstances where a significant vendor obligation exists (such as the installation and acceptance of the software), revenue recognition is delayed until the obligation has been satisfied. Revenue from client transaction volume is billed monthly in arrears. Revenue from software implementation, consultancy and training is recognised as the services are performed.
Foreign currency translation
The functional and presentational currency of the parent Company and its subsidiaries is the UK Pound Sterling. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date and exchange differences taken to the income statement.
3. ACCOUNTING POLICIES (Continued)
Share-based payments and warrantsThe Company offers executive and employee share schemes. For all grants of share options, the fair value as at the date of grant is calculated using an option pricing model and the corresponding expense is recognised over the vesting period. The expense is recognised as a staff cost and the associated credit is made against equity and included in the share-based payment reserve. The fair value of warrants granted in respect of equity fund raising activities are offset against the share premium account.
Current and deferred income tax
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.
Deferred tax expected to be payable or recoverable on differences at the balance sheet date between the tax bases and liabilities and their carrying amounts for financial reporting purposes is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible differences can be utilised.
Deferred tax is calculated at the rates of taxation which are expected to apply when the deferred tax asset or liability is realised or settled, based on the rates of taxation enacted or substantially enacted at the balance sheet date. Deferred tax is measured on an undiscounted basis.
Impairment of non-financial assets
The carrying amounts of the Group's property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the asset's recoverable amount is estimated and compared to its carrying value. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where the carrying value exceeds the recoverable amount, a provision for the impairment loss is established with a charge being made to the income statement.
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less depreciation and provision for impairment. Depreciation is provided at rates calculated to write down assets to their estimated residual values over their expected useful life, as follows:
Leasehold improvements: short lease - straight line per annum over lease term
Fixture, fittings and equipment - 20% - 33% straight line per annum
Computer equipment - 33% straight line per annum
The carrying values of property, plant and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is taken direct to the income statement.
Leasing
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable under operating leases are charged against income on a straight-line basis over the lease term.
3. ACCOUNTING POLICIES (Continued)
Pensions
The Group offers a stakeholder pension scheme to all employees and the contributions are charged to the income statement as they are incurred.
Financial risk management and financial instruments
Financial assets and liabilities are recognised in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.
The Group's principal financial instruments comprise secured and unsecured short-term creditors, cash, short-term deposits and loans. The main purpose of these financial instruments is to finance the Group's operations, including any acquisitions where relevant. The Group has various other financial instruments, such as trade receivables and trade payables that arise directly from its operations.
It is the Group's policy that no trading in financial instruments shall be undertaken. The Group borrows at both fixed and floating rates of interest. The Group's policy in relation to the finance is to ensure that sufficient liquid funds are maintained for operations.
Trade receivables are initially measured at fair value and subsequently at amortised cost using the effective interest rate method, if material. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is evidence that the asset is impaired.
Cash and cash equivalents: comprise cash in hand, demand deposits and other short-term highly liquid investments that are readily converted into a known amount of cash and are subject to insignificant changes in value.
Trade payables are initially measured at fair value and subsequently at amortised cost using the effective interest rate method, if material.
Compound financial instruments: The fair value of the liability portion of a convertible loan is determined using a market interest rate for an equivalent non-convertible loan. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders' equity.
Borrowings: Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as pre-payment for liquidity services and amortised over the period of the facility to which it relates.
Equity instruments issued by the Company are recognised at the proceeds received net of direct issue costs.
3. ACCOUNTING POLICIES (Continued)
Employee benefit trust
Shares to be awarded, and those that have been awarded, but have yet to vest unconditionally are held at cost by an employee benefit trust and shown as a deduction from equity in the Group and Company balance sheet.
Exceptional items
Exceptional items are non-recurring items which are disclosed separately because of their size or nature.
4. REVENUE
Revenue, loss and net assets/liabilities are all attributable to one business segment operating from the United Kingdom. The segmental analysis by location of customers is as follows:
2010 | 2009 | ||
£'000 | £'000 | ||
United Kingdom | 1,296 | 1,224 | |
Europe | 311 | 56 | |
North America | 231 | 288 | |
Rest of the world | 109 | - | |
|
| ||
1,947 | 1,568 | ||
|
| ||
There are three customers who individually contribute 10%, 13% and 20% respectively towards the total revenue (2009: two 10% and 27%).
5. | EMPLOYEES | 2010 | 2009 | |
No. | No. | |||
The average monthly number of persons (including executive directors) | ||||
employed by the Group during the year was: | ||||
Directors | 3 | 4 | ||
Administration and technical | 38 | 33 | ||
|
| |||
41 | 37 | |||
|
| |||
2010 | 2009 | |||
Staff costs for the above persons: | £'000 | £'000 | ||
Wages, salaries, commission and other | 2,623 | 2,422 | ||
Social security costs | 287 | 273 | ||
Share-based payment | 426 | 2,162 | ||
Other pension costs | 109 | 31 | ||
|
| |||
3,445 | 4,888 | |||
|
| |||
Of the staff costs shown above, £30,000 (2009: £60,000) is included in cost of sales and the remainder in administrative expenses.
5. | EMPLOYEES (Continued) |
DIRECTORS' EMOLUMENTS | ||||||
Basic salary | Termination | 2010 | 2009 | |||
and fees | Benefit | Pension | Total | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | ||
Non executive chairman: | ||||||
M Harrison (retired 18 November 2010) | 68 | - | 1 | 69 | 256 | |
Non executive vice chairman: | ||||||
L Browne (resigned 18 November 2010) | 36 | - | - | 36 | 29 | |
Executive directors: | ||||||
J Bergman (resigned 20 January 2010) | 125 | - | 6 | 131 | 256 | |
P Chappell (retired 31 May 2010) | 105 | 30 | 5 | 140 | 125 | |
Z Karim (appointed 2 December 2009) | 42 | - | 2 | 44 | - | |
H Uberoi (appointed 18 February 2010) * | - | - | - | - | - | |
Non-executive directors: | ||||||
J Hill (resigned 26 September 2008) | - | - | - | - | 3 | |
Lady Olga Maitland | 36 | - | - | 36 | 27 | |
V Ramgopal (appointed 30 April 2010) | 6 | - | - | 6 | - | |
|
|
|
|
| ||
418 | 30 | 14 | 462 | 696 | ||
|
|
|
|
|
* Hank Uberoi receives a fixed £5,000 per month towards his expenses, including international travel and accommodation that he incurs in relation to Earthport. He received no other emoluments or reimbursements.
As part of his retirement, 2,026,316 options held by Peter Chappell lapsed and he received the termination benefit above and was granted 1,250,000 options.
Defined contribution pension benefits are being accrued for three directors (2009: three).
Social security costs in respect of the directors were £34,000 (2009: £68,000).
The share-based payment charge in respect of the directors was £133,000 (2009: £1,353,000).
For the purposes of this note, the directors are considered to be the key management of the Group.
6. | FINANCE COSTS | 2010 £'000 | 2009 £'000 |
Interest payable on secured loans and loan notes | 201 | 152 | |
Other finance costs | 208 | 173 | |
|
| ||
409 | 325 | ||
|
| ||
7. | LOSS BEFORE TAXATION | 2010 £'000 | 2009 £'000 |
Loss before taxation is stated after charging: | |||
Depreciation of property, plant and equipment | 68 | 89 | |
| Development costs (included in administrative expenses in the income | 700 | 771 |
statement) | |||
Operating leases: | |||
- Property | 131 | 134 | |
Fees payable to the Company's auditor | |||
- For the audit of the Company's annual financial statements | 38 | 39 | |
Fees payable to associates of the Company's auditors | |||
- For tax compliance and advisory services - non-audit work | 7 | 7 | |
|
| ||
8. | ADMINISTRATIVE EXPENSES | 2010 | 2009 |
£'000 | £'000 | ||
Staff costs | 2,989 | 2,666 | |
IT maintenance and support costs | 893 | 1,013 | |
Facilities, travel and other costs | 917 | 1,046 | |
Legal and professional costs | 926 | 585 | |
Depreciation | 68 | 89 | |
Bad debts (credit)/expense | (65) | 135 | |
|
| ||
5,728 | 5,534 | ||
|
| ||
Cost of sales includes bank transaction charges and sales commission.
9. | EXCEPTIONAL ITEMS | 2010 | 2009 |
£'000 | £'000 | ||
Redundancies | (301) | - | |
Provision against amounts owed to employee benefit trust | (202) | - | |
Write back of expired liabilities | 721 | - | |
Exceptional transaction costs | (193) | - | |
|
| ||
25 | - | ||
|
| ||
10. | TAXATION | 2010 | 2009 | |
£'000 | £'000 | |||
Deferred tax charge | - | 280 | ||
|
| |||
| Factors affecting the tax charge for the year: | |||
Loss before taxation | (5,079) | (7,015) | ||
Loss before tax multiplied by standard rate of corporation tax in the |
|
| ||
UK of 28% (2009: 28%) | (1,422) | (1,964) | ||
Deferred tax charge | - | (280) | ||
|
| |||
(1,422) | (2,244) | |||
Expenses not deductible for tax purposes | 51 | 80 | ||
Timing differences not recognised for deferred tax purposes | 51 | 82 | ||
Share-based payment costs not recognised for deferred tax purposes | 119 | 653 | ||
Losses not recognised for deferred tax purposes | 1,201 | 1,429 | ||
De-recognition of tax losses brought forward | - | (280) | ||
|
| |||
Tax charge for the year | - | (280) | ||
|
| |||
Tax trading losses carried forward of £59m (2009: £53m) have not been recognised due to uncertainty over the timing of their reversal.
The movement on the deferred tax asset is as follows:
2010 | 2009 | |||
£'000 | £'000 | |||
At start of the year | - | 280 | ||
Income statement - de-recognition of tax losses | - | (280) | ||
|
| |||
At end of the year | - | - | ||
|
| |||
11. | LOSS PER SHARE |
The loss per share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.
2010 | 2009 | |
£'000 | £'000 | |
| ||
Loss attributable to equity shareholders of the company | (5,079) | (7,295) |
|
| |
|
| |
2010 | 2009 | |
Number | Number | |
Weighted average number of ordinary shares in issue (thousands) | 96,802 | 81,950 |
Less: own shares held | (180) | (180) |
|
| |
96,622 | 81,770 | |
|
| |
2010 | 2009 | |
Basic and fully diluted loss per share (pence) | (5.26p) | (8.92p) |
|
| |
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purposes of calculating the diluted loss per share are identical to those used for basic loss per ordinary share. This is because the exercise of share options and other benefits would have the effect of reducing loss per share and is therefore not dilutive under the terms of IAS33.
12. | PROPERTY, PLANT AND EQUIPMENT Group and Company |
| |||||
Computer | Fixtures | Short | |||||
equipment | fittings and | leasehold | |||||
and software | equipment | improvement | Total | ||||
£'000 | £'000 | £'000 | £'000 | ||||
Cost | |||||||
At 1 July 2008 | 6,383 | 395 | 206 | 6,984 | |||
Additions | 36 | 4 | - | 40 | |||
|
|
|
| ||||
At 1 July 2009 | 6,419 | 399 | 206 | 7,024 | |||
Additions Disposals | 78 (6,257) | 5 (391) | 12 (148) | 95 (6,796) | |||
|
|
|
| ||||
At 30 June 2010 | 240 | 13 | 70 | 323 | |||
|
|
|
| ||||
Depreciation | |||||||
At 1 July 2008 | 6,293 | 386 | 166 | 6,845 | |||
Charge for the year | 62 | 1 | 26 | 89 | |||
|
|
|
| ||||
At 1 July 2009 | 6,355 | 387 | 192 | 6,934 | |||
Charge for the year Disposals | 46 (6,258) | 7 (391) | 15 (147) | 68 (6,796) | |||
|
|
|
| ||||
At 30 June 2010 | 143 | 3 | 60 | 206 | |||
|
|
|
| ||||
Net book value | |||||||
At 30 June 2010 | 97 | 10 | 10 | 117 | |||
|
|
|
| ||||
At 30 June 2009 | 64 | 12 | 14 | 90 | |||
|
|
|
| ||||
At 30 June 2008 | 90 | 9 | 40 | 139 | |||
|
|
|
| ||||
Depreciation for all years is included in administrative expenses in the income statement.
13. | INVESTMENTS |
Company |
£'000 | |||
Investment in subsidiaries: | ||||
Cost at 30 June 2008, 30 June 2009 and 30 June 2010 | 11,073 | |||
Provision for impairment at 30 June 2008, 30 June 2009 and 30 June 2010 |
(11,072) | |||
| ||||
Net book value at 30 June 2008, 30 June 2009 | 1 | |||
and 30 June 2010 |
| |||
The Company's subsidiaries are: | Country of incorporation | Nature of business | Holding | |
EnsurePay Limited | England and Wales | Dormant | 100% | |
Earthport Enterprises Limited | England and Wales | Dormant | 100% | |
Earthport Newco Limited | England and Wales | Dormant | 100% | |
Travelpay Limited | England and Wales | Dormant | 100% | |
Mobilepay Limited | England and Wales | Dormant | 100% | |
Earthport Midle East Limited | England and Wales | Dormant | 100% | |
Earthport Asiapac Limited | England and Wales | Dormant | 100% | |
Zabadoo.com Limited | England and Wales | Dormant | 100% | |
Epal Limited | England and Wales | Dormant | 100% | |
Earthport USA Limited | England and Wales | Dormant | 100% | |
Earthport North America Inc. | United States | Dormant | 100% |
14. | TRADE AND OTHER RECEIVABLES | ||||
Group | Company | ||||
2010 | 2009 | 2010 | 2009 | ||
£'000 | £'000 | £'000 | £'000 | ||
Trade receivables | 197 | 159 | 197 | 159 | |
Other receivables | 867 | 864 | 968 | 1,018 | |
Amount due from subsidiary undertakings | - | - | 2 | 53 | |
Prepayments | 190 | 94 | 190 | 94 | |
|
|
|
| ||
1,254 | 1,117 | 1,357 | 1,324 | ||
|
|
|
| ||
14. | TRADE AND OTHER RECEIVABLES (continued) |
Trade receivables amounted to £197,000 (2009: £159,000), net of a provision of £Nil (2009: £Nil) for impairment. Movement on the group provisions for impairment were as follows:
2010 | 2009 | ||
£'000 | £'000 | ||
At 1 July | - | 65 | |
Provision for receivables impairment | 62 | 135 | |
Receivables written off during the year | (62) | (200) | |
|
| ||
At 30 June | - | - | |
|
| ||
The average credit period taken on sales of services is 37 days (2009: 40 days). No interest is charged on overdue balances. The directors consider that the carrying amount of trade receivables approximates their fair value.
Included in other receivables is £451,000 (2009: £471,000) in respect of unpaid share capital, the full amount of which is due to be recovered by 30 November 2011, and £253,000 (2009: £173,000) in respect of foreign exchange revenues.
15. | CASH AND CASH EQUIVALENTS | ||||
Group | Company | ||||
2010 | 2009 | 2010 | 2009 | ||
£'000 | £'000 | £'000 | £'000 | ||
Cash at bank and in hand | 559 | 885 | 559 | 832 | |
|
|
|
| ||
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.
16. | TRADE AND OTHER PAYABLES | ||||
Group | Company | ||||
2010 | 2009 | 2010 | 2009 | ||
£'000 | £'000 | £'000 | £'000 | ||
Trade payables | 391 | 704 | 391 | 524 | |
Other payables | 5 | 168 | 5 | 17 | |
Amount due to subsidiary undertakings | - | - | 751 | 751 | |
Other taxation and social security | 160 | 179 | 160 | 179 | |
Accruals and deferred income | 185 | 199 | 185 | 199 | |
|
|
|
| ||
741 | 1,250 | 1,492 | 1,670 | ||
|
|
|
| ||
Trade payables and accruals principally comprise amounts outstanding in respect of operating costs. The average credit period taken for trade purchases is 58 days (2009: 35 days). The directors consider that the carrying amounts for trade and other payables approximate their fair value.
17. | BORROWINGS | ||||
Current liabilities | 2010 £'000 | 2009 £'000 | |||
Secured loans | - | 176 | |||
Unsecured loans | 86 | 231 | |||
Loan notes | 500 | - | |||
|
| ||||
586 | 407 | ||||
|
|
Non current liabilities
Non-current liabilities | 2010 £'000 | 2009 £'000 | |||||
Secured loans | - | 297 | |||||
|
| ||||||
The secured loan facility provided by General Capital Venture Finance Limited was settled in full during the year and an all-monies mortgage debenture over the Company's assets was released at the same time.
The Michael Gerson Finance Plc unsecured loan facility is repayable over 5 years at a fixed interest rate of 15%. The loan note amounting to £500k has passed its maturity date and not been repaid. No demand for repayment has been received.
18. | SHARE CAPITAL | 2010 £'000 | 2009 £'000 |
Authorised | |||
169,412,642 ordinary shares of 10p each | 16,941 | 16,941 | |
307,449,810 deferred shares of 7.5p each | 23,059 | 23,059 | |
|
| ||
At 30 June | 40,000 | 40,000 | |
|
| ||
Issued | |||
At start of year: 87,511,340 (2009: 79,088,009) ordinary shares of 10p each | 8,751 | 7,909 | |
Shares issued in the year: 46,465,000 (2009: 8,423,331) ordinary shares of 10p each | 4,647 | 842 | |
|
| ||
At end of year: 133,976,340 (2009: 87,511,340) ordinary shares of 10p each | 13,398 | 8,751 | |
307,449,810 deferred shares of 7.5p each | 23,059 | 23,059 | |
|
| ||
At end of year | 36,457 | 31,810 | |
|
| ||
Deferred shares carry no rights to receive any dividend or other distribution. The holders of the deferred shares have no rights to receive notice, attend, speak or vote at any general meeting of the Company. On a return of capital on liquidation or otherwise, the holders of the deferred shares are entitled to receive the nominal amount paid up on the deferred shares after the repayment of £10,000,000 per ordinary share.
18. | SHARE CAPITAL (continued) |
During the year to 30 June 2010 a total of 46,465,000 ordinary shares of 10p each were allotted for cash consideration of £5,353,950.
2010 |
| No of | Average | |
| shares | premium | Total | |
| issued | in | Premium | |
| pence | £ | ||
| ||||
July 2009 |
| 1,455,000 | 13.82 | 201,081 |
January 2010 | 7,010,000 | 2.51 | 175,951 | |
February 2010 | 5,000,000 | - | - | |
March 2010 |
| 33,000,000 | 1.00 | 330,000 |
|
|
|
| |
|
| 46,465,000 | 707,032 | |
|
|
|
|
The following share issues were completed during the year:
2009 |
| No of | Average | |
| shares | premium | Total | |
| issued | in | premium | |
| pence | £ | ||
| ||||
July 2008 |
| 1,729,036 | 21.50 | 371,743 |
August 2008 | 21,163 | 25.00 | 5,291 | |
September 2008 | 183,280 | 25.00 | 45,820 | |
December 2008 |
| 494,687 | 25.00 | 123,672 |
January 2009 |
| 323,250 | 25.00 | 80,813 |
April 2009 |
| 500,000 | 25.00 | 125,000 |
May 2009 |
| 3,560,000 | 25.00 | 890,000 |
June 2009 |
| 1,611,915 | 24.78 | 399,433 |
|
|
| ||
| 8,423,331 | 2,041,772 | ||
|
|
|
Transaction costs amounting to £2,106,000 (£1,664,000 of warrant charge and £442,000 in fees) (2009: nil) in regard to issue of shares were deducted from equity and charged against the share premium account.
Included in other receivables (note 14) is £451,000 (2009: £471,000) in respect of unpaid share capital.
18. | SHARE CAPITAL (continued) |
Other than the employee share options set out in note 24, warrants have been granted under the terms of the Company's fund-raising activities with exercise prices and dates shown in the table below.
No. of Warrants |
| No. of Warrants | ||||
Last date when | Exercise | outstanding at | Granted | Lapsed | Exercised | outstanding at |
exercisable | price | 1 July 2009 | No. | No. | No. | 30 June 2010 |
31 December 2009 | 0.23 | 2,075,000 | - | (760,000) | (1,315,000) | - |
15 September 2011 | 0.58 | 250,000 | - | - | - | 250,000 |
31 December 2011 | 0.11 | - | 16,500,000 | - | - | 16,500,000 |
31 December 2014 | 0.11 | - | 20,085,880 | - | - | 20,085,880 |
|
|
|
|
|
| |
2,325,000 | 36,585,880 | (760,000) | (1,315,000) | 36,835,880 | ||
|
|
|
|
| ||
The fair value of warrants granted in the year was £511,000 (2009: £344,000).
The fully diluted share capital at 30 June 2010 may be analysed as follows:
No. of Ordinary 10p shares | ||
2010 | 2009 | |
Shares in issue at 30 June | 133,976,340 | 87,511,340 |
Employee share options (see note 24) | 13,563,777 | 22,762,593 |
Warrants | 36,835,880 | 2,325,000 |
|
| |
Fully diluted number of shares | 184,375,997 | 112,598,933 |
|
| |
19. | SHARE PREMIUM Group and Company | 2010 £'000 | 2009 £'000 |
At 1 July | 46,774 | 44,732 | |
Premium on shares issued | 707 | 2,042 | |
Expenses of share issues | (2,106) | - | |
|
| ||
At 30 June | 45,375 | 46,774 | |
|
| ||
The share premium is the excess of consideration received for shares issued above their nominal value.
20. | OWN SHARES RESERVE Group | 2010 £'000 | 2009 £'000 |
At 30 June | 101 | 101 | |
|
| ||
In the year ended 30 June 2009, the employee benefit trust acquired 180,000 ordinary shares in the Company for cash consideration of £101,000.
21. | COMMITMENTS UNDER OPERATING LEASES | ||
2010 | 2009 | ||
£'000 | £'000 | ||
Minimum lease payments under operating leases recognised as an | 90 | 90 | |
expense in the year |
|
| |
At 30 June 2010 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2010 £'000 | 2009 £'000 | ||
Within one year | 90 | 90 | |
In the second to third year | 135 | 180 | |
In the third to fifth year | - | 23 | |
|
| ||
225 | 293 | ||
|
| ||
22. PENSION COMMITMENTS
The Group offers a stakeholder pension scheme to all employees and all the contributions are charged to the income statement as they are incurred and amounted to £109,000 (2009: £103,000).
23. RELATED PARTY TRANSACTIONS
During the year the Company entered into transactions, in the ordinary course of business, with related parties as set out below:
The Company has a related party relationship with its subsidiaries.
Inter-company receivables | 2010 | 2009 | |
£'000 | £'000 | ||
Earthport Enterprises Limited | 2 | 2 | |
Travelpay Limited | - | 5 | |
Mobilepay Limited | - | 20 | |
Earthport Asiapac Limited | - | 26 | |
|
| ||
2 | 53 | ||
|
| ||
Inter-company payables | 2010 | 2009 | |
£'000 | £'000 | ||
Earthport Enterprises Limited | 750 | 750 | |
Travelpay Limited | 1 | 1 | |
|
| ||
751 | 751 | ||
|
| ||
At the end of the year all old balances due from Travelpay Limited, Mobilepay Limited and Earthport Asiapac Limited were written off.
Included in the provision against amounts owed to the employee benefit trust (note 9) is £30,000 due from directors (2009: £Nil).
24. SHARE-BASED PAYMENTS
The Company has a share option scheme for all employees of the Group. Options are exercisable at a price equal to the averaged quoted market price on the three days prior to the date of grant. Vesting conditions are set by the Remuneration Committee, with a minimum of 50 per cent of options granted vesting after three years from the date of grant. In addition specific performance criteria may be set. Options qualify for EMI relief where appropriate. If the options remain unexercised after a period of 7 years from the date of vesting, the options expire. Options lapse if the employee leaves the Group before the options vest.
Details of the share options outstanding during the year are as follows:
Number of share options | Weighted average exercise price (£) | Number of share options | Weightedaverage exercise price (£) | ||
2010 | 2009 | ||||
| |||||
Options at beginning of the year | 22,762,593 | 0.565 | 16,039,080 | 0.545 | |
Granted during the year | - | - | 7,625,000 | 0.426 | |
Lapsed during the year | (9,048,816) | 0.442 | (551,000) | 0.537 | |
Exercised during the year | (150,000) | 0.320 | (350,487) | 0.753 | |
|
|
|
| ||
Outstanding at the end of the year | 13,563,777 | 0.442 | 22,762,593 | 0.565 | |
|
|
|
| ||
Of the outstanding options at 30 June, 2,525,500 were exercisable (2009: 4,821,800). The options outstanding at 30 June 2010 had a weighted average remaining contractual life of 5 years (2009: 6 years). The total expense in respect of employees share-based payments recognised during the year was £426,000 (2009: £2,162,000). For options exercised in the year ended 30 June 2010, the weighted average share price at the date of exercise was 77p (2009:75p)
The fair value of the options has been calculated using the Black-Scholes Model. The model takes into account the following factors in determining the fair value of an option:
2010 | 2009 | ||
Weighted average share price | 68.5p | 41.2p | |
Weighted average exercise price | 63.3p | 40.1p | |
Expected volatility | 91.50% | 73.8% | |
Expected life | 60 months | 65 months | |
Risk free rate | 4.7 | 2.83 | |
Expected dividend yield | 0% | 0% |
Expected volatility was determined by calculating the historical volatility of the Company's share price over the 60 months prior to the date of grant. The expected life used in the model has been based on management's best estimates for the effects of transferability, exercise restrictions and behavioural considerations.
25. | RECONCILIATION OF LOSS BEFORE TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Group |
2010 |
2009 |
£'000 | £'000 | ||
Loss before tax | (5,079) | (7,015) | |
Depreciation of property, plant and equipment | 68 | 89 | |
Share-based payment expense | 426 | 2,162 | |
Finance costs | 409 | 325 | |
Impairment of available-for-sale investment | - | 160 | |
|
| ||
Operating cash out flow before movements in working capital | (4,176) | (4,279) | |
(Increase)/ decrease in receivables | (137) | 1,319 | |
Decrease in payables | (509) | (2,004) | |
|
| ||
Cash used by operations | (4,822) | (4,964) | |
Interest paid | (202) | (152) | |
|
| ||
Net cash used in operating activities | (5,024) | (5,116) | |
|
| ||
RECONCILIATION OF LOSS BEFORE TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Company |
2010 |
2009 | |
£'000 | £'000 | ||
Loss before tax | (5,461) | (6,864) | |
Depreciation of property, plant and equipment | 68 | 89 | |
Share-based payment expense | 426 | 2,162 | |
Finance costs | 409 | 325 | |
Impairment of available-for-sale investment | - | 160 | |
|
| ||
Operating cash out flow before movements in working capital | (4,558) | (4,128) | |
(Increase)/ decrease in receivables | (33) | 1,116 | |
Decrease in payables | (178) | (2,004) | |
|
| ||
Cash used by operations | (4,769 ) | (5,016) | |
Interest paid | (202) | (152) | |
|
| ||
Net cash used in operating activities | (4,971) | (5,168) | |
|
| ||
26. EVENTS SINCE THE BALANCE SHEET DATE
On 14 October 2010, the Company announced the raising of £7.5m in additional finance through the issue of 62.5m ordinary shares at a price of 12p per share.
27. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise cash and various items arising directly from its operations, such as trade receivables and trade payables. The main purpose of these financial instruments is to provide working capital for the Group. The Group's policy is to obtain the highest rate of return on its cash balances, subject to having sufficient resources to manage the business on a day to day basis and not exposing the Group to unnecessary risk of default.
Risk management policies
The Group's finance function is responsible for procuring the Group's capital resources and maintaining an efficient capital structure, together with managing the Group's liquidity, foreign exchange and interest exposures.
All treasury operations are conducted within strict policies and guidelines that have been approved by the directors.
The Group's portfolio of cash and cash equivalents is managed such that there is no significant concentration of credit risk in any one bank or other financial institution. Management monitors closely the credit quality of the institutions with which it holds deposits.
Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. Maximum credit risk at 30 June 2010 was as follows:
Group | Company | |||
2010 | 2009 | 2010 | 2009 | |
£'000 | £'000 | £'000 | £'000 | |
Trade and other receivables | 1,064 | 1,023 | 1,165 | 1,230 |
Cash and cash equivalents | 559 | 885 | 559 | 832 |
|
|
|
| |
1,623 | 1,908 | 1,724 | 2,062 | |
|
|
|
| |
Before accepting a new customer, the Group assesses each potential customer's credit quality and risk. Customer contracts are drafted to reduce any potential credit risk to the Group. Where appropriate the customer's recent financial statements are reviewed.
The amount of trade receivables is presented in the balance sheet net of allowances for doubtful receivables. An allowance for impairment is made where a review of overdue accounts indicates circumstances, based on previous experience, where there might be a reduction in the recoverability of the cash flows.
£197,000 of trade receivables was past due for payment as at 30 June 2010, by four months or less, of which £143,000 had been collected by 25 August 2010. The directors are confident as to the recoverability of the remaining balance and thus no further impairment of the amount has been recognised in the financial statements at 30 June 2010.
There are no significant credit risks arising from financial assets that are neither past due nor impaired.
Cash and cash equivalents are held at banks with high credit ratings assigned by international credit-rating agencies.
The Group has no significant concentration of credit risk and the exposures are spread over numerous counter parties and customers.
27. | FINANCIAL INSTRUMENTS (continued) |
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group closely monitors its cash position to ensure that it has sufficient funds to meet the obligations of the Group as they fall due. The Group's treasury maintains flexibility in funding by maintaining availability under committed credit lines.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Group | Less than 1 | Between 1 | |
year | and 5 years | Total | |
2010 | £'000 | £'000 | £'000 |
Trade payables | 391 | - | 391 |
Other payables | 5 | - | 5 |
Accruals | 185 | - | 185 |
Borrowings | 586 | - | 586 |
|
|
| |
Total | 1,167 | - | 1,167 |
|
|
| |
2009 | |||
| |||
Trade payables | 704 | - | 704 |
Other payables | 168 | - | 168 |
Accruals | 199 | - | 199 |
Borrowings | 407 | 297 | 704 |
|
|
| |
Total | 1,478 | 297 | 1,775 |
|
|
|
|
| |||
Company | Less than 1 | Between 1 | |
year | and 5 years | Total | |
2010 | £'000 | £'000 | £'000 |
Trade payables | 391 | - | 391 |
Other payables | 5 | - | 5 |
Accruals | 185 | - | 185 |
Borrowings | 586 | - | 586 |
|
|
| |
Total | 1,167 | - | 1,167 |
|
|
| |
2009 | |||
| |||
Trade payables | 524 | - | 524 |
Other payables | 17 | - | 17 |
Accruals | 199 | - | 199 |
Borrowings | 407 | 297 | 704 |
|
|
| |
Total | 1,147 | 297 | 1,444 |
|
|
|
|
|
27. | FINANCIAL INSTRUMENTS (continued) |
Interest rate risk
The Group's interest rate exposure arises mainly from its interest bearing deposits. All cash is held in variable rate accounts. Based on the balance sheet value of cash and cash equivalents, a 1% change in interest base rates would lead to an increase or decrease in income and equity of £5,600 (2009: £8,300). No hedging is undertaken given the amounts involved.
Foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises on financial assets and liabilities that are denominated in a currency other than the functional currency of the entity by which they are held. No hedging is undertaken given the amounts involved. The Group and Company's exposure to currency risk was as follows:
Included in the Group cash and cash equivalents at 30 June 2010 was £12,083 in US Dollars (2009: £85,159) and £63,345 in Euros (2009: £143,900).
Based on the balance sheet value of cash and cash equivalents, as shown above, a 10% change in the currency exchange rate would lead to an increase or decrease in the income and equity of £7,543 (2009: £22,906).
Capital management risk
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Financial instruments recognised in the balance sheet
| Group | Company | ||
| 2010 | 2009 | 2010 | 2009 |
| Loans | Loans | Loans | Loans |
| and | And | And | And |
| receivables | Receivables | Receivables | Receivables |
| £'000 | £'000 | £'000 | £'000 |
Current assets | ||||
Trade receivables | 197 | 159 | 197 | 159 |
Other receivables | 867 | 864 | 968 | 1,018 |
Cash and cash equivalents | 559 | 885 | 559 | 832 |
|
|
|
| |
Total current assets | 1,623 | 1,908 | 1,724 | 2,009 |
|
|
|
| |
Other | Other | Other | Other | |
financial | financial | Financial | Financial | |
liabilities | liabilities | Liabilities | Liabilities | |
£'000 | £'000 | £'000 | £'000 | |
Liabilities | ||||
Trade payables | 391 | 704 | 391 | 524 |
Other payables | 5 | 168 | 5 | 768 |
Accruals | 185 | 199 | 185 | 199 |
Borrowings | 586 | 704 | 586 | 704 |
|
|
|
| |
1,167 | 1,775 | 1,167 | 2,195 | |
|
|
|
| |
The carrying values of all financial instruments above approximate to their fair values.
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