13th Nov 2008 07:00
13 November 2008
Earthport plc (the 'Company' or the 'Group')
Preliminary Results
Earthport plc, the global payments utility, is pleased to announce its preliminary results for the year ended 30 June 2008.
Financial Highlights
* Revenue increased by 79% to £1.92 million (2007: £1.07m)
* A further £600k was generated by a sale of limited North American marketing rights1
* Operating loss fell by 17% to £3.34 million (2007: £4.03m)
* Finance costs fell 13% to £0.33 million (2007: £0.38m)
* Loss per share fell 53% to 5.14p (2007: 10.98p)
* Debt was reduced to £1.10 million (2007: £2.12m)
* Cash increased to £3.66 million (2007: £0.46 million)
Operational Highlights
* Relationship with IBM leads to strong showing at Sibos
* Relationship with Adobe creates Trade Services Lite
* Further Expansion of the international banking network
* Agreement with Standard Chartered Dubai
* Raised an additional £10.6m of new equity net of expenses
1 Our un-audited interim trading statement released on 8 October 2008 included in the revenue for the year £600k, generated by the sale of limited North American Sales and Marketing rights to our venture partner as part of the establishment of the Earthport USA venture. After consulting with our Auditors the Revenue from the sale of these rights will be applied to the balance sheet as Deferred Revenue and recognised as Revenue in later periods.
Commenting on the results Executive Chairman, Mike Harrison, said:
"Earthport is achieving sustained growth in its activities and this is clearly demonstrated by these results.
"There has been considerable progress in advancing the Company's model of international payments and in enlarging the banking coverage. This is being aided by the global economic situation as banks and financial institutions recognise the benefits of using Earthport for activities such as payroll, remittances and potentially trade finance.
"We are confident that the Financial Year to June 2009 is our breakthrough year and we look forward to delivering value to our shareholders as well as providing an excellent service to our customers."
Earthport's Annual General Meeting will be held at 11am on Friday 12 December 2008 at the offices at 21 New Street London EC2M 4TP. The Notice of AGM and form of proxy will be posted to shareholders and will be available on the Company's website at www.earthport.com. The Annual Report and Accounts for the year ended 30 June 2008 will be distributed to shareholders on 21 November 2008.
For further information, please contact:
Earthport plc Mike Harrison, Executive Chairman James Bergman, Chief Executive Officer |
+44 (0)20 7220 9700 |
Cenkos Securities plc Nicholas Wells / Elisabeth Bowman Andy Roberts |
+44 (0)20 7397 8900 |
Financial Dynamics Jonathon Brill / Alex Beagley / Laura Proudlock |
+44 (0)20 7831 3113 |
About Earthport
Earthport (www.earthport.com) specialises in the international transactional marketplace by providing a highly secure, high volume global collection and payment capability. It has been making national and international payments and collections since 1998.
Earthport owns, provides and hosts an international money movement platform called the Universal Payments Network. Using this platform, Earthport makes secure, low cost international bank payments and collections worldwide.
EXECUTIVE CHAIRMAN'S STATEMENT
INTRODUCTION
I am delighted to report a strong set of results for the year ended 30 June 2008. Revenues have grown very strongly and we expect will continue to grow in the financial year ending 30 June 2009. The year has seen great progress from Earthport, successfully developing the Company's enormous global opportunity. Further market success and sales traction have been accompanied by good financial progress: balance sheet improvement and debt reduction.
In many ways, these results reflect the efforts that we have made since May 2005 to build a robust business tailored to the international high volume payments requirements of the world's financial institutions and corporates. Although we remain mindful of the current market conditions, the Company is on plan and our future looks bright thanks to our market positioning and the growing need for our services by our existing and targeted customers
FINANCIAL REVIEW
The year to 30 June 2008 has been one of steady progress. Revenue for the year ended 30 June 2008 has increased by 79% to £1.92m (2007: £1.07m). The Group's operating loss fell by 17% to £3.34m (2007: £4.03m). Finance costs have fallen 13% to £0.33m (2007: £0.38m). The loss per share fell 53% to 5.14p (2007: 10.98p). During the year, the Group raised £10.6m of equity, net of expenses. Debt was reduced to £1.10m (2007: £2.12m). Cash increased to £3.66 million (2007: £0.46 million).
OPERATIONAL REVIEW
During the first half of FY 2008, monthly transaction volume doubled while monthly foreign exchange ("FX") revenues increased more than fivefold. During the second half of FY 2008, monthly revenues were up 175% over the same period last year, while average transaction-driven monthly revenues were up 65%.
During the second half of FY 2008, monthly transaction volume grew 65% while FX revenues increased 19% over the first half of FY 2008. By the same comparison, monthly revenues were up 20% while transaction driven monthly revenues grew 32%.
This improvement brings Earthport another step up in performance and closer to profitability. More importantly, through the company's increased focus on existing key clients and the development of additional strategic partner and customer relationships, this momentum is charted to continue.
Relationship with IBM: At Sibos 2007 in October, Earthport was one of only two technology companies invited to participate on IBM's stand. Also, as a Business Partner, Earthport featured in IBM's Product Guide for the event. Already our relationship with IBM and the exposure to IBM's sales force and the clients and prospects visiting Sibos has meant that significant and specific market opportunities are taking shape.
The Banking Sector: On 20 May 2008 Earthport announced an agreement with Standard Chartered Bank (SCB) to deliver an operational turnkey remittance solution for international transfers from Dubai for the large number of overseas workers who send money home. On 26 June 2008 the Earthport UPN was demonstrated to the global managers of SCB.
Earthport is negotiating with other banks to deliver a similar turnkey solution and to provide the Trade Services Lite (TS Lite) product which has been developed jointly with Adobe.
In addition TS Lite is being tested by a UK high street bank, which has a large client base of small-to-medium sized Corporates (SMEs) that trade internationally.
International Payments Industry: During the past 12 months, Earthport has focussed on a number of strategic service providers in the Money Transfer business and specifically on intermediaries that require a money transfer infrastructure, either for themselves or for their clients. In these applications, Earthport in effect becomes a back-end payments service utility, to which payments services can be outsourced. Furthermore, in this market we have concentrated on segments where there is proven demand for services in multiple international currencies, such as in the travel industry, entertainment business and the migrant remittance market.
Market Coverage Strategy: Approximately half of Earthport's existing client base is comprised of corporates, whose businesses involve many low-value money transfers. Hitherto this market has not been particularly well served by the traditional system. However, for these clients, service is the key to success and time is of the essence: from customer contact, through the sales and integration processes, through to revenue realisation. The ability to rapidly integrate our UPN payments system into their back-office enables them to deliver measurable improvements to the service level and price that they offer their customers, quickly and with real bottom-line benefits.
Summary: As a result of understanding our markets more clearly and focussing more accurately, we have been able to offer a better and more responsive service to our existing client base; whilst at the same time we have been able to identify major strategic opportunities. These include banks, corporate clients and government based organisations (US, UK, EU and International) that need to undergo a transformation in their payments strategy and delivery processes.
Some of these new opportunities have arisen through our relationship with IBM, but many others have come through the increasing 'clear vote of confidence' in Earthport's capabilities, that we are receiving in both Financial Services and other strategic markets. So, FY 2008 has been very encouraging. However we feel that the next 6 to 12 months will see an even greater degree of consolidation and success and lead Earthport well into growth and profitability.
Business/Banking Operations
During the past 12 months, the priority for Earthport has been to consolidate key strategic banking relationships within the existing network, with a view to better leveraging the partnership opportunities they present. In particular, the expansion in coverage and service via the SEB Group has enabled Earthport to grow considerably in key European markets and, with other long-standing banking partners set to adopt a similar model, we see further International expansion following on in the near future.
Thus the focus continues on growing the portfolio. Initially, growth is targeted in the lucrative AsiaPac sector, where our partnership with IBM is adding real leverage and value. Furthermore, a recent restructuring of our partnership with ANZ Australia is now affording exciting opportunities to develop key Asian markets including Indonesia, The Philippines and Thailand. In addition, the growing relationship with SCB is enlarging our coverage in the territories covered by SCB.
Earthport has experienced a significant growth in client volume during FY 2008 and this growth continues to drive our need to constantly review the processes that we employ to handle bulk payment and collection demand. Working closely with the IT Development team, Earthport's Business Operations team has been able to consistently demonstrate greater levels of genuine Straight Through Processing (STP). This increased level of automation has provided measurable levels of performance improvements and has contributed to a further reduction in exception ratios.
IT Development
During the past 12 months the Development Team at Earthport has achieved a number of goals. Specifically the ideas and objectives that were set in the re-architecting program we embarked on some 24 months ago have turned into a series of delivered milestones. This in turn provided a whole new impetus to the development team's productivity.
As a result of the successes that we have achieved during the latter part of 2007 and in 2008, we have been able to add new members to our team and been able to provide a whole new set of challenges to other long-standing team members. And we believe that it is this consolidation that will yield the results that will enable Earthport to maintain and improve its technological superiority in the International Bank-2-Bank payments industry.
Platform Evolution: During the past few months, a new release of our next generation platform, EPS2, was put into production. This release focused on improved automation of back office functions and automated support for several new settlement banks.
In addition to this increase in functionality, as EPS2 has matured, particularly during the first months of 2008, a measurable improvement in system up-time has been achieved in excess of its target of 99.9% availability. Naturally these performance improvements have realised significant benefits in our Banking Operations area, both in terms of customer satisfaction and more particularly, in terms of the delivery of higher degrees of automation and continuity.
During the remainder of 2008, this evolution of system Reliability, Availability and Serviceability (RAS) will continue. However, these improvements in RAS have provided the opportunity for us to plan and now begin the deployment of significantly more powerful server configurations. To this end, during the next few months of 2008 we shall be upgrading many of our servers to further improve resilience and more importantly increased scalability.
FUTURE DEVELOPMENTS
The Company is on track to achieve its goal of becoming the utility for high volume international payments, which is utilised by banks, financial institutions and corporates.
Fiscal Year 09 (to 30 June 2009) is already demonstrating more progress towards this goal and will see the Company firmly established in this very large global market with increased presence, clients and revenues.
Mike Harrison
Executive Chairman
CONSOLIDATED INCOME STATEMENT
for the year ended 30 June 2008
Notes |
2008 £'000 |
2007 £'000 |
|
Continuing operations: |
As restated |
||
Revenue |
2 |
1,915 |
1,077 |
Cost of sales |
(390) |
(340) |
|
|
|
||
Gross profit |
1,525 |
737 |
|
Administrative expenses |
(4,861) |
(4,765) |
|
|
|
||
Operating loss |
|
(3,336) |
(4,028) |
Finance costs |
3 |
(325) |
(375) |
|
|
||
Loss before taxation |
4 |
(3,661) |
(4,403) |
Taxation |
5 |
280 |
- |
|
|
||
Loss attributable to equity shareholders of the company |
(3,381) |
(4,403) |
|
|
|
||
Loss per share - basic and fully diluted |
6 |
(5.14p) |
(10.98p) |
|
|
||
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the year ended 30 June 2008
2008 £'000 |
2007 £'000 |
||
Loss attributable to the equity shareholders of the company |
(3,381) |
(4,403) |
|
Total recognised income and expense for the year, attributable to the |
(3,381) |
(4,403) |
|
equity shareholders of the company |
|
|
|
CONSOLIDATED BALANCE SHEET
at 30 June 2008
Notes |
2008 £'000 |
2007 £'000 |
|
Assets |
As restated |
||
Non-current assets |
|||
Property, plant and equipment |
7 |
139 |
99 |
Investments |
8 |
160 |
160 |
Deferred tax asset |
5 |
280 |
- |
|
|
||
579 |
259 |
||
|
|
||
Current assets |
|||
Trade and other receivables |
9 |
2,436 |
1,084 |
Cash at bank and in hand |
10 |
3,655 |
455 |
|
|
||
6,091 |
1,539 |
||
|
|
||
Total assets |
6,670 |
1,798 |
|
Liabilities |
|||
Current liabilities |
|||
Trade and other payables |
11 |
(3,254) |
(4,119) |
Borrowings |
12 |
(340) |
(1,053) |
|
|
||
(3,594) |
(5,172) |
||
|
|
||
Non-current liabilities |
|
|
|
Borrowings |
12 |
(761) |
(1,067) |
|
|
||
Total liabilities |
(4,355) |
(6,239) |
|
|
|
||
NET ASSETS/(LIABILITIES) |
2,315 |
(4,441) |
|
|
|
||
Equity Capital and reserves |
|||
Ordinary shares |
13 |
30,968 |
28,253 |
Share premium |
14 |
44,732 |
36,801 |
Merger reserve |
15 |
9,200 |
9,200 |
Equity reserve |
16 |
- |
1,136 |
Share-based payment reserve |
17 |
1,354 |
868 |
Warrant reserve |
18 |
816 |
1,204 |
Retained earnings |
19 |
(84,755) |
(81,903) |
|
|
||
EQUITY ATTRIBUTABLE TO THE EQUITY |
2,315 |
(4,441) |
|
SHAREHOLDERS OF THE COMPANY |
|
|
|
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2008
Notes |
2008 £'000 |
2007 £'000 |
|
NET CASH USED IN OPERATING ACTIVITIES |
20 |
(4,851) |
(3,889) |
|
|
||
INVESTING ACTIVITIES |
|||
Purchase of property plant and equipment |
(144) |
(38) |
|
|
|
||
NET CASH FLOWS USED IN INVESTING ACTIVITIES |
(144) |
(38) |
|
FINANCING ACTIVITIES |
|||
Issue of ordinary share capital (net of costs paid) |
8,466 |
4,364 |
|
Drawdown of term loans |
- |
410 |
|
Repayment of term loans |
(271) |
(207) |
|
Repayment of unsecured loan |
- |
(250) |
|
|
|
||
Net cash FLOWS from financing ACTIVITIES |
8,195 |
4,317 |
|
|
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
3,200 |
390 |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
455 |
65 |
|
|
|
||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
3,655 |
455 |
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2008
1. The financial information set out above has been prepared in accordance with International Financial Reporting Standards (IFRS) and those parts of the Companies Act 1985 that remain applicable to companies reporting under IFRS and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The Company's auditors have indicated that they intend to issue an unqualified auditor's report, which will not contain any statement under Section 237(2) or (3) of the Companies Act 1985, on the statutory financial statements for the year ended 30 June 2008. There have been no significant changes to the group accounting policies and the group has followed the policies as previously published.
2. 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:
2008 £'000 |
2007 £'000 |
|
UK |
1,582 |
860 |
Europe |
182 |
150 |
North America |
151 |
67 |
|
|
|
1,915 |
1,077 |
|
|
|
|
3. FINANCE COSTS |
2008 £'000 |
2007 £'000 |
Interest payable on secured loans |
325 |
375 |
|
|
|
4. LOSS BEFORE TAXATION |
2008 £'000 |
2007 £'000 As restated |
Loss before taxation is stated after charging: |
||
Depreciation of property, plant and equipment |
104 |
124 |
Development costs (included in administrative expenses in the income |
607 |
818 |
statement) |
||
Operating leases: |
||
- Property |
105 |
150 |
Fees payable to the Company's auditors: |
|
|
- For the audit of the Company's annual financial statements: |
|
|
- Baker Tilly UK Audit LLP |
45 |
45 |
- Baker Tilly |
- |
7 |
Fees payable to associates of the Company's auditors: |
||
- For tax compliance and advisory services- |
8 |
20 |
- For other services |
- |
3 |
|
|
|
5. TAXATION |
2008 |
2007 |
£'000 |
£'000 |
|
Deferred tax credit |
(280) |
- |
|
|
|
Factors affecting the tax credit for the year: |
||
Loss before taxation |
(3,661) |
(4,403) |
Loss before tax multiplied by standard rate of corporation tax in the |
||
UK of 29.5% (2007: 30%) |
(1,080) |
(1,320) |
Deferred tax credit |
280 |
- |
|
|
|
(800) |
(1,320) |
|
Expenses not deductible for tax purposes |
12 |
5 |
Timing differences not recognised for deferred tax purposes |
28 |
41 |
Consolidation adjustment on inter-company provisions |
- |
49 |
Shared based payment costs not recognised for deferred tax purposes |
131 |
114 |
Different tax rate applied for deferred tax purposes |
15 |
- |
Losses not recognised for deferred tax purposes |
614 |
1,111 |
Recognition of tax losses carried forward |
280 |
- |
|
|
|
Tax credit for the year |
280 |
- |
|
|
|
The change in the UK standard rate of corporation tax from 30% to 28% with effect from 1 April 2008 is not expected to have a material impact on future taxation charges.
Further tax trading losses carried forward of £48m (2007: £46m) have not been recognised due to uncertainty over the timing of their reversal.
The deferred tax asset recognised in respect of trading losses is based on an assessment of trading projections for the foreseeable future.
The movement on the deferred tax asset is as follows:
2008 |
2007 |
|||
£'000 |
£'000 |
|||
At 1 July |
- |
- |
||
Income statement - recognition of tax losses |
280 |
- |
||
|
|
|||
At 30 June |
280 |
- |
||
|
|
|||
6. 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.
2008 |
2007 |
|
£'000 |
£'000 |
|
Loss attributable to equity holders of the company |
(3,381) |
(4,403) |
|
|
|
2008 |
2007 |
|
Number |
Number |
|
Weighted average number of ordinary shares in issue (thousands) |
65,804 |
40,088 |
|
|
|
2008 |
2007 |
|
Basic and fully diluted loss per share (pence) |
(5.14p) |
(10.98p) |
|
|
|
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.
7. 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 2006 |
6,265 |
389 |
147 |
6,801 |
Additions |
35 |
4 |
- |
39 |
|
|
|
|
|
At 1 July 2007 |
6,300 |
393 |
147 |
6,840 |
Additions |
83 |
2 |
59 |
144 |
|
|
|
|
|
At 30 June 2008 |
6,383 |
395 |
206 |
6,984 |
|
|
|
|
|
Depreciation |
||||
At 1 July 2006 |
6,124 |
381 |
112 |
6,617 |
Charge for the year |
86 |
3 |
35 |
124 |
|
|
|
|
|
At 1 July 2007 |
6,210 |
384 |
147 |
6,741 |
Charge for the year |
83 |
2 |
19 |
104 |
|
|
|
|
|
At 30 June 2008 |
6,293 |
386 |
166 |
6,845 |
|
|
|
|
|
Net book value |
||||
At 30 June 2008 |
90 |
9 |
40 |
139 |
|
|
|
|
|
At 30 June 2007 |
90 |
9 |
- |
99 |
|
|
|
|
|
At 30 June 2006 |
141 |
8 |
35 |
184 |
|
|
|
|
|
Depreciation for all years is included in administrative expenses in the income statement.
8. INVESTMENTS Group and Company |
2008 £'000 |
2007 £'000 |
||
Available-for-sale investment |
160 |
160 |
||
|
|
|||
The Company holds 0.5% of Altair Financial Services International plc, an unquoted company specialising in the area of prepaid debit cards. The investment is held at cost, which, in the opinion of the directors, approximates fair value. There were no movements on the investment from 1 July 2006 to 30 June 2008.
Company |
£'000 |
||
Investment in subsidiaries |
|||
Cost at 30 June 2006, 30 June 2007 and 30 June 2008 |
11,073 |
||
Provision for impairment at 30 June 2006, 30 June 2007 and 30 June 2008 |
(11,072) |
||
|
|||
Net book value at 30 June 2006, 30 June 2007 |
1 |
||
and 30 June 2008 |
|
||
The Company's subsidiaries are: |
Country of incorporation |
Nature of business |
Holding |
EnsurePay Limited |
England and Wales |
On line services |
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 Solutions 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% |
9. TRADE AND OTHER RECEIVABLES
Group |
Company |
|||
2008 |
2007 |
2008 |
2007 |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Trade receivables |
1,059 |
191 |
910 |
93 |
Other receivables |
1,240 |
752 |
1,239 |
752 |
Amount due from subsidiary undertakings |
- |
- |
53 |
54 |
Prepayments |
137 |
141 |
137 |
141 |
|
|
|
|
|
2,436 |
1,084 |
2,339 |
1,040 |
|
|
|
|
|
|
Trade receivables amounted to £1,059,000 (2007: £191,000), net of a provision of £65,000 (2007: £142,000) for impairment. Movement on the group provisions for impairment were as follows:
2008 |
2007 |
|||
£'000 |
£'000 |
|||
At 1 July |
142 |
69 |
||
Provisions for receivables impairment |
65 |
73 |
||
Receivables written off during the year |
(142) |
- |
||
|
|
|||
At 30 June |
65 |
142 |
||
|
|
|||
The average credit period taken on sales of services is 154 days (2007: 66 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 an amount in respect of unpaid share capital amounting to £625,000 due from Rob Cunningham (former company director). (2007: £625,000) - see note 17.
The principal reason for the increase in other receivables was in regard to foreign exchange revenues amounting to £483,000 at 30 June 2008 (2007: £Nil).
10. CASH AND CASH EQUIVALENTS
Group |
Company |
|||
2008 |
2007 |
2008 |
2007 |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cash at bank and in hand |
3,655 |
455 |
3,654 |
442 |
|
|
|
|
|
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.
11. TRADE AND OTHER PAYABLES
Group |
Company |
|||
2008 |
2007 |
2008 |
2007 |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Trade payables |
496 |
653 |
315 |
472 |
Other payables |
1,063 |
1,097 |
913 |
937 |
Amount due to subsidiary undertakings |
- |
- |
751 |
751 |
Other taxation and social security |
836 |
1,742 |
836 |
1,753 |
Accruals and deferred income |
859 |
627 |
859 |
627 |
|
|
|
|
|
3,254 |
4,119 |
3,674 |
4,540 |
|
|
|
|
|
|
Trade payables and accruals principally comprise amounts outstanding in respect of operating costs. The average credit period taken for trade purchases is 38 days (2007: 53 days). The directors consider that the carrying amounts for trade and other payables approximate their fair value.
12. BORROWINGS |
||||
Current liabilities |
2008 £'000 |
2007 £'000 |
||
Secured loans |
340 |
286 |
||
Convertible loan notes |
- |
767 |
||
|
|
|||
340 |
1,053 |
|||
|
|
Non-current liabilities |
2008 £'000 |
2007 £'000 |
||
Secured loans |
761 |
1,067 |
||
|
|
General Capital Venture Finance Limited and Michael Gerson Finance Plc has provided the loan facilities. The facility is repayable over 5 years at a fixed interest rate of 15%, secured by means of an all-monies mortgage debenture over the Company's assets.
On 26 June 2008, convertible loan notes amounting to £767,000 all with a maturity date of 30 June 2008 and interest rate of 15% were converted into 2,189,614 ordinary shares of 10p each at the option of the note holder.
13. SHARE CAPITAL |
2008 £'000 |
2007 £'000 |
Authorised |
||
At 1 July (69,412,642 ordinary shares of 10p each) |
6,941 |
6,941 |
Increase in the ordinary share capital in the year |
10,000 |
- |
|
|
|
At 30 June (169,412,642 ordinary shares of 10p each) |
16,941 |
6,941 |
Deferred shares of 7.5p each: 307,449,810 (2007: 307,449,810) |
23,059 |
23,059 |
|
|
|
At 30 June |
40,000 |
30,000 |
|
|
|
Issued |
||
At 1 July (51,945,677 ordinary shares of 10p each) |
5,194 |
3,210 |
Shares issued in the year |
2,715 |
1,984 |
|
|
|
At 30 June (79,088,009 ordinary shares of 10p each) |
7,909 |
5,194 |
Deferred shares of 7.5p each: 307,449,792 (2007: 307,449,792) |
23,059 |
23,059 |
|
|
|
At 30 June |
30,968 |
28,253 |
|
|
|
The 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.
During the year to 30 June 2008 a total of 27,142,332 ordinary shares of 10p each were allotted, of which 21,450,626 were allotted for cash consideration of £8,465,966, a further 5,691,706 were allotted upon conversion of £2,179,612 of convertible loan notes and loan notes interest.
The following share issues were completed during the year:
2008 |
No of |
Average |
||
Shares |
premium |
Total |
||
Issued |
in |
premium |
||
pence |
£ |
|||
September 2007 |
9,677,419 |
21.00 |
2,032,258 |
|
October 2007 |
3,332,968 |
30.57 |
1,018,820 |
|
November 2007 |
3,487,160 |
21.19 |
738,784 |
|
December 2007 |
48,532 |
25.00 |
12,133 |
|
February 2008 |
90,651 |
25.00 |
22,663 |
|
March 2008 |
213,000 |
25.00 |
53,250 |
|
April 2008 |
6,200,792 |
53.23 |
3,300,513 |
|
May 2008 |
1,460,572 |
25.00 |
365,143 |
|
June 2008 |
2,631,238 |
24.69 |
649,711 |
2007 |
No of |
Average |
||
Shares |
premium |
Total |
||
Issued |
in |
premium |
||
pence |
£ |
|||
July 2006 |
598,086 |
31.80 |
190,191 |
|
October 2006 |
761,190 |
11.00 |
83,731 |
|
November 2006 |
476,190 |
11.00 |
52,381 |
|
December 2006 |
8,695,651 |
13.00 |
1,130,435 |
|
March 2007 |
4,641,955 |
13.00 |
603,454 |
|
April 2007 |
208,333 |
14.00 |
29,167 |
|
May 2007 |
4,464,287 |
18.00 |
803,572 |
Transaction costs amounting to £262,000 (2007: £264,000) in regard to issue of shares were deducted from equity and charged against share premium.
At 30 June 2008, there remained £625,000 (2007: £625,000) due in respect of unpaid share capital. This is included in other receivables (note 13).
Further 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 Options |
Extended |
No. of Options |
||||
Last date when |
Exercise |
outstanding at |
Granted |
/( lapsed) |
Exercised |
outstanding at |
exercisable |
price |
1 July 2007 |
No. |
No. |
No. |
30 June 2007 |
31 October 2007 |
0.32 |
2,187,716 |
- |
(1,152,519) |
(1,035,197) |
- |
31 December 2007 |
0.32 |
1,729,036 |
- |
(1,729,036) |
- |
- |
31 March 2008 |
0.35 |
446,428 |
- |
(20,000) |
(426,428) |
- |
31 July 2008 |
0.35 |
- |
- |
1,729,036 |
- |
1,729,036 |
31 October 2008 |
0.35 |
- |
- |
3,071,427 |
(2,000,000) |
1,071,427 |
31 December 2008 |
0.35 |
1,836,239 |
215,217 |
- |
(563,094) |
1,488,362 |
31 December 2008 |
0.23 |
2,075,000 |
- |
- |
- |
2,075,000 |
11 June 2017 |
0.29 |
- |
250,000 |
- |
- |
250,000 |
27 March 2018 |
0.65 |
- |
650,000 |
- |
- |
650,000 |
|
|
|
|
|
||
8,274,419 |
1,115,217 |
1,898,908 |
(4,024,719) |
7,263,825 |
||
|
|
|
|
|
||
The fully diluted share capital at 30 June 2008 may be analysed as follows:
No. of Ordinary 10p shares |
||
2008 |
2007 |
|
Shares in issue at 30 June |
79,088,009 |
51,945,677 |
Employee share options (see note 30) |
16,039,080 |
7,156,808 |
Other options |
7,263,825 |
8,274,419 |
Convertible loan notes |
- |
5,180,048 |
|
|
|
Fully diluted number of shares |
102,390,914 |
72,556,952 |
|
|
|
14. SHARE PREMIUM ACCOUNT
Group and Company
2008 £'000 |
2007 £'000 |
|
As restated |
||
At 1 July |
36,801 |
35,161 |
Premium on shares issued |
8,193 |
1,904 |
Expenses of share issues |
(262) |
(264) |
|
|
|
At 30 June |
44,732 |
36,801 |
|
|
|
15. MERGER RESERVE Group and Company |
2008 £'000 |
2007 £'000 |
At 1 July and 30 June |
9,200 |
9,200 |
|
|
|
The merger reserve represents the premium attributable to shares issued in consideration of the costs of acquisition of subsidiaries in prior years as required by s131 of the Companies Act 1985.
16. EQUITY RESERVE Group and Company |
2008 £'000 |
2007 £'000 |
At 1 July |
1,136 |
1,364 |
Conversion of loan notes |
(1,136) |
(228) |
|
|
|
At 30 June |
- |
1,136 |
|
|
|
The equity reserve represents the equity component of convertible loan notes.
17. SHARE-BASED PAYMENT RESERVE Group and Company |
2008 £'000 |
2007 £'000 |
As restated |
||
At 1 July |
868 |
488 |
Equity settled share-based payments - employees |
539 |
380 |
Options exercised during the year |
(53) |
- |
|
|
|
At 30 June |
1,354 |
868 |
|
|
|
The share-based payment reserve represents the cumulative charge to date in respect of unexercised share options at the balance sheet date.
18. WARRANT RESERVE Group and Company |
2008 £'000 |
2007 £'000 |
As restated |
||
At 1 July |
1,204 |
190 |
Equity settled share-based payments - warrants |
88 |
1,014 |
Warrants exercised during the year |
(476) |
- |
|
|
|
At 30 June |
816 |
1,204 |
|
|
The warrant reserve (share warrants granted under the terms of the Company's funding activities in relation to new debt, broking fee and follow on funding strategies) represents the cumulative charge to date in respect of unexercised share warrants at the balance sheet.
19. RETAINED EARNINGS Group |
2008 £'000 |
2007 £'000 |
At 1 July |
(81,903) |
(77,478) |
Loss for the year attributable to equity shareholders of the Company |
(3,381) |
(4,403) |
Options exercised during the year |
53 |
- |
Warrants exercised during the year |
476 |
- |
Conversion of loan notes |
- |
(22) |
|
|
|
At 30 June |
(84,755) |
(81,903) |
|
|
20. RECONCILIATION LOSS BEFORE TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Group |
2008 £'000 |
2007 £'000 |
Loss before tax |
(3,661) |
(4,403) |
Depreciation of property, plant and equipment |
105 |
124 |
Share-based payment expense |
627 |
380 |
Finance costs |
324 |
375 |
|
|
|
Operating cash out flow before movements in working capital |
(2,605) |
(3,524) |
(Increase)/decrease in receivables |
(1,352) |
44 |
Decrease in payables |
(743) |
(83) |
|
|
|
Cash used by operations |
(4,700) |
(3,563) |
Interest paid |
(151) |
(326) |
|
|
|
Net cash used in operating activities |
(4,851) |
(3,889) |
|
|
|
Related Shares:
Earthport