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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Clearspeed Tech | LSE:CSD | London | Ordinary Share | GB00B01TNC84 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 3.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:3124Q
ClearSpeed Technology plc
18 March 2008
18 March 2008
ClearSpeed Technology plc
Preliminary results
ClearSpeed Technology plc ("ClearSpeed", "the Group", AIM: CSD), a leader in
high performance co-processors for super computers announces its preliminary
results for the year ended 31 December 2007.
Highlights
* Diversification of customer base into aerospace and defence sectors
* Expanded routes to markets with wider indirect sales
o Selected as a vendor by HP and Sun Microsystems
o Distribution agreements set up with Asia Pacific operators
* Embedded processing growing
o Technology licensing agreement signed with BAE, leading to
revenue and future royalty income
* Completed key design and development milestones for next generation
processor, 'Callanish' - designed to extend leadership in most energy
efficient high performance processing
* £19.4m raised from share issue to strengthen balance sheet
o At the end of the financial year, the Group had cash reserves
of £19.6m
* £4.0m reduction in future annualised operating costs
* H2 2007 - shipped more product to a wider set of customers
Tom Beese, ClearSpeed Chief Executive Officer commented:
"With acceleration emerging as a significant trend in high performance
computing, and with strengthening interest in the use of our technology in
embedded processing, we are increasingly confident that we will see good growth
in the Group's businesses during 2008.
"Although the turbulence in the financial markets held back our high performance
computing growth, overall our financial position is much stronger, having raised
additional funds and significantly cut our operating costs. In addition, we are
well advanced in the development of our next generation of processor to both
address the expanding market and maintain our technical leadership."
Enquiries:
ClearSpeed Technology plc 0117 317 2000
Tom Beese, Chief Executive Officer
Andy Kroese, Chief Financial Officer
College Hill 020 7457 2020
Adrian Duffield/Ben Way
KBC Peel Hunt 020 7418 8900
Oliver Scott
Notes to editors
ClearSpeed designs high-performance accelerators that work alongside
conventional computer processors in some of the world's most demanding
applications, known as High Performance Computing (HPC). ClearSpeed's advanced
technologies offer higher computing speeds than the most powerful CPUs, but use
far less electrical power. Based in Bristol and San Jose, the Group has 84
patents granted or pending and its products include computer chips, boards,
software tools, applications and support.
The ClearSpeed AdvanceTM Accelerator Board sits alongside conventional computer
processors and handles complex mathematical routines, dramatically increasing
the speed of applications. At the heart of the AdvanceTM Accelerator Board are
two ClearSpeed CSX600 chips, each with 96 processor cores that work in parallel
to solve complex mathematical problems. A single CSX600 chip can perform more
than 37.5 billion high-precision calculations per second (37.5 GFLOPS), whilst
typically using less than ten watts of power - an unprecedented performance to
power consumption ratio.
As a result, ClearSpeed's AdvanceTM Board has the potential to deliver
significant performance improvements in fields such as financial market trading,
drug discovery, engineering and exploration, where users are demanding
higher-speed computing at lower costs.
The ClearSpeed AdvanceTM Board is currently offered as a plug-in board that can
be easily fitted as an upgrade to a workstation, server or cluster.
Overview
2007 was a year in which ClearSpeed continued to make important progress in its
move from a research and development based entity to a successful, commercial
international enterprise. The Board is confident that the progress made during
the last year has laid the foundation for the Group to make further significant
steps forward in 2008 and beyond.
ClearSpeed has significantly strengthened its financial position, made progress
commercially and completed major product development, which has extended its
leadership in the emerging market for High Performance Computing (HPC)
acceleration. The Group has also secured its first major contract in Embedded
Processing, which is expected to become a significant new market opportunity for
the Group.
Financial Results
In the second half of 2007, the Group shipped more product to a wider set of
customers than ever before. In addition, in August ClearSpeed signed a
technology licensing contract with BAE Systems in the USA. The result of these
two developments was that, despite adverse market conditions at a time when
ClearSpeed launched products into the financial services industry, the Group
achieved revenues of £1.1m in the second half of the year.
For the year as a whole, the Group reported total revenues of £1.2m. While
second half revenues represented a significant increase both sequentially and
year-on-year, they were below the Board's expectations as conditions within the
financial services industry, which the Group was targeting as its first vertical
market, worsened. Responding to the changing market conditions and to exploit
the efficiencies gained by moving to an increasingly indirect sales model, the
Group undertook a reorganisation and rationalisation of the cost base during Q4
2007. The indirect sales model will enable partners and distributors to expand
the Group's international routes to markets. At the same time, the
rationalisation of the cost base is expected to deliver a £4.0m reduction in
annualised operating expenditures going forward into 2008.
In 2007, research and development expenses were £6.4m, a 2.6% increase over 2006
levels. Despite only showing this slight increase, the Group has completed
almost all of the development of its next generation processor.
The Group received £1.0m (2006: £0.8m) in interest and benefited from £1.4m
(2006: £0.7m) in corporation tax received, as a result of tax credits for
research and development. At the end of the year, the Group had approximately
£41.4m of tax losses carried forward.
In order to fund the research and development programme, and to accelerate the
commercialisation of products internationally, the Group raised £19.4m net of
costs through an additional placing of shares in April 2007.
At the end of the financial year, the Group held cash reserves of £19.6m.
Investment in inventories and trade receivables was reduced to £0.28m (2006:
£0.34m). Prepayments decreased to £0.8m (2006: £1.5m) as the Group released the
cost of software licenses used in product development processes. Other
receivables increased to £1.4m (2006: £0.1m) as a result of tax credits
receivable for research and development expenditure incurred.
Commercial Progress in High Performance Computing (HPC)
At the start of the year, ClearSpeed set a number of important commercial
targets for 2007. The Group has largely successfully achieved many of these
including expanding its channel partnerships in order to access a greater
proportion of the HPC market. The most significant development here was
ClearSpeed's selection as a vendor by both HP and Sun Microsystems, in addition
to its existing relationship with IBM. The Group also extended its distribution
reach into Asia Pacific.
A key target as the Group entered 2007 was the launch of its products into the
financial services sector. After good initial engagements, the Group saw
progress in the sector disrupted and significantly slowed down as major banks
across the world responded to the emerging market and credit crises in the
second half of the year. As a result, the Group did not achieve the revenue
growth that it expected in the sector in 2007.
Despite this setback, the Group continues to have positive engagements with
financial institutions and expect this market to contribute to the growth once
it stabilises. However, mindful of the current market realities, the Board
believes it was prudent to reduce the short and medium term dependence on this
sector. As a result, more resources were committed to the life sciences sector
within HPC and on the defence industry within Embedded Processing.
Commercial Progress in Embedded Processing
Embedded Processing is a substantial and diverse market for specialist systems
which require processing beyond the computer market. The planned move into this
new market opportunity commenced in August 2007, when ClearSpeed signed a $1m
licensing deal with BAE Systems in the USA. Under this contract BAE Systems
will license the design of ClearSpeed's next generation processor for inclusion
in satellite systems.
The agreement gives BAE Systems an embedded technology for deployment in the
harsh environments that satellite systems must endure, by meeting stringent
criteria for performance, energy efficiency, ease of programming, accuracy and
reliability, each of which ClearSpeed met or exceeded. This combination of
features, including fault tolerance, has been developed by the Group in order to
meet the intense demands of acceleration in HPC.
As expected, this contract has led to an important increase in interest for the
Group's products in the Embedded Processing market. The licensing contract also
proved that ClearSpeed can successfully extend its business model to provide
technology solutions to partners addressing markets with special requirements,
which its does not currently address.
Although the licensing contract was a useful indicator to the market of the
relevance of the Group's technology, licensing will not be the primary revenue
model for the Group within Embedded Processing. The Board expects that the
majority of its revenues in this market will come from increasing sales of its
processors and boards.
Since August ClearSpeed has seen an increasing interest in the use of its
technology in aerospace, defence and the automotive industries and for complex
applications ranging from radar to head-up displays and holographic projection.
The Board believes that these developments are likely to begin to contribute to
revenue growth in 2008 and to eventually lead to a greater volume demand than
the HPC business.
Patents
The Group has invested in the protection of its Intellectual Property (IP)
rights as it has developed its technology. The Board believes that there are
grounds for expecting that with its key UK patents already granted, the Group is
likely to begin to see the granting of up to 21 patents in the USA in 2008.
Having been successful in 2007 in licensing a specific processor design,
ClearSpeed expects that with the granting of US patents for important aspects of
its technology, the underlying value of its IP in the global semiconductor
industry will be verified.
Additionally, the granting of the US patents would provide the Group with the
potential to develop a third revenue stream to add to its growing HPC and
Embedded Processing revenues. This potential revenue stream, which is not
expected to start until late 2009, would make a notable contribution to the
Group's growth and cash flows due to its high gross margin.
The Group has already begun taking advice in preparation for the potential
exploitation of its patent portfolio.
Technical Progress
For companies entering the semiconductor market, there are multiple technical
developments that must be achieved. In 2007 the Group continued to make
important technical progress. Most notably ClearSpeed continued to expand the
number of applications which can exploit its technology, together with achieving
further important milestones in maturing software tools, which programmers use
to develop code for its processors.
These very important software developments were matched in November 2007, with
the demonstration at the Super Computing Conference in Reno of the new
ClearSpeed Accelerated Terascale Server (CATS). This system, designed to connect
directly to standard servers, demonstrated the world's highest ever compute
density for HPC applications, a direct outcome of the performance per watt
efficiency of the Group's processors.
The Group also completed key design and development milestones for its next
generation processor. Codenamed 'Callanish', this processor is designed to
continue and extend its leader position in providing the world's most energy
efficient high performance processors for intense applications within HPC and
Embedded Processing.
Board
During 2007 the make-up of the Board evolved to reflect the rapidly changing
nature of ClearSpeed's business. David Sebire, who successfully guided the
Group from immediately before its flotation through to the launch of its
commercialisation phase, stepped down and was replaced by Richard Farleigh, an
existing board member and major shareholder. In addition, as part of the H2
rationalisation programme, Stephen McKinnon-Lower, the Chief Operating Officer
left the Group. Paul Webb has handed over to Andy Kroese as Chief Financial
Officer, and retires from the board on 31 March 2008. Andy Kroese was appointed
to the Board on 11 November 2007. Since the year end, George Elliott, former
CFO of Wolfson Microelectronics, joined the Board.
Outlook
During Q1 2008 ClearSpeed has continued to make good progress in a number of
areas, exploiting the solid foundations established during 2007.
On the commercial side, the Group has seen increased engagement with prospective
customers worldwide in HPC, together with a developing interest in the use of
its technology in Embedded Processing. In addition the development of
Callanish, the next processor, will be a major milestone for ClearSpeed.
The Board is confident that the Group will see significant growth in revenues,
with the strongest growth coming in the second half of the financial year. These
expectations combined with the rationalisation of the cost base, and
complemented by strength of the Group's financial reserves and leading IP, leads
the Board to believe that ClearSpeed is well positioned for 2008.
Audited consolidated income statement
For the year ended 31 December 2007
Year Year
ended ended
2007 2006
Note £'000 £'000
Continuing operations
Revenue 3 1,227 1,946
Cost of sales (458) (917)
Gross profit 769 1,029
Operating expenses
Research, design and development costs (6,431) (6,271)
Marketing and administrative expenses (9,731) (6,600)
Restructuring costs (134) -
Operating loss 4 (15,527) (11,842)
Investment revenues 1,025 778
Finance costs (9) -
Loss before tax (14,511) (11,064)
Tax 5 2,657 695
Loss for the financial year (11,854) (10,369)
Consolidated Statement of recognised income and expense
Year Year
ended ended
2007 2006
£'000 £'000
Exchange differences on translation of foreign operations (39) 272
Net (loss)/income recognised directly in equity (39) 272
Loss for the financial year (11,854) (10,369)
Total recognised expense for the financial year (11,893) (10,097)
Audited consolidated balance sheet at 31 December 2007
Note 2007 2006
£'000 £'000
Non-current assets
Other intangible assets 316 230
Property, plant and equipment 774 688
1,090 918
Current assets
Inventories 245 183
Trade and other receivables 2,228 1,797
Cash and cash equivalents 19,638 11,755
Derivative financial instruments 208 -
22,319 13,735
Total assets 23,409 14,653
Current liabilities
Trade and other payables 1,686 1,424
Provisions 253 140
1,939 1,564
Net current assets 20,380 12,171
Total liabilities 1,939 1,564
Net assets 21,470 13,089
Equity
Share capital 7 584 384
Share premium account 8 49,203 30,021
Own shares 8 42 42
Capital redemption reserve 8 6,361 6,361
Merger reserve 8 33,153 33,153
Foreign exchange reserve 8 233 272
Retained earnings 8 (68,106) (57,144)
Total equity 21,470 13,089
Audited consolidated cash flow statement
For the year ended 31 December 2007
Note Year Year
ended ended
2007 2006
£'000 £'000
Net cash used in operating activities 9 (11,851) (10,952)
Investing activities
Interest received 1,025 778
Purchases of property, plant and equipment (462) (604)
Purchases of intangible fixed assets (191) (155)
Net cash from investing activities 372 19
Financing activities
Proceeds on exercise of options 16 60
Proceeds on issue of shares 20,056 170
Share issue costs (674) (46)
Net cash from financing activities 19,398 184
Net increase/(decrease) in cash and cash 7,919 (10,749)
equivalents
Cash and cash equivalents at beginning of year 11,755 22,232
Effect of foreign exchange rate changes (36) 272
Cash and cash equivalents at end of year 19,638 11,755
Audited notes to the preliminary results
31 December 2007
1. General information
ClearSpeed Technology plc is a company incorporated in the United Kingdom under
the Companies Act 1985. The address of the registered office is given in note
12.
These preliminary results do not comprise statutory accounts under the meaning
of Section 240 of the Companies Act 1985. Statutory accounts for the year ended
31 December 2006, as prepared under United Kingdom Generally Accepted Accounting
Principles, were approved by the Board of Directors on 30 March 2007 and
delivered to the Registrar of Companies. The financial statements for the year
ended 31 December 2007 will be placed with the Registrar of Companies following
the Company's AGM. The report of the auditors on those accounts was unqualified,
did not contain an emphasis of matter paragraph and did not contain any
statement under Section 237 (2) or (3) of the Companies Act 1985.
2. Basis of preparation
The preliminary results have been prepared using accounting policies consistent
with International Financial Reporting Standards as adopted for use in the
European Union.
These are the Group's first set of preliminary results prepared under IFRS.
The transition to IFRS has resulted in a number of changes in the reported
financial statements, notes thereto and accounting principles compared to
previous annual reports which were prepared under applicable United Kingdom
Generally Accepted Accounting Principles (UK GAAP). The comparative information
has been restated in accordance with IFRS. Note 10 provides further details on
the transition from UK GAAP to IFRS. The date of transition to IFRS was 1
January 2006 (transition date). Details of the accounting policies adopted by
the Group under IFRS are disclosed in note 11.
These financial statements are presented in pounds sterling because that is the
currency of the primary economic environment in which the Group operates.
Foreign operations are included in accordance with the policies set out in note
11.
At the date of authorisation of these financial statements, the following
Standards and Interpretations which have not been applied in these financial
statements were in issue but not yet effective:
Amendment to IAS 23 'Borrowing Costs'
IFRS 8 'Operating Segments'
IFRIC 9 'Reassessment of Embedded Derivatives'
IFRIC 10 'Interim Financial Reporting and Impairment'
IFRIC 11 'IFRS 2 - Group and Treasury Share Transactions'
IFRIC 12 'Service Concession Arrangements'
IFRIC 13 'Customer Loyalty Programmes'
IFRIC 14 'IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction'.
The directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the financial
statements of the Group.
IFRS 1 Exemptions
IFRS 1, 'First-time Adoption of International Financial Reporting Standards',
permits those companies adopting IFRS for the first time to take some exemptions
from the full requirements of IFRS in the transition period:
- business combinations - any business combinations prior to the
transition date have not been restated on an IFRS basis;
- share-based payments - IFRS 2, 'Share-based Payments' applies to
equity instruments. This has been applied to all share options granted since 7
November 2002. All cumulative charges have been recognised in equity at the
transition date; and
- cumulative translation differences - the cumulative translation
differences for all foreign operations are deemed to be zero at the date of
transition to IFRS.
3. Segmental reporting
The Group's operations are located in the UK and the USA. These locations are
the basis on which the Group reports its primary segment information.
Segment information about these locations is presented below.
Revenue Sales revenue by
geographical market
2007 2006
UK US Total UK US Total
£'000 £'000 £'000 £'000 £'000 £'000
Destination
United Kingdom 157 - 157 289 - 289
Europe 53 - 53 79 - 79
USA 459 507 966 109 249 358
Japan - - - - 1,185 1,185
Rest of World 51 - 51 - 35 35
Total revenue 720 507 1,227 477 1,469 1,946
Result
2007 2006
UK US Total UK US Total
£'000 £'000 £'000 £'000 £'000 £'000
Segment loss (12,824) (2,703) (15,527) (9,603) (2,239) (11,842)
Investment revenues 1,025 - 1,025 778 - 778
Finance costs (9) - (9) - - -
Tax 2,657 - 2,657 695 - 695
Loss for period (9,151) (2,703) (11,854) (8,130) (2,239) (10,369)
The following is an analysis of the carrying amount of segment assets, and
additions to property, plant and equipment and intangible assets, analysed by
the geographical area in which the assets are located:
Balance sheet
2007 2006
UK US Total UK US Total
£'000 £'000 £'000 £'000 £'000 £'000
Segment assets 23,259 150 23,409 14,478 175 14,653
Segment liabilities 1,682 257 1,939 1,296 268 1,564
Other
2007 2006
UK US Total UK US Total
£'000 £'000 £'000 £'000 £'000 £'000
Capital additions 585 68 653 658 101 759
Depreciation and 429 50 479 320 19 339
amortisation
4. Operating loss
Loss for the year has been arrived at after charging/(crediting):
2007 2006
£'000 £'000
Net foreign exchange losses 35 260
DTI Exceptional Research and Development Grant - (179)
Depreciation of property, plant and equipment 374 249
Amortisation of intangible assets included in other 105 90
operating expenses
Cost of inventories recognised as expense 163 413
Management charges to PixelFusion 7 (12)
Staff Costs 8,686 6,425
5. Taxation
The taxation reflected in the Income Statement reflects tax credits arising in
connection with R & D activities during the two years ended 31 December 2007. Of
the £2.7 million stated, £1.4 million was received during the year in respect of
R & D activities during the year ended 31 December 2006.
6. Loss per share
From continuing and discontinued operations
The calculation of the basic and diluted earnings per share is based on the
following data:
Losses
Year Year
ended ended
2007 2006
£'000 £'000
Losses for the purposes of basic losses per share being net loss (11,854) (10,369)
attributable to equity holders of the parent
Year Year
ended ended
2007 2006
Number of shares
Weighted average number of ordinary shares for the purposes of basic 52,066,368 38,251,192
losses per share
The denominator for the purposes of calculating the losses per share have been
adjusted to reflect the capitalisation issue in 2007.
From continuing operations
Loss per share Year Year
ended ended
2007 2006
Pence Pence
Net loss attributable to equity holders of the parent (22.8) (27.1)
The Group has incurred losses in the year, and as such, it is not considered
that there are any dilutive events.
Share options have been granted which would have a dilutive impact if the Group
were profit making.
7. Share capital
2007 2006
£'000 £'000
Authorised:
100,000,000 ordinary shares of 1p each 1,000 600
Issued and fully paid:
62,634,497 (2006: 42,578,047) ordinary shares of 1p each 584 384
At 31 December 2007, 4,162,029 ordinary shares of 1p each (2006: 4,233,446) were
held by the ClearSpeed Technology Employee Benefit Trust and are included in the
Own Shares Reserve.
On 27 April 2007 20,056,450 new ordinary shares of 1p each were issued for £19.4
million net of share issue costs. The shares were admitted to AIM. The
placement included 56,450 ordinary shares issued to employees. The new existing
shares will rank pari passu with the existing shares of the Company.
The Company has one class of ordinary shares which carry no right to fixed
income.
8. Reconciliation of movements in equity
Share Share Capital Merger Own Foreign
capital premium redemption reserve shares exchange Profit
reserve reserve and loss
account Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2006 384 30,021 6,361 33,153 42 - (47,426) 22,535
Exercise of options - - - - - - 60 60
Share based payments - - - - - - 591 591
Exchange differences on - - - - - 272 - 272
translation of overseas
operations
Retained loss for the year - - - - - - (10,369) (10,369)
At 1 January 2007 384 30,021 6,361 33,153 42 272 (57,144) 13,089
Exercise of options - - - - - - 16 16
Issue of new shares 200 - - - - - - 200
Share based payments - - - - - - 876 876
Exchange differences on - - - - - (39) - (39)
translation of overseas
operations
Premium arising on issue of - 19,856 - - - - - 19,856
equity shares
Expenses of issue of equity - (674) - - - - - (674)
shares
Retained loss for the year - - - - - - (11,854) (11,854)
At 31 December 2007 584 49,203 6,361 33,153 42 233 (68,106) 21,470
9. Notes to the cash flow statement
2007 2006
£'000 £'000
Loss for the year (11,854) (10,369)
Adjustments for:
Investment revenues (1,025) (778)
Finance costs 9 -
Income tax (2,657) (695)
Depreciation of property, plant and equipment 374 249
Amortisation of intangible assets 105 90
Share-based payment expense 876 591
Increase in provisions 113 87
Operating cash flows before movements in working capital (14,059) (10,825)
(Increase)/decrease in inventories (62) 68
Decrease/(increase) in receivables 592 (707)
Increase/(decrease) in payables 251 (183)
Cash used by operations (13,278) (11,647)
Income taxes received 1,427 695
Net cash used in operating activities (11,851) (10,952)
10. Transition to IFRS
As stated in Note 2, these are the Group's first consolidated preliminary
results prepared in accordance with IFRS.
The transition from United Kingdom GAAP to IFRS has been made in accordance with
IFRS 1, 'First-time Adoption of International Financial Reporting Standards'.
The Group's consolidated financial statements for 2007 and the comparatives
presented for 2006 comply with all presentation and disclosure requirements of
IFRS applicable for accounting periods commencing on or after 1 January 2007.
The following reconciliations and explanatory notes thereto describe the effects
of the transition on the IFRS opening balance sheet as at 1 January 2007 and for
the year ended 31 December 2007. All explanations should be read in conjunction
with the IFRS accounting policies of the Group as disclosed in note 11.
The remeasurement of the consolidated balance sheet items at 1 January 2007 and
31 December 2007, together with the reconciliation of the Group's equity
reported under previous UK GAAP to its equity under IFRS as at 1 January 2007,
and 31 December 2007, may be summarised as follows:
As at 1 January 2007 UK GAAP Adjustment IFRS
Intangible assets (a) 141 89 230
Property, plant and equipment (a) 777 (89) 688
Provisions (b) (61) (79) (140)
Called up share capital (c) (426) 42 (384)
Other reserves (c) & (d) (39,514) (314) (39,828)
Profit and loss account (b) & (d) 56,793 351 57,144
As at 31 December 2007 UK GAAP Adjustment IFRS
Intangible assets (a) 222 94 316
Property, plant and equipment (a) 868 (94) 774
Provisions (b) (164) (89) (253)
Called up share capital (c) (627) 43 (584)
Other reserves (c) & (d) (39,513) (275) (39,788)
Profit and loss account (b) & (d) 67,552 321 67,873
(a) IFRS require software to be classified as an intangible asset. This
adjustment reflects the transfer of software from tangible to intangible assets.
(b) As at 1 January 2007 an adjustment of £79,000 was required to make a
holiday pay provision to comply with IFRS. At 31 December 2007 an adjustment of
£89,000 was required in this regard.
(c) Under IFRS, shares held by the ClearSpeed Technology Employee Benefit
Trust are shown as a separate reserve within equity and have been included
within other reserves.
(d) Under IFRS cumulative translation differences which arise on translation
of foreign operations are shown as a separate reserve within equity and have
been included in other reserves.
11. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs). The financial statements have also been
prepared in accordance with IFRSs adopted by the European Union and therefore
the Group financial statements comply with Article 4 of the EU IAS Regulation.
The financial statements have been prepared on the historical cost basis, except
for the revaluation of certain financial instruments. The principal accounting
policies adopted are set out below.
The transition to IFRS has resulted in a number of changes to the reported
financial statements, the notes thereto, and accounting principles compared to
previous annual reports which were prepared under applicable UK Generally
Accepted Accounting Principles ("UK GAAP"). The comparative information has
been restated in accordance with IFRS. Note 10 provides further information on
the transition from UK GAAP to IFRS.
IFRS 1 exemptions
IFRS1, "First time adoption of International Financial Reporting Standards"
permits those companies adopting IFRS for the first time to take some exemptions
from the full requirements of IFRS during the transition period:
* Business combinations - any business combinations prior to the
transition date have not been restated on an IFRS basis.
* Share-based payments - IFRS 2 "Share based payments" applies to equity
instruments. This has been applied to all share options granted since 7
November 2002. All cumulative charges have been recognised in equity at the
transition date.
* Cumulative translation differences - the cumulative transition
differences are deemed to have been zero at the date of transition to IFRS.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up to
31 December each year. Control is achieved where the Company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used by
the Group.
All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for goods and services provided in
the normal course of business, net of discounts, VAT and other sales-related
taxes.
Sales of Goods
Revenue from sales of goods is recognised when goods are delivered and title has
passed.
Sale of software licences
Revenue on any associated software licence fees is recognised when delivery of
the software has occurred, provided that a signed agreement is in place, the
licence fee is fixed and determinable, no specific modification of the software
is required and that the collection of the fee is probable.
Sale of support agreements
Revenue from support agreements is recognised over the term of the contract.
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the
lease obligation so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating
lease are also spread on a straight-line basis over the lease term.
Foreign currencies
The individual financial statements of each Group Company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each Group Company are expressed in pounds
sterling, which is the functional currency of the Company, and the presentation
currency for the consolidated financial statements. The functional currency of
the Company's subsidiary ClearSpeed Solutions Limited is pounds sterling. The
functional currency of the Company's subsidiary ClearSpeed Technology Inc is the
United States dollar.
In preparing the financial statements of the individual companies, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Non-monetary items carried at fair value that are
denominated in foreign currencies are translated at the rates prevailing at the
date when the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which
they arise except for:
* exchange differences on transactions entered into to hedge certain
foreign currency risks (see below under derivative financial instruments and
hedge accounting); and
* exchange differences on monetary items receivable from or payable to a
foreign operation for which settlement is neither planned nor likely to occur,
which form part of the net investment in a foreign operation, and which are
recognised in the foreign currency translation reserve and recognised in profit
or loss on disposal of the net investment.
For the purpose of presenting consolidated financial statements, the assets and
liabilities of the Group's foreign operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are translated
at the average exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange rates at the date
of transactions are used. Exchange differences arising, if any, are classified
as equity and recognised in the Group's foreign currency translation reserve.
Such translation differences are recognised as income or as expenses in the
period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
Government grants
Government grants in respect of Research & Development are recognised as income
over the periods necessary to match them with the costs received.
Operating loss
Operating loss is stated after charging restructuring costs but before
investment income and finance costs.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet 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 temporary differences
can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net
basis.
Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and any
recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets,
other than land and properties under construction, over their estimated useful
lives, using the straight-line method, on the following bases:
Plant and machinery over three years
Office equipment over five years
Computer equipment over three years
The gain or loss arising on the disposal or retirement of an asset is determined
as the difference between the sales proceeds and the carrying amount of the
asset and is recognised in income.
Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period in
which it is incurred.
An internally-generated intangible asset arising from the Group's development
activity is recognised only if all of the following conditions are met:
* an asset is created that can be identified (such as software and new
processes);
* it is probable that the asset created will generate future economic
benefits; and
* the development cost of the asset can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis
over their useful lives. Where no internally-generated intangible asset can be
recognised, development expenditure is recognised as an expense in the period in
which it is incurred.
Patents and trademarks
Patents and trademarks are measured initially at purchase cost and are amortised
on a straight-line basis over their estimated useful lives.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). 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. An
intangible asset with an indefinite useful life is tested for impairment
annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to
be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the relevant asset is carried at
a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior years. A reversal of an
impairment loss is recognised as income immediately, unless the relevant asset
is carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and
distribution.
Financial instruments
Financial instruments are defined as: "Any contract which gives rise to a
financial asset of one entity and a financial liability of another."
Financial assets and financial liabilities are recognised in the Group's balance
sheet when the Group becomes a party to the contractual provisions of the
instrument.
Financial Assets.
Financial assets are classified into the following specified categories:
* Interests in subsidiaries;
* Trade receivables.
Investments
Investments are recognised and derecognised on a trade date where the purchase
or sale of an investment is under a contract whose terms require delivery of the
investment within the timeframe established by the market concerned, and are
initially measured at fair value, including transaction costs.
Investments are classified as either held-for-trading or available for sale, and
are measured at subsequent reporting dates at fair value. Where securities are
held for trading purposes, gains and losses arising from changes in fair value
are included in net profit or loss for the period. For available-for sale
investments, gains and losses arising from changes in fair value are recognised
directly in equity until the security is disposed of or deemed to be impaired,
at which time the cumulative gain or loss recognised in equity is recognised in
the profit or loss for the period.
Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables. Loans and receivables are measured at amortised cost using the
effective interest method, less any impairment. Interest income is recognised
by applying the effective interest rate, except for short-term receivables when
the recognition of interest would be immaterial.
Impairment of financial assets
Financial assets, other than those at Fair Value Through the Profit and Loss
(FVTPL), are assessed for indicators of impairment at each balance sheet date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been
impacted.
For shares classified as Available For Sale (AFS), a significant or prolonged
decline in the fair value of the security below its cost is considered to be
objective evidence of impairment. For all other financial assets, including
redeemable notes classified as AFS and finance lease receivables, objective
evidence of impairment could include:
* significant financial difficulty of the issuer or counterparty; or
* default or delinquency in interest or principal payments; or
* it becoming probable that the borrower will enter bankruptcy or
financial re-organisation.
For certain categories of financial asset, such as trade receivables, assets
that are assessed not to be impaired individually are subsequently assessed for
impairment on a collective basis. Objective evidence of impairment for a
portfolio of receivables could include the Group's past experience of collecting
payments, an increase in the number of delayed payments in the portfolio past
the average credit period of 60 days, as well as observable changes in national
or local economic conditions that correlate with default on receivables.
The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables, where
the carrying amount is reduced through the use of an allowance account. When a
trade receivable is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are
credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
With the exception of AFS equity instruments, if, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the
previously recognised impairment loss is reversed through profit or loss to the
extent that the carrying amount of the investment at the date the impairment is
reversed does not exceed what the amortised cost would have been had the
impairment not been recognised.
In respect of AFS equity securities, impairment losses previously recognised
through profit or loss are not reversed through profit or loss. Any increase in
fair value subsequent to an impairment loss is recognised directly in equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the
cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the
Group recognises its retained interest in the asset and an associated liability
for amounts it may have to pay. If the Group retains substantially all the
risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received, net of direct issue
costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities 'at FVTPL'
or 'other financial liabilities'.
Financial liabilities held by the Group include:
* Trade payables;
* Derivative financial instruments - forward foreign exchange contracts.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL where the financial liability
is either held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
* it has been incurred principally for the purpose of disposal in the
near future; or
* it is a part of an identified portfolio of financial instruments that
the Group manages together and has a recent actual pattern of short-term
profit-taking; or
* it is a derivative that is not designated and effective as a hedging
instrument.
A financial liability other than a financial liability held for trading may be
designated as at FVTPL upon initial recognition if:
* such designation eliminates or significantly reduces a measurement or
recognition inconsistency that would otherwise arise; or
* the financial liability forms part of a Group of financial assets or
financial liabilities or both, which is managed and its performance is evaluated
on a fair value basis, in accordance with the Group's documented risk management
or investment strategy, and information about the Group is provided internally
on that basis; or
* it forms part of a contract containing one or more embedded
derivatives, and IAS 39 Financial Instruments: Recognition and Measurement
permits the entire combined contract (asset or liability) to be designated as at
FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any resultant gain
or loss recognised in profit or loss. The net gain or loss recognised in profit
or loss incorporates any interest paid on the financial liability.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at
fair value, net of transaction costs. Other financial liabilities are
subsequently measured at amortised cost using the effective interest method,
with interest expense recognised on an effective yield basis. The effective
interest method is a method of calculating the amortised cost of a financial
liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or, where
appropriate, a shorter period.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire.
Derivative financial instruments and hedge accounting
The Group's activities expose it primarily to the financial risks of changes in
foreign currency exchange rates and interest rates. During 2007, the Group
began using foreign exchange forward contracts to hedge these exposures. The
Group does not use derivative financial instruments for speculative purposes.
The use of financial derivatives is governed by the Group's policies approved by
the Board of Directors, which provide written principles on the use of financial
derivatives.
Changes in the fair value of derivative financial instruments that are
designated and effective as hedges of future cash flows are recognised directly
in equity and the ineffective portion is recognised immediately in the income
statement. If the cash flow hedge of a firm commitment or forecasted
transaction results in the recognition of an asset or a liability, then, at the
time the asset or liability is recognised, the associated gains or losses on the
derivative that had previously been recognised in equity are included in the
initial measurement of the asset or liability. For hedges that do not result in
the recognition of an asset or a liability, amounts deferred in equity are
recognised in the income statement in the same period in which the hedged item
affects net profit or loss.
Changes in the fair value of derivative financial instruments that do not
qualify for hedge accounting are recognised in the income statement as they
arise.
Hedge accounting is discontinued when the hedging instrument expires or is sold,
terminated, or exercised, or no longer qualifies for hedge accounting. At that
time, any cumulative gain or loss on the hedging instrument recognised in equity
is retained in equity until the forecasted transaction occurs. If a hedged
transaction is no longer expected to occur, the net cumulative gain or loss
recognised in equity is transferred to net profit or loss for the period.
Provisions
Provisions are recognised when the Group has a present obligation as a result of
a past event, and it is probable that the Group will be required to settle that
obligation. Provisions are measured at the Directors' best estimate of the
expenditure required to settle the obligation at the balance sheet date, and are
discounted to present value where the effect is material.
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payment. In
accordance with the transitional provisions, IFRS 2 has been applied to all
grants of equity instruments after 7 November 2002 that were unvested at 1
January 2006.
The Group issues equity-settled share-based payments to certain employees
including share options with non market-based vesting conditions.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non market-based vesting conditions) at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group's
estimate of shares that will eventually vest and adjusted for the effect of non
market-based vesting conditions.
Fair value is measured by use of the Black-Scholes model. The expected life
used in the model has been adjusted, based on management's best estimate, for
the effects of non-transferability, exercise restrictions, and behavioural
considerations.
For certain share options which include market-related conditions, the fair
value is estimated using the Binomial model.
12. Copies of the financial statements
Copies of the financial statements will be made available on the Group's website
(www.clearspeed.com) or from the Company Secretary at the Company's registered
office:
3110 Great Western Court
Hunts Ground Road
Stoke Gifford
Bristol
BS34 8HP
This information is provided by RNS
The company news service from the London Stock Exchange
END
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