7 Apr 2008 07:00
Billing Services Group Limited07 April 2008 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Ireland, Australia or Japan, or any otherjurisdiction where to do so would constitute a violation of the relevant laws ofsuch jurisdiction. 7 April 2008 Billing Services Group Limited Results for the year ended 31 December 2007 Billing Services Group Limited ("BSG" or the "Company"), one of the world'sleading providers of clearing, settlement, payment and financial risk managementsolutions to the telecommunications industry, today announces its auditedresults for the twelve months ended 31 December 2007. Financial Highlights Note: Unless otherwise indicated, revenue and EBITDA figures below exclude the results of the wireless business, which was sold in December 2007 and is accordingly treated as a "discontinued operation." Net income, however, includes the results of discontinued operations, under applicable accounting rules. • EBITDA(1) increased by 17% to $30.2 million (2006: $25.9 million), despite a 6% decline in revenues. Excluding corporate overhead expenses, EBITDA was $37.5 million (2006: $37.3 million). • Net income of $27.4 million or $0.098 per share (2006: net loss of $19.1 million or $0.069 per share) was composed of the following: 2007 2006 (In millions) Loss from continuing operations $ (6.7) $ (4.2) Income (loss) from discontinued operations 5.5 (14.9) Gain on disposal of wireless business 28.6 - ___________________ Total $ 27.4 $ (19.1) • A 20 pence per share cash distribution was made in December 2007 following the sale of the wireless business. • Long-term debt was refinanced with a new $112.5 million term loan. (1) EBITDA (a non-GAAP measure) is computed as earnings before interest expense, income taxes, depreciation, amortization and other non-cash and/or non-recurring expenses Operational Highlights • Substantially completed transition of North American wireline business from pure LEC clearinghouse to full payment services provider. • Introduced advanced payment gateway incorporating Bill2PhoneTM, credit card processing, mobile phone payments and risk management services. Current Trading • Year-to-date results are in line with expectations. Commenting on the results, Pat Heneghan, Non-Executive Chairman, said: "We have successfully restructured both the group and our financial position andcontinue to enhance our market-leading position with innovative products andservices. Trading has reflected management's confidence in the business, and we are wellplaced for future development." ENQUIRIES: Billing Services Group Limited +1 210 949 7000Greg CarterChristopher R. Smith Evolution Securities Limited +44 (0)20 7071 4300Stuart Andrews The Hogarth Partnership +44 (0)79 7644 0048Julian Walker COMPANY STATEMENT 2007 was an eventful year with significant transitions. Key accomplishmentsincluded the following: • Achieved $30.2 million in EBITDA ($37.5 million before corporate overhead expenses), our principal criterion for earnings performance • Sold wireless business for $290 million • Effected a reduction in capital that resulted in a cash distribution of 20 pence per share to shareholders • Refinanced our debt with a new $112.5 million facility • Introduced our advanced payment gateway suite of payments services We generated $30.2 million in EBITDA, which compares favorably to the $25.9million of EBITDA generated in 2006. This is a result of successfullycompensating for the anticipated contraction of revenues in the North Americanwireline business with expense reductions. We also altered our strategic focus in 2007, most pointedly with the $290million sale of our wireless business. We bought the wireless business throughtwo acquisitions in 2005 and 2006. Both acquired companies surpassed ourfinancial expectations and held a bright future. One of our competitors,however, made an all cash offer at a level which both the Board and shareholdersunanimously approved. The sale of the wireless business, in tandem with a debt refinancing of thewireline business, enabled us to make a $118.2 million (£56.0 million) cashdistribution to shareholders in the form of a 20 pence per share reduction incapital. The successful recapitalization was accomplished in an extraordinarilyinhospitable credit environment. That speaks volumes about the quality of theCompany's business, particularly its predictability, stability and strong cashflow, as well as the credibility of our San Antonio management team. We now have a conservatively capitalized wireline business strategically focusedon complementary product offerings. In 2007, we introduced several new servicesunder our advanced payments gateway, which incorporates Bill2PhoneTM, creditcard processing, mobile phone payments and risk management services. Ourexpanded payments platform allows us to offer technologically sophisticatedsolutions meeting evolving customer needs. While these new payments productswill likely have a modest impact on revenue and earnings in the near term, weare optimistic about their long-term impact on shareholder value. During the past year, we also successfully resolved a regulatory issue with theUS Federal Trade Commission by entering into a $1.9 million settlement in which no wrongdoing was admitted. Current Trading and Prospects The Company's trading activities to date in 2008 are in line with expectations. We expect another solid performance from our wireline business in 2008. We willcontinue to focus on sales and operations, expense reduction, rapid debtamortization and all other means to create shareholder value. FINANCIAL REVIEW Please note that the sale of the wireless business had a major impact on thepresentation of our financial statements. Under applicable accounting rules,our revenues and operating expenses for both 2007 and 2006 do not include anycomponents from the divested wireless business. Instead, the net income or lossof the wireless business during our period of ownership is included in thestatements of operations as a single line item under "Discontinued operations." Financial Review of the Twelve Months Ended 31 December 2007 The results for the twelve months ended 31 December 2007 reflect treatment ofthe wireless business (sold in December 2007) as a discontinued operation.Accordingly, the revenues and expenses of the wireless business are reflected ina single line item under "Discontinued operations." The results for the twelvemonths ended 31 December 2006 include six months' operations of VoiceLog's thirdparty verification business (acquired 30 June 2006) and one month of operationsof VeriSign's toll clearinghouse (acquired 1 December 2006). BSG's consolidated financial statements are prepared in accordance withgenerally accepted accounting principles in the United States ("US GAAP").The financial statements included herein should be read in conjunction with thenotes incorporated in the audited financial statements. Statement Summary Revenues. North American revenues are derived primarily from fees charged towireline service providers for data clearing, financial settlement, informationmanagement, payment and financial risk management, third party verification andcustomer service functions. Cost of Services and Gross Profit. BSG's cost of services primarily includesfees charged by local exchange carriers ("LECs") for billing and collectionservices. Such fees are assessed for each record submitted and for each billrendered to end-user customers. BSG charges its customers a negotiated fee forLEC services. Accordingly, gross profit generated is generally dependent upontransaction volume, processing fees charged per transaction and any differentialbetween the LEC fees charged to customers by BSG and the related fees charged toBSG by LECs. Cash Operating Expenses. Cash operating expenses include all selling,marketing, customer service, facilities and administrative costs (includingpayroll and related expenses) incurred in support of operations and settledthrough the payment of cash. Depreciation and Amortization. Depreciation expense applies to software,furniture and fixtures, telecommunications and computer equipment. Amortizationexpense relates to definite-lived intangible assets that are amortized inaccordance with SFAS No. 142 "Goodwill and Other Intangible Assets." Theseassets consist primarily of contracts with our customers, the LECs andtrademarks. The assets are depreciated or amortized over their respectiveuseful lives. In addition, deferred finance fees are amortized over the term ofthe related loans. Comparison of Results for Year Ended 31 December 2007 to Year Ended 31 December2006 Total Revenues. Total revenues of $127.5 million in 2007 were $8.6 million, or6.3%, lower than the $136.1 million of revenues recorded during the year endedDecember 31, 2006. The $8.6 million decline resulted primarily from a volumedecline of $7.2 million from the Company's largest customer. The related impacton aggregate gross profit was modest, however, as aggregate service fees paid bythe Company's largest customer were subject to a contractual "cap." As aresult, changes in revenue from that customer had a substantially reduced impacton gross profit. Cost of Services and Gross Profit. The Company's cost of services in 2007 was$72.6 million, compared to $79.8 million in 2006. The $7.2 million, or 9.1%,reduction in cost of services reflected lower billing and collection fees fromLECs on the related lower transaction volume. The Company's gross profit was$54.9 million in 2007, compared to $56.2 million in 2006. The Company's grossprofit margin in 2007 was 43.1%, which compares favorably to 41.3% in 2006. The 1.8 percentage point increase resulted from a change in revenue components with proportionately more revenue arising from (i) customers with more favorableservice fees and (ii) higher margin offerings such as third party verificationservices. Recurring Cash Operating Expenses. Cash operating expenses were $24.7 million in2007, compared to $30.3 million in 2006. The $5.6 million, or 18.6%,improvement largely reflects personnel reductions, office closures and savingsfrom outsourced customer service functions. Cash operating expenses forcorporate overhead were $7.3 million in 2007 and $11.4 million in 2006. Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"). TheCompany generated $30.2 million of EBITDA in 2007, compared to $25.9 million in2006. Excluding corporate overhead expenses, EBITDA was $37.5 million in 2007,compared to $37.3 million in 2006. Depreciation and Amortization Expense. Depreciation and amortization expensein 2007 totaled $12.8 million, compared to $9.9 million in 2006. The $2.9million increase resulted from additional depreciation on internally developedsoftware which was put into service at the beginning of 2007 and the inclusionof a full year's charge for depreciation and amortization within business unitsacquired during 2006. Goodwill was neither amortized nor impaired in eitherperiod; however, the Company made adjustments to reduce goodwill by $3.6 millionto adjust third-party payables acquired in a previous acquisition, net ofrelated income taxes. FTC Settlement Costs. During 2007, the Company recorded a $5.6 million expenserelated to litigation initiated by the U.S. Federal Trade Commission. Thelitigation was finalized in 2008. The expense recorded in 2007 reflects both the settlement amount and related legal expenses. Due to its non-recurring nature, this expense is not included as a deduction to earnings for purposes ofcalculating EBITDA. Loss on Impairment. In 2007, the Company recognized a $1.3 million impairmentcharge on internally developed software. Due to its non-recurring nature, thisexpense is not included as a deduction to earnings for purposes of calculatingEBITDA. Restructuring and Nonrecurring Expenses. During 2006, the Company recorded $4.5million of restructuring and nonrecurring charges related to a cost reductionprogram and a refocusing of its business strategy. Restructuring charges of$2.8 million primarily consisted of severance and related compensation costspaid or reserved for terminated employees and lease termination fees.Nonrecurring expenses of $1.7 million primarily included fees and expenses paidto professional advisory firms for uncompleted acquisitions. In 2007, theCompany reversed $0.4 million of restructuring expense based on actualexpenditures compared to reserves at December 31, 2006. Neither the 2006expenses nor the 2007 reversals were included as a deduction or addition to earnings for purposes of calculating EBITDA. Stock-based Compensation Expense. Stock-based compensation expense in 2007 was$1.4 million, compared to $1.5 million in 2006. During 2006, the Companyadopted FASB Statement No. 123(R), which provides for recognition of non-cashcompensation expense for stock options. Given that this expense is a non-cashcharge, it is not included as a deduction to earnings for purposes ofcalculating EBITDA. Interest Expense. Interest expense of $13.0 million in 2007 included $0.4million of debt extinguishment costs. Interest expense of $13.6 million in 2006included $0.8 million of debt extinguishment costs. Excluding debtextinguishment costs, interest expense in 2007 was $0.2 million lower than in2006, largely as the result of lower market interest rates. Write-off of Deferred Finance Costs. In 2007, the Company wrote off $3.0million of deferred finance costs incurred in connection with debt arranged in2006. In 2006, the Company wrote off $4.5 million of deferred finance costsincurred in connection with debt arranged in 2005. Because the cash amountassociated with these deferred finance costs was incurred in the year the debtwas arranged, the expense is not included as a deduction to earnings forpurposes of calculating EBITDA. New Debt Facilities In December 2007, the Company refinanced its debt by entering into a new creditagreement providing $112.5 million of secured term loans. The Company was in compliance with all covenants under its credit agreementsduring 2007. Changes in Cash BSG's unrestricted cash balance at 31 December 2007 was $33.1 million comparedto $41.0 million at 31 December 2006. The $7.9 million decline in unrestrictedcash is largely attributable to the sale of the wireless business, which held$15.0 million of cash at 31 December 2006. The $15.0 million decline in cashresulting from the sale of the wireless business was offset by $7.1 million ofincreases in cash at the remaining business units, principally the NorthAmerican wireline business. Capital Expenditures During 2007, the Company incurred capital expenditures of $4.3 million,including capitalized interest of $0.1 million. Capital expenditures arerelated to the costs of ongoing software development projects, purchases oftelecommunications and computer equipment and capitalized interest. Capitalexpenditures totaled $6.2 million in 2006, including capitalized interest of$2.2 million. The $1.9 million reduction is largely attributable to completionat the end of 2006 of a multi-year software development project. Cash Flow for the Year Ended 31 December 2007 Cash flow from operating activities. Net cash provided from operatingactivities was $10.9 million, largely attributable to $9.4 million ofamortization, $4.0 million of depreciation, a $3.0 million write-off of deferredfinancing fees, $1.4 million in stock-based non-cash compensation expense, a$1.3 million impairment loss, a $1.2 million equity in a loss from an investmentand a $1.1 million decrease in accounts receivable, offset by a $6.7 million netloss from continuing operations, a $2.6 million increase in income taxesreceivable and a $1.1 million reduction in the provision for deferred taxes. Cash flow from investing activities. Cash provided by investing activities was$126.5 million during 2007. Net cash provided primarily included $132.7 millionof proceeds from the sale of the wireless business, offset by $4.3 million ofcapital expenditures and $2.1 million for the deferred purchase price ofacquired businesses. Cash flow from financing activities. Cash used in financing activities was$157.8 million in 2007. Net cash used largely reflected $118.2 million indistributions (reduction in capital) paid to shareholders, a $33.1 million netreduction in long-term debt and $7.0 million transferred to restricted cash. ************** A copy of this statement, along with the consolidated financial statements ofBilling Services Group Limited for the years ended December 31, 2007 and 2006 may be found on the Company's website (www.bsgclearing.com) under "News & Events," "Investor Relations." A copy of this statement is being sent to all shareholders and copies areavailable from BSG's Nominated Advisor at the address below: Billing Services Group Limited c/o Evolution Securities Limited100 Wood StreetLondon EC2V 7ANUnited Kingdom Billing Services Group Limited Consolidated Balance Sheets (In thousands, except shares) December 31 2007 2006 __________________________Assets Current assets:Cash and cash equivalents $ 33,129 $ 40,951 Restricted cash 7,858 930 Accounts receivable 20,664 30,656 Purchased receivables 19,932 20,094 Income tax receivable 3,414 2,726 Prepaid expenses and other current assets 649 1,836 Deferred taxes - current 2,534 8,200 __________________________ Total current assets 88,180 105,393 Property, equipment and software 32,683 66,494Less accumulated depreciation and amortization 10,387 15,074 __________________________ Net property, equipment and software 22,296 51,420 Investment at equity - 1,230Deferred finance costs, net of accumulated amortization of $10 and $830 at December 31, 2007 and 2006, respectively 1,336 5,959 Intangible assets, net of accumulated amortization of $32,981 and $38,249 at December 31, 2007 and 2006, respectively 60,794 97,990Goodwill 40,063 226,773Other assets 408 1,200 __________________________ Total assets $ 213,077 $ 489,965 ========================== Billing Services Group Limited Consolidated Balance Sheets (continued) (In thousands, except shares) December 31 2007 2006 __________________________Liabilities and shareholders' equityCurrent liabilities: Trade accounts payable $ 11,665 $ 13,184 Third-party payables 59,655 66,074 Accrued liabilities 15,701 20,603 Current portion of long-term debt 11,250 11,011 Purchase price payable - 2,265 ___________________________ Total current liabilities 98,271 113,137 Long-term debt, net of current portion and unamortized original issue discount of $4,467 at December 31, 2007 96,783 240,944Pension liabilities - 5,062Deferred taxes - noncurrent 7,385 19,681Other liabilities 7,470 7,235 __________________________ Total liabilities 209,909 386,059 Commitments and contingencies Shareholders' equity: Common stock, $0.59446 and $1 par value at December 31, 2007 and December 31, 2006, respectively; 350,000,000 shares authorized and 279,863,248 shares issued and outstanding 166,368 279,863 Additional paid-in capital (deficit) (174,824) (171,471) Retained earnings (deficit) 11,677 (15,689) Accumulated other comprehensive (loss) income (53) 11,203 __________________________ Total shareholders' equity 3,168 103,906 __________________________ Total liabilities and shareholders' equity $ 213,077 $ 489,965 ========================== See accompanying notes. Billing Services Group Limited Consolidated Statements of Operations (In thousands, except per share amounts) Years Ended December 31 2007 2006 __________________________ Operating revenues $ 127,494 $ 136,062Cost of services 72,583 79,830 __________________________ Gross profit 54,911 56,232 Selling, general, and administrative expenses 24,662 30,287Depreciation and amortization expense 12,802 9,855FTC settlement costs 5,564 -Impairment loss 1,307 -Restructuring expense (402) 2,839Stock-based compensation expense 1,388 1,523Other nonrecurring expenses (34) 1,737 __________________________ Operating income 9,624 9,991 Other income (expense): Interest expense, net of $146 and $1,513 capitalized in 2007 and 2006, respectively (12,971) (13,631) Settlement and mark-to-market of derivatives (3,217) 768 Write-off of deferred finance costs (2,954) (4,474) Interest income 2,182 2,528 Equity in loss from investment (1,230) (205) Other (expense) income, net (235) 142 __________________________ Total other expense, net (18,425) (14,872) __________________________ Loss from continuing operations before income taxes (8,801) (4,881) Income tax benefit (2,092) (729) __________________________ Loss from continuing operations (6,709) (4,152) Billing Services Group Limited Consolidated Statements of Operations (continued) (In thousands, except per share amounts) Years Ended December 31 2007 2006 __________________________Discontinued operations: Income (loss) from operations of BSG Luxembourg (net of tax expense (benefit) of $470 and $(3,402) in 2007 and 2006, respectively) $ 5,507 $ (14,948) Gain on disposal (net of taxes of $) 28,568 - __________________________ Net income (loss) $ 27,366 $ (19,100) ========================== Net income (loss) per basic and diluted share: Continuing operations $ (0.024) $ (0.015) Discontinued operations 0.122 (0.054) __________________________ Net income (loss) per share $ 0.098 $ (0.069) ========================== Weighted average shares outstanding 279,863 275,711 ========================== See accompanying notes. Billing Services Group Limited Consolidated Statements of Changes in Shareholders' Equity (In thousands) Number of Common Additional Retained Accumulated Total Shares Stock Paid-In Earnings Other Deficit (Deficit) Comprehensive Income (Loss) _______________________________________________________________________________ Shareholders' equity, December 31, 2005 254,604 $ 254,604 $ (187,733) $ 3,411 $ (3,751) $ 66,531 Issuance of common stock in exchange for shares of United Clearing Limited 25,112 25,112 14,723 - - 39,835 Proceeds from the sale of common stock 147 147 16 - - 163 Stock-based compensation expense recognized in earnings - - 1,523 - - 1,523 Adoption of FASB Statement 158, net of taxes of $102 - - - - 177 177 Net loss - - - (19,100) - (19,100) Translation adjustment - - - - 15,295 15,295 Derivative loss, net of taxes of $278 - - - - (518) (518) ___________ Total comprehensive loss (4,323) _______________________________________________________________________________ Shareholders' equity, December 31, 2006 279,863 279,863 (171,471) (15,689) 11,203 103,906 Reduction in par value - (113,495) 113,495 - - - Stock-based compensation expense recognized in earnings - - 1,388 - - 1,388 Distribution in the form of a reduction of capital - - (118,236) - - (118,236) Translation adjustment - - - - 10,086 10,086 Transfer of cumulative other comprehensive income related to translation gains and FASB Statement 158 of BSG Luxembourg - - - - (21,169) (21,169) Net income - - - 27,366 - 27,366 Derivative loss, net of taxes of $92 - - - - (173) (173) ___________ Total comprehensive income 16,110 _______________________________________________________________________________ Shareholders' equity, December 31, 2007 279,863 $ 166,368 $ (174,824) $ 11,677 $ (53) $ 3,168 ==============================================================================See accompanying notes. Billing Services Group Limited Consolidated Statements of Cash Flows (In thousands) Years Ended December 31 2007 2006 __________________________ Operating activitiesNet income (loss) $ 27,366 $ (19,100)Less: (income) loss from discontinued operations, net (34,075) 14,948 __________________________ Net loss from continuing operations (6,709) (4,152)Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 4,027 1,711 Amortization of intangibles 8,665 8,033 Amortization of deferred finance costs 721 869 Write-off of deferred finance costs 2,954 4,474 Impairment loss 1,307 - Equity in loss from investment 1,230 205 Stock-based compensation expense 1,388 1,523 Changes in operating assets and liabilities: Decrease in accounts receivable 1,064 775 Increase in income taxes receivable (2,578) (326) Decrease in prepaid expenses and other assets 865 503 Decrease in trade accounts payable (574) (2,280) Decrease in third-party payables (983) (12,051) Increase in accrued liabilities 618 1,716 Provision for deferred taxes (1,090) 1,967 Decrease in other liabilities (31) (4,058) __________________________ Net cash provided by (used in) operating activities 10,874 (1,091) Investing activitiesProceeds from sale of BSG Luxembourg, net of cash retained by BSG Luxembourg 132,749 -Purchase of VoiceLog (1,276) (15,083)Purchase of VeriSign toll clearinghouse (775) (930)Purchases of property, equipment and software, including $146 and $2,152 of capitalized interest in 2007 and 2006, respectively (4,327) (6,169)Net receipts on purchased receivables 162 2,900 __________________________ Net cash provided by (used in) investing activities 126,533 (19,282) Billing Services Group Limited Consolidated Statements of Cash Flows (continued) (In thousands) Years Ended December 31 2007 2006 __________________________ Financing activitiesProceeds from the sales of common stock $ - $ 163Borrowings of long-term debt 108,000 157,500Payments on long-term debt (141,063) (148,637)Payments on note payable - (38)Distributions paid (118,236) -Net receipts (payments) on BSG Luxembourg receivables 1,952 (14,173)Restricted cash (6,928) (930)Financing costs (1,478) (3,976) __________________________ Net cash used in financing activities (157,753) (10,091) Cash flows provided by (used in) discontinued operations: Net cash provided by operating activities 20,145 8,964 Net cash used in investing activities (5,446) (4,551) Net cash (used in) provided by financing activities (2,817) 15,749 Effect of exchange rate changes on cash 637 1,003 __________________________ Net cash provided by discontinued operations 12,519 21,165 Effect of exchange rate changes on cash 5 (97) __________________________ Net decrease in cash and cash equivalents (7,822) (9,396)Cash and cash equivalents at beginning of year 40,951 50,347 __________________________ Cash and cash equivalents at end of year $ 33,129 $ 40,951 ========================== Supplemental cash informationCash paid during the year for: Interest $ 11,896 $ 11,389 ========================== Taxes $ 950 $ - ========================== Noncash investing and financing activitiesAdjustment to goodwill and third-party payables, net of tax effect $ 3,649 $ - ========================== Derivative loss, net of tax benefit of $92 $ (173) $ - ========================== Purchase price payable for VoiceLog and VeriSign toll clearing house $ (155) $ 2,265 ========================== Increase in common stock in exchange for shares of United Clearing Limited $ - $ 39,835 ========================== See accompanying notes. Billing Services Group Limited Notes to Consolidated Financial Statements December 31, 2007 and 2006 1. Organization and Summary of Significant Accounting Policies Organization Billing Services Group Limited (the "Company" or "BSG Limited") commencedoperations effective with the completion of its admission to AiM (a marketoperated by the London Stock Exchange plc) on June 15, 2005. The Company wasformed to succeed to the business of Billing Services Group, LLC ("BSG LLC") andits subsidiaries. The Company is a leading provider of clearing and settlement,payment services, and financial risk management solutions to communicationsservice providers. The Company was incorporated and registered in Bermuda on May13, 2005. Principles of Consolidation At December 31, 2007, the Company's consolidated financial statements includethe accounts of the Company and its subsidiaries, Billing Services Group NorthAmerica, Inc. ("BSG North America") and its respective subsidiaries. At December31, 2006, the accompanying consolidated financial statements include all of theaccounts of the Company and its subsidiaries, BSG North America, BillingServices Group Luxembourg S.a.r.l. ("BSG Luxembourg"), BSG Clearing SolutionsAsia Limited ("BSG Asia"), and their respective subsidiaries. All significantintercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include all cash and highly liquid investments withoriginal maturities of three months or less. The Company holds cash and cashequivalents at several major financial institutions in amounts which oftenexceed Federal Deposit Insurance Corporation ("FDIC") insured limits for UnitedStates deposit accounts. The Company minimizes this risk by placing its cashwith higher credit quality financial institutions. The Company has entered intocontrol agreements with its lenders and certain financial institutions coveringcertain of its deposit accounts. Purchased Receivables The Company offers participation in advance funding arrangements to certain ofits United States-based customers. Under the terms of the arrangements, theCompany purchases the customer's accounts receivable for an amount equal to theface amount of the call record value submitted to the local exchange carriers ("LECs") by the Company, less various items including financing fees, LEC charges, rejects, and other similar items. The Company advances 15% to 80% of the purchased amount and charges financing fees at rates up to 4% per annum over prime (11.25% per annum at December 31, 2007) to the customer until the funds are received from the LECs. The face amount of the call record value is recorded as purchased receivables in the consolidated balance sheets. Financial Instruments Due to their short maturity, the carrying amounts of accounts and purchasedreceivables, accounts payable, and accrued liabilities approximated their fairvalues at December 31, 2007 and 2006. Concentration of Credit Risk and Significant Customers At December 31, 2007, ten customers represented approximately 33% of accountsreceivable, and ten customers represented approximately 78% of outstandingpurchased receivables. At December 31, 2006, one customer representedapproximately 10% of accounts receivable, ten customers representedapproximately 34% of accounts receivable, and ten customers representedapproximately 82% of outstanding purchased receivables, all with respect tocontinuing operations. Credit risk with respect to trade accounts receivablegenerated through billing services from continuing operations is limited as theCompany collects its fees through receipt of cash directly from the LECs. Thecredit risk with respect to the purchase of accounts receivable is reduced asthe Company only advances 15% to 80% of the gross accounts receivable purchased.Management evaluates accounts receivable balances on an ongoing basis andprovides allowances as necessary for amounts estimated to eventually becomeuncollectible. In the event of complete nonperformance of accounts receivable,the maximum exposure to the Company is the recorded amount shown on the balancesheet. During the year ended December 31, 2007, twenty customers representedapproximately 52% of consolidated continuing revenues. During the year endedDecember 31, 2006, one customer represented approximately 13% of consolidatedcontinuing revenues and twenty customers represented approximately 50% ofconsolidated continuing revenues. Property, Equipment and Software Property, equipment and software are primarily composed of furniture andfixtures, office equipment, computer equipment and software, and leaseholdimprovements, including capitalized interest, which are recorded at cost. Thecost of additions and substantial improvements to property and equipment,including software being developed for internal use, is capitalized. The cost ofmaintenance and repairs of property and equipment is charged to operatingexpenses. Property, equipment and software are depreciated using thestraight-line method over their estimated useful lives, which range from threeto seven years. Leasehold improvements are depreciated over the shorter of thelease term or the estimated useful life of the asset. Upon disposition, the costand related accumulated depreciation are removed from the accounts, and theresulting gain or loss is reflected in other income (expense) for that period. Capitalized Software Costs The Company capitalizes the cost of internal-use software that has a useful lifein excess of one year. These costs consist of payments made to third parties andthe salaries of employees working on such software development. Subsequentadditions, modifications, or upgrades to internal-use software are capitalizedonly to the extent that they allow the software to perform a task it previouslydid not perform. Software maintenance and training costs are expensed in theperiod in which they are incurred. The Company also develops software used in providing services. These softwaredevelopment costs are capitalized once technological feasibility of the softwarehas been established. Costs incurred prior to establishing technologicalfeasibility are expensed as incurred. Technological feasibility is establishedwhen the Company has completed all planning and high-level design activitiesthat are necessary to determine that a product can be produced to meet itsdesign specifications, including functions, features, and technical performancerequirements. Capitalization of costs ceases when a product is available forgeneral use. Completed capitalized software development costs, including capitalizedinterest, are transferred to computer software and are then depreciated usingthe straight-line method over their estimated useful lives, which generallyrange from four to seven years. For the years ended December 31, 2007 and 2006,the Company capitalized $2.9 million and $4.5 million, respectively, of softwaredevelopment costs. During 2007 and 2006, the Company transferred $20.3 millionand $1.8 million, respectively, of completed software development costs tocomputer software. Additionally, in 2007, the Company wrote off $1.3 millionrelated to the impairment of certain software and transferred $2.1 million ofsoftware to BSG Luxembourg. Depreciation expense on completed capitalizedsoftware related to continuing operations was $3.0 million and $0.3 million forthe years ended December 31, 2007 and 2006, respectively. As of December 31,2007 and 2006, the Company had undepreciated software costs of $17.5 million and$1.5 million, respectively, related to continuing operations. Purchase Accounting The Company accounts for its business acquisitions under the purchase method ofaccounting. The total cost of acquisitions is allocated to the underlyingidentifiable net assets, based on their respective estimated fair valuesgenerally resulting from a third-party valuation performed at the Company'srequest. The excess of the purchase price over the estimated fair values of thenet assets acquired is recorded as goodwill. Determining the fair value ofassets acquired and liabilities assumed requires management's judgment and ofteninvolves the use of significant estimates and assumptions, including assumptionswith respect to future cash inflows and outflows, discount rates, asset lives,and market multiples, among other items. In addition, reserves have beenestablished on the Company's balance sheets related to acquired liabilitiesbased on assumptions made at the time of acquisition. The Company evaluates thereserves on a regular basis to determine the adequacies of the amounts. Goodwill The Company accounts for goodwill in accordance with Statement of FinancialAccounting Standards ("Statement") 142, Goodwill and Other Intangible Assets.Statement 142 addresses financial accounting and reporting for acquired goodwilland other intangible assets and supersedes Accounting Principles Board ("APB")Opinion No. 17, Intangible Assets. Statement 142 established new accountingguidelines for goodwill and other intangible assets recorded in businesscombinations. Goodwill represents the excess of the purchase price over the fair value ofidentifiable net assets acquired in business combinations. Goodwill is reviewedannually for potential impairment, or more frequently, if events or changes incircumstances indicate that the assets might be impaired. An impairment mayexist when the carrying amount of net assets exceeds its implied fair value. Long-Lived Assets The Company accounts for the impairment and disposition of long-lived assets inaccordance with Statement 144, Accounting for the Impairment or Disposal ofLong-Lived Assets. In accordance with Statement 144, long-lived assets arereviewed when events or changes in circumstances indicate that their carryingvalue may not be recoverable. These evaluations include comparing the futureundiscounted cash flows of such assets to the carrying value. If the carryingvalue exceeds the future undiscounted cash flows, the assets are written down totheir fair value. During 2007, the Company evaluated the ongoing value of capitalized softwareassociated with one of its product offerings. Based on this evaluation, theCompany determined that software with a $1.3 million carrying value was nolonger recoverable, and accordingly recorded an impairment charge of $1.3million. Fair value was based on expected future cash flows to be generated bythe product, discounted at the risk-free rate of interest. Third-Party Payables The Company's North American operations provide clearing, settlement, payment,and financial risk management solutions to telecommunications and other serviceproviders (customers) through billing agreements with LECs, which maintain thecritical database of end-user names and addresses of the billed parties. TheCompany receives individual call records from various telecommunications andother service providers and processes and sorts the records for transmittal tovarious LECs. Invoices to end-users are generated by the LECs, and the collectedfunds are remitted to the Company, which in turn remits these funds, net offees, reserves, and other charges to its customers. These reserves represent cash withheld from customers to satisfy futureobligations on behalf of the customers. The obligations consist of bad debt,sales and excise taxes, and other miscellaneous charges. The Company recordstrade accounts receivable and service revenue for fees charged to process thecall records. When the Company collects funds from the LECs, the Company's tradereceivables are reduced by the amount corresponding to the processing fees,which are retained by the Company. The remaining funds due to its customers are recorded as liabilities andreported in third-party payables in the consolidated balance sheets. The Companyalso retains a reserve from its customers' settlement proceeds to cover theLECs' bad debts, billing fees, and sales taxes. Revenue Recognition The Company provides its services to telecommunications and other serviceproviders through billing arrangements with network operators. Within itsclearing and settlement business, the Company recognizes revenue from itsservices when its customers' records are processed and accepted by the Company.For its third-party verification business, the Company recognizes revenue whenservices are rendered. Earnings Per Share The Company computes earnings per share under the provisions of Statement 128,Earnings per Share, whereby basic earnings per share is computed by dividing netincome or loss attributable to common shareholders by the weighted averagenumber of shares of common stock outstanding during the applicable period.Diluted earnings per share is determined in the same manner as basic earningsper share except that the number of shares is increased to assume exercise ofpotentially dilutive stock options using the treasury stock method, unless theeffect of such increase would be anti-dilutive. For the years ended December 31,2007 and 2006, the diluted earnings per share amounts equal basic earnings pershare because the exercisability of the outstanding stock options is based uponmarket conditions that have not been met as of the end of the reporting year. Advertising Costs The cost of advertising is expensed as incurred. The Company incurred $0.2million and $0.6 million in advertising costs from continuing operations for theyears ended December 31, 2007 and 2006, respectively. Income Taxes The Company accounts for income taxes under Statement 109, Accounting for IncomeTaxes. Under Statement 109, deferred taxes are recognized using the liabilitymethod and tax rates are applied to cumulative temporary differences based onwhen and how they are expected to affect the tax return. The Company is not subject to tax on profits, income or capital gains inBermuda. For U.S. tax purposes, the Company has elected to be treated as apartnership. Subject to local tax regulations, shareholders may be required toreport their allocable share of the Company's income, deductions, gain, or losson their respective tax returns. The Company's U.S. subsidiaries file a consolidated federal income tax returnwith their U.S. parent, BSG North America. The U.S. subsidiaries pay theirproportionate share of the taxes to BSG North America, which is ultimatelyliable for the payment of the taxes to the Internal Revenue Service. TheCompany's other subsidiaries file separate income tax returns with theapplicable tax authorities. In July 2006, the Financial Accounting Standards Board ("FASB") issued FASBInterpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes,which clarifies the accounting treatment of uncertain tax positions in thefinancial statements in accordance with Statement 109, Accounting for IncomeTaxes. FIN 48 provides guidance on the financial statement recognition andmeasurement of a tax position taken or expected to be taken in a tax return. FIN48 also provides guidance on de-recognition, classification, interest andpenalties, accounting in interim periods, and required disclosures. The newprovision was adopted by the Company on January 1, 2007 and did not result inrecording any additional liability on its consolidated financial statements. Stock-Based Compensation The Company has a stock-based employee compensation plan, which is describedmore fully in Note 14. Prior to January 1, 2006, the Company accounted for itsplan under the recognition and measurement provisions of APB Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations, aspermitted by Statement 123, Accounting for Stock-Based Compensation. EffectiveJanuary 1, 2006, the Company adopted the fair value recognition provisions ofStatement No. 123(R), Share-Based Payment, using themodified-prospective-transition method. Under that transition method,compensation cost recognized includes: (a) compensation cost for all share-basedpayments granted prior to but not yet vested as of January 1, 2006, based on thefair value estimated in accordance with the original provisions of Statement123, and (b) compensation cost for all share-based payments granted subsequentto January 1, 2006, based on the grant-date fair value estimated in accordancewith the provisions of Statement 123(R). Derivative Instruments and Hedging Activities Statement 133, Accounting for Derivative Instruments and Hedging Activities,requires the Company to recognize all of its derivative instruments as eitherassets or liabilities in the consolidated balance sheet at fair value. Theaccounting for changes in the fair value of a derivative instrument depends onwhether it has been designated and qualifies as part of a hedging relationship,and further, on the type of hedging relationship. For derivative instrumentsthat are designated and qualify as hedging instruments, the Company mustdesignate the hedging instrument, based upon the exposure being hedged, as afair value hedge, cash flow hedge, or a hedge of a net investment in a foreignoperation. The Company formally documents all relationships between hedginginstruments and hedged items, as well as its risk management objectives andstrategies for undertaking various hedge transactions. The Company formallyassesses, both at inception and at least quarterly thereafter, whether thederivatives that are used in hedging transactions are highly effective inoffsetting changes in either the fair value or cash flows of the hedged item. Ifa derivative ceases to be a highly effective hedge, the Company discontinueshedge accounting. The Company does not enter into derivative instruments forspeculation or trading purposes. See Note 8 for a discussion of the Company'sspecific derivative instruments and hedging activities. Foreign Currency Results of operations for foreign subsidiaries are translated into U.S. dollarsusing the average exchange rates during the year. The assets and liabilities ofthose subsidiaries are translated into U.S. dollars using the exchange rates atthe balance sheet date. The related translation adjustments are recorded in aseparate component of shareholders' equity, "accumulated other comprehensiveincome (loss)." Foreign currency transaction gains and losses are included inoperations. Liquidity At December 31, 2007, the Company had a working capital deficit. Managementbelieves the Company will generate sufficient cash flows to fund its operationsthrough December 2008. However, material shortfalls or variances fromanticipated performance or unforeseen expenditures could require the Company toseek alternative sources of capital or to limit expenditures for operating orcapital requirements. If such a shortfall should occur, the Company has theintent and the ability to take the necessary actions to preserve its liquidity. Use of Estimates The preparation of financial statements in conformity with accounting principlesgenerally accepted in the United States requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities andthe disclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates. Reclassifications Certain prior year balances have been reclassified in order to conform to thecurrent financial statement presentation. Reclassifications include the breakoutof restricted cash into its own line item and the breakout of all income andexpense amounts related to BSG Luxembourg operations into discontinuedoperations. New Accounting Standards and Disclosures In September 2006, the FASB issued Statement No. 157, Fair Value Measurements ("Statement 157"). Statement 157 defines fair value, establishes a framework formeasuring fair value and expands disclosure requirements for fair valuemeasurements. Statement 157 applies whenever other standards require (or permit)assets or liabilities to be measured at fair value. Statement 157 does notexpand the use of fair value in any new circumstances. Effective January 1,2008, companies will need to apply the recognition and disclosure provisions ofStatement 157 for financial assets and financial liabilities and fornonfinancial assets and nonfinancial liabilities that are remeasured at leastannually. The effective date in Statement 157 is delayed for one year forcertain nonfinancial assets and nonfinancial liabilities, except those that arerecognized or disclosed at fair value in the financial statements on a recurringbasis (at least annually). The Company is currently evaluating the impact ofadopting Statement 157 on its financial position or results of operations, butit expects the impact, if any, to be immaterial. Statement of Financial Accounting Standards No. 141(R), Business Combinations ("Statement 141(R)"), was issued in December 2007. Statement 141(R) requires thatupon initially obtaining control, an acquirer will recognize 100% of the fairvalues of acquired assets, including goodwill, and assumed liabilities, withonly limited exceptions, even if the acquirer has not acquired 100% of itstarget. Additionally, contingent consideration arrangements will be fair valuedat the acquisition date and included on that basis in the purchase priceconsideration and transaction costs will be expensed as incurred. Statement 141(R) also modifies the recognition for preacquisition contingencies, such asenvironmental or legal issues, restructuring plans and acquired research anddevelopment value in purchase accounting. Statement 141(R) amends Statement ofFinancial Accounting Standards No. 109, Accounting for Income Taxes, to requirethe acquirer to recognize changes in the amount of its deferred tax benefitsthat are recognizable because of a business combination either in income fromcontinuing operations in the period of the combination or directly incontributed capital, depending on the circumstances. Statement 141(R) iseffective for fiscal years beginning after December 15, 2008. Adoption isprospective and early adoption is not permitted. The Company expects to adoptStatement 141(R) on January 1, 2009. Statement 141(R)'s impact on accounting forbusiness combinations is dependent upon acquisitions following adoption. Statement of Financial Accounting Standards No. 159, The Fair Value Option forFinancial Assets and Financial Liabilities - including an amendment of FASBStatement No. 115 ("Statement 159"), was issued in February 2007. Statement 159permits entities to choose to measure at fair value many financial instrumentsand certain other items that are not currently required to be measured at fairvalue. Statement 159 also establishes presentation and disclosure requirementsdesigned to facilitate comparisons between entities that choose differentmeasurement attributes for similar types of assets and liabilities. Statement159 does not affect any existing accounting literature that requires certainassets and liabilities to be carried at fair value. Statement 159 does noteliminate disclosure requirements included in other accounting standards,including requirements for disclosures about fair value measurements included inStatements No. 157, Fair Value Measurements, and No. 107, Disclosures about FairValue of Financial Instruments. Statement 159 is effective as of the beginningof an entity's first fiscal year that begins after November 15, 2007. TheCompany does not anticipate adoption to materially impact its financial positionor results of operations. 2. Acquisitions and Dispositions EDS Interoperator Services On August 15, 2005, the Company, through its newly formed subsidiary, BSGLuxembourg, acquired all of the stock of EDS Interoperator Services GmbH, aGerman limited liability company ("BSG Germany") for a purchase price of $184.0million, including closing costs of $0.8 million. The transaction resulted inintangible assets and goodwill having an original value of $176.0 million,consisting of customer contracts of $33.4 million and goodwill of $142.6million. United Clearing Limited Effective March 1, 2006, the Company, through BSG Luxembourg, completed theacquisition of all of the issued and to be issued share capital of UnitedClearing Limited, a United Kingdom public company, through the issuance of25,111,759 shares of the Company's common stock, the payout of $2.2 million forclosing costs and the buyout of the outstanding United Clearing Limited stockoptions. The Company's common shares issued were recorded based upon their fairmarket value at the effective date of the acquisition. The acquisition was accounted for by the purchase method of accounting andaccordingly, the purchase price has been allocated to the assets acquired andliabilities assumed based on their estimated fair value. The results ofoperations have been included in the consolidated statements of operations sinceMarch 1, 2006. The transaction resulted in intangible assets and goodwill havingan original value of $34.8 million, consisting of customer relationships of $6.0million and goodwill of $28.8 million. The following table summarizes the estimated fair values of the assets acquiredand liabilities assumed at the date of purchase: (In thousands) Cash $ 9,399Other current assets 891Property, equipment and software 808Intangible assets 5,976Goodwill 28,753 ____________ Total assets acquired 45,827 Current liabilities assumed 3,739 ____________ Net assets acquired $ 42,088 ============ VoiceLog, LLC On June 30, 2006, the Company, through its newly formed subsidiary, BSG TPV,LLC, acquired VoiceLog, LLC's third-party verification business for a purchaseprice of $16.4 million, including closing costs of $84,000. At closing, theCompany paid $15.1 million with the remaining amount of $1.3 million payabledependent upon the achievement of minimum revenue levels under one customer'scontract and the finalization of a working capital adjustment. During 2007, theCompany paid the remaining purchase price of $1.3 million. The purchase pricewas paid in cash and was accounted for by the purchase method of accounting.Accordingly, the purchase price has been allocated to the assets acquired andliabilities assumed based on their estimated fair value. The results ofoperations have been included in the consolidated statements of operations sinceJuly 1, 2006. The transaction resulted in intangible assets and goodwill havingan adjusted value of $13.2 million, consisting of customer relationships of $6.1million and goodwill of $7.1 million. The following table summarizes the estimated fair values of the assets acquiredand liabilities assumed at the date of purchase: (In thousands) Current assets $ 1,453Property, equipment and software 1,823Intangible assets 6,070Goodwill 7,111 ____________ Total assets acquired 16,457 Current liabilities assumed 98 ____________ Net assets acquired $ 16,359 ============ VeriSign Toll Clearinghouse Business On December 1, 2006, the Company, through its subsidiary, BSG North America,acquired certain assets from VeriSign, Inc. relating to its LEC tollclearinghouse business for an adjusted purchase price of $1.7 million. Thepurchase was accounted for by the purchase method of accounting. Accordingly,the purchase price was allocated to the assets acquired, consisting entirely ofcustomer relationships. The results of operations have been included in theconsolidated statements of operations since December 1, 2006. At closing, the Company paid $0.9 million with the remaining amount payabledependent upon the assignment of certain customer contracts to the Company. In2007, upon the final assignment of certain customer contracts, the Company paida final settlement of the purchase price of $0.8 million. The pro forma statement of operations of the Company assuming the acquisitionsof VoiceLog's third-party verification business and VeriSign's tollclearinghouse business were all completed on January 1, 2006, is as follows: (Unaudited) 2006 ______________ (In thousands, except per share amounts) Operating revenues $ 144,339Operating income 12,626Net loss from continuing operations (2,655)Net loss per share - basic and diluted (0.009) The figures above exclude the pro forma effects of the United Clearing Limitedacquisition, as it was disposed of in 2007. Discontinued Operations On December 19, 2007, the Company sold BSG Luxembourg and BSG Asia and theirwholly owned subsidiaries for cash of $152.7 million, net of the repayment ofthe disposed entities' borrowings under loan agreements, settlement of certainintercompany accounts, and closing costs. The results of these businesses areaccounted for as discontinued operations in the consolidated statements ofoperations for the years presented. The following table summarizes the carrying amounts at December 31, 2006 of themajor assets and liabilities of BSG Luxembourg classified as discontinuedoperations: December 31 2006 ______________ (In thousands)AssetsCash $ 14,963 Accounts receivable 8,890Other current assets 1,489 ______________ Total current assets 25,342Property, equipment and software, net 26,093Goodwill 183,061Intangible assets 28,376Other 2,459 ______________ Total 265,331 LiabilitiesAccounts payable and accrued liabilities 6,460Current portion of long-term debt 5,761Other current 8,354 ______________ Total current liabilities 20,575Long-term debt 105,131Other liabilities 9,810Accumulated other comprehensive income 11,471 ______________ Net assets $ 118,344 ============== The gain on sale recorded in discontinued operations was $28.6 million in 2007.The amount of interest expense allocated to discontinued operations was $6.9million and $22.6 million in the years ended December 31, 2007 and 2006,respectively. Summarized operating results for the years ended December 31, 2007 and 2006 forBSG Luxembourg are as follows: Years Ended December 31 2007 2006 _________________________ (In thousands) Revenues $ 50,971 $ 43,354 Income (loss), net of taxes 5,507 (14,948) 3. Property, Equipment and Software Property, equipment and software consisted of the following at December 31, 2007and 2006: December 31 2007 2006 _________________________ (In thousands) Furniture and fixtures $ 236 $ 269 Telecommunication equipment 1,839 1,912Computer equipment 3,784 5,133Computer software 22,424 22,203Software development, including $368 and $4,209 of capitalized interest at December 31, 2007 and 2006, respectively 2,228 34,689Leasehold improvements 2,172 2,288 _________________________ 32,683 66,494Less accumulated depreciation 10,387 15,074 _________________________ Net property, equipment and software $ 22,296 $ 51,420 ========================= Depreciation expense from continuing operations was $4.0 million and $1.7million for the years ended December 31, 2007 and 2006, respectively. 4. Goodwill The Company tests goodwill for impairment using a two-step impairment process.The first step, used to screen for potential impairment, compares the fair valueof the reporting unit with its carrying amount, including goodwill. If the fairvalue of the reporting unit exceeds its carrying value, goodwill of thereporting unit is considered not impaired, thus the second step of theimpairment test is not necessary. If the carrying amount of a reporting unitexceeds its fair value, the second step of the goodwill impairment test shall beperformed to measure the amount of impairment loss, if any. The second step ofthe goodwill impairment test compares the implied fair value of the reportingunit with the carrying amount of that goodwill. If the carrying amount of thereporting unit goodwill exceeds the implied fair value of that goodwill, animpairment loss is recognized in an amount equal to that excess. The lossrecognized cannot exceed the carrying amount of goodwill. After a goodwillimpairment loss is recognized, the adjusted carrying amount of goodwill becomesits new accounting basis. Subsequent reversal of a previously recognizedgoodwill impairment loss is prohibited once the measurement of that loss iscompleted. In accordance with Statement 142, the Company completed step one of the two-stepgoodwill impairment process as of the fourth quarters of 2007 and 2006. Noimpairment charges resulted from completion of this test. The Company may incurimpairment charges in the future under Statement 142 to the extent the Companydoes not achieve its expected financial performance, and to the extent thatmarket values and long-term interest rates, in general, decrease and increase,respectively. The following table presents the changes in carrying amount of goodwill in eachof the Company's reportable segments for the years ended December 31, 2007 and2006: United States Europe Total ________________________________________________ (In thousands) Balance as of December 31, 2005 $ 36,516 $ 136,346 $ 172,862 Acquisitions 7,196 28,753 35,949 Foreign currency - 18,858 18,858 Adjustment - (896) (896) ________________________________________________ Balance as of December 31, 2006 43,712 183,061 226,773 Foreign currency - 16,509 16,509 Reduction in connection with the sale of BSG Luxembourg - (199,570) (199,570) Adjustment (3,649) - (3,649) ________________________________________________ Balance as of December 31, 2007 $ 40,063 $ - $ 40,063 ================================================ During 2006, the Company made (i) $18.9 million of positive adjustments toEuropean goodwill to reflect the impact of foreign currency translations, (ii)$1.2 million of negative adjustments to reflect a reclassification of value tofixed assets of BSG Germany, and (iii) $0.3 million of positive adjustments toreflect an increase in the purchase price of BSG Germany. During 2007, theCompany sold BSG Luxembourg, representing its foreign operations, and removedall of the related goodwill. The Company also made adjustments to reduce UnitedStates goodwill by $3.6 million to adjust third-party payables acquired in aprevious acquisition, net of related income taxes. 5. Intangible Assets The Company has definite-lived intangible assets recorded that continue to beamortized in accordance with Statement 142. These assets consist of localexchange carrier contracts, customer contracts, and trademarks, all of which areamortized over their respective estimated lives. The weighted averageamortization period is approximately 11 years. The following table presents thegross carrying amount and accumulated amortization for each major class ofdefinite-lived intangible assets: 2007 2006 _________________________________________________________________________ Gross Accumulated Gross Accumulated Amortization Carrying Amortization Carrying Amortization Period Amount Amount _________________________________________________________________________ (In thousands) Local exchange carrier contracts $ 11,310 $ 3,047 $ 11,310 $ 2,294 15 years Customer contracts 77,065 29,934 119,529 35,955 10 years Trademarks 5,400 - 5,400 - Indefinite ____________________________________________________________ $ 93,775 $ 32,981 $ 136,239 $ 38,249 ============================================================ Total amortization expense from definite-lived intangibles from continuingoperations was $8.7 million and $8.0 million for the years ended December 31,2007 and 2006, respectively. The estimate of amortization expense for each ofthe five succeeding fiscal years for definite-lived intangibles is $8.6 millionfor the years 2008 through 2012. 6. Investments In July 2005, the Company entered into a joint venture with Webpay InternationalAG for the purpose of further developing a secure payment solution for broadbandservice providers and consumers under the brand name of "ClickandBuy." TheCompany invested $1.5 million for a 49% share of the joint venture. Theinvestment is accounted for using the equity method. During 2007, the Companywrote off its investment in ClickandBuy, resulting in a $1.2 million charge tooperations. 7. Debt The components of long-term debt are as follows: December 31 2007 2006 ___________________________ (In thousands)U.S borrowings: Term Loan Facility, net of unamortized original issue discount of $4,467 $ 108,033 - First Lien Facility - 101,063 Second Lien Facility - 40,000 European borrowings: First Lien Facility - 110,892 ___________________________ 108,033 251,955Less current portion 11,250 11,011 ___________________________ $ 96,783 $ 240,944 =========================== On December 19, 2007, the Company refinanced its debt and entered into a newcredit agreement totaling $112.5 million. The new credit agreement consists of a$112.5 million term loan (the "Term Loan Facility"). The Term Loan Facilitymatures on December 19, 2014. At December 31, 2007, borrowings under the TermLoan Facility were $112.5 million. Loans under the Term Loan Facility were issued net of an original issue discountof $4.5 million. Interest on outstanding loans is charged, at the Company'soption, at the U.S. prime rate plus 3.25% or the London Interbank Offered Rate("LIBOR") plus 4.25%. At December 31, 2007, the nominal interest rate onoutstanding loans was 9.12%, but the effective interest rate, including theimpact of designated interest swap contracts (see Note 8) was 8.50%. The debt outstanding under the Term Loan Facility is secured by all of BSG NorthAmerica's assets and guarantees from most of the Company's subsidiaries. The Term Loan Facility requires quarterly principal payments of $2,812,500through September 2014 and a payment of $36,562,500 in December 2014. It alsorequires mandatory prepayments relating to (i) the excess of $7.9 million overcosts related to settlement with the U.S. Federal Trade Commission (see Note 12)(accordingly, the $7.9 million is classified as restricted cash on theaccompanying consolidated balance sheet); (ii) 75% of the Company's excess cashflow, as defined, beginning in 2008; and (iii) certain other occurrences forwhich mandatory prepayment is a usual and customary consequence in creditagreements of this nature. Outstanding loans may be prepaid at any time withoutany prepayment premium. The credit agreement includes covenants requiring the Company to maintaincertain minimum levels of interest coverage and maximum levels of leverage andcapital expenditures. The agreement also includes various representations,restrictions, and other terms and conditions which are usual and customary intransactions of this nature. Former Borrowing Facilities The Company's outstanding U.S. borrowings at December 31, 2006, consisted of$101.1 million borrowed under a First Lien Facility bearing interest at LIBORplus 2.5% and $40.0 million borrowed under a Second Lien Facility bearinginterest at LIBOR plus 6.0%. These borrowings were repaid on December 19, 2007,in connection with the new credit agreement and the sale of BSG Luxembourgdescribed above. In connection with the repayment of these borrowings, theCompany wrote off its unamortized deferred finance costs of $3.0 million andpaid prepayment premiums of $0.4 million which are included in interest expense.The Company's European borrowings at December 31, 2006 were repaid on December19, 2007 in connection with the sale of BSG Luxembourg. 8. Financial Instruments Interest Rate Swap In connection with the Term Loan Facility outstanding at December 31, 2007, theCompany entered into a series of interest rate swap contracts during December2007 for an aggregate notional amount of $75 million. Under the contracts, theCompany will pay fixed rates of 3.91% to 4.18%, thereby fixing the LIBOR portionof the interest rate on the notional amounts during periods indicated below. Contract Notional Contract Period Contract Amount Fixed Rate_________________________________________________________________________ $ 5,000,000 12/31/07 to 12/31/08 4.12% 15,000,000 12/31/07 to 12/31/09 3.91% 20,000,000 12/31/07 to 12/31/10 4.00% 15,000,000 12/31/07 to 12/31/11 4.11% 20,000,000 12/31/07 to 12/31/12 4.18% _________________ $ 75,000,000 ================= Under the contracts, the counterparty will pay the Company a floating rate,namely LIBOR, on the same notional principal amounts during the same periods.The applicable margin above LIBOR, as defined in the related credit facilityagreement, is not included in, and will be paid in addition to, the fixedinterest rate. As of December 31, 2007, the contracts had a negative value of$0.3 million, which was recorded in other liabilities in the accompanyingconsolidated balance sheet. The contracts qualify for hedge accounting, andaccordingly, the decline in the contracts' value during 2007 was recorded inother comprehensive loss. In connection with the former debt, the Company entered into an interest rateswap contract in 2006 ("2006 Swap") for a notional amount of $65 million.Effective through August 2009, the Company was to pay a fixed interest rate of5.24% to the counterparty on a notional principal amount of $65 million, therebyfixing the LIBOR portion of the interest rate on that amount. In return, thecounterparty was to pay the Company a floating rate, namely LIBOR, on the samenotional principal amount. As of December 31, 2006, the 2006 Swap had a negativevalue of $0.3 million, which was recorded as an offset to other assets in theaccompanying consolidated balance sheet. The 2006 Swap was cancelled on December14, 2007, and the Company paid $1.3 million in settlement of this contract. Also, in connection with the former debt, the Company entered into an interestrate swap contract in 2005 ("2005 Swap") for a notional amount of $70 million.The 2005 Swap contract remained in place after the refinancing, and itsupplements the contract described above to satisfy the requirements of the TermLoan Facility outstanding at December 31, 2007. The Company expects to disposeof all or a portion of the 2005 Swap during 2008. Effective through July 2010,the Company will pay a fixed interest rate of 4.479% to the counterparty on anotional principal amount of $70 million, thereby fixing the LIBOR portion ofthe interest rate on that amount. In return, the counterparty will pay theCompany a floating rate, namely LIBOR, on the same notional principal amount. The applicable margin above LIBOR, as defined in the related credit agreement, is not included in, and will be paid in addition to, the fixed interest rate of 4.479%. At December 31, 2007, the estimated fair value of the 2005 Swap was a negative $1.1 million, which was recorded in other liabilities in the accompanying consolidated balance sheet. At December 31,2006, the estimated fairvalue of the 2005 Swap was a positive $1.1 million, which was recorded in otherassets in the accompanying consolidated balance sheet. As the 2006 and 2005 Swaps did not qualify for hedge accounting, changes intheir fair market values are recorded as expense in the accompanyingconsolidated statement of operations. In 2007, the Company recorded a loss of$3.2 million related to the cancellation of the 2006 Swap and the change in theestimated fair value of the 2005 Swap. In 2006, the Company recorded a net gainof $0.8 million related to the 2006 and 2005 Swaps. 9. Income Taxes The components of the Company's income tax expense (benefit) were as follows: December 31, 2007 December 31, 2006 __________________ ______________________________________ United United States States Foreign Total __________________ ______________________________________ (In thousands)Current (benefit) expense: Federal $ (1,709) $ (2,726) $ - $ (2,726) Foreign - - 852 852 State 707 155 - 155 __________________ ______________________________________ (1,002) (2,571) 852 (1,719) December 31, 2007 December 31, 2006 __________________ ______________________________________ United United States States Foreign Total __________________ ______________________________________ (In thousands) Deferred (benefit) expense: Federal $ (680) $ 2,043 $ - $ 2,043 Foreign - - (4,254) (4,254) State (410) (201) - (201) __________________ ______________________________________ (1,090) 1,842 (4,254) (2,412) __________________ ______________________________________ Total income tax benefit $ (2,092) $ (729) $ (3,402) $ (4,131) ================== ====================================== The income tax provision differs from amounts computed by applying the U.S.federal statutory tax rate to income from continuing operations before incometaxes as follows: December 31 2007 2006 ____________________________ (In thousands) Estimated federal tax benefit at 35% for 2007 $ (3,080) $ (1,660) and 34% for 2006 Increases (reductions) from: Change in tax rates 206 - U.S. state tax 77 (30) Nondeductible items 145 - Foreign tax rate differential 487 979 Other 73 (18) ____________________________ Income tax benefit $ (2,092) $ (729) ============================ There are significant differences among the tax laws of the countries in whichthe Company was operating, including varying tax rates and deductibility ofcertain expenses. The Company is not subject to tax on profits, income, orcapital gains in Bermuda. For U.S. tax purposes, the Company has elected to betreated as a partnership. Subject to local tax regulations, shareholders may berequired to report their allocable share of the Company's income, deductions,gain, or loss on their respective tax returns. Deferred income taxes result from temporary differences between the bases forfinancial statement purposes and income tax purposes. The net deferred taxassets and liabilities included in the balance sheets include the followingamounts: December 31 2007 2006 _________________________ (In thousands) Deferred tax assets: Reserve for bad debts $ 109 $ 275 Accrued liabilities 701 424 State taxes 432 - Stock-based compensation expense 718 336 AMT credit carryover 96 - Derivative 478 - Net operating losses - 10,626 Capital loss - 705 Pensions - 802 Other - 198 Valuation allowance - (5,166) _________________________ Total deferred tax assets 2,534 8,200 Deferred tax liabilities: Property, equipment and software (4,614) (9,794) Intangible assets (1,255) (8,205) Capitalized interest (1,302) (1,214) Derivative - (261) Other (214) (207) _________________________ Total deferred tax liabilities (7,385) (19,681) _________________________ Net deferred tax liabilities $ (4,851) $ (11,481) ========================= Management is of the opinion that it is more likely than not that the deferredtax assets will be fully realized. During 2007 and 2006, the Company's United States-based subsidiaries areincluded in the consolidated federal income tax returns of BSG North America.The tax obligation of the Company's United States-based subsidiaries is paid toBSG North America, which is ultimately liable for payment of the taxes to theInternal Revenue Service. The Company has state net operating loss credit carryforwards of approximately$0.6 million which will expire in 2026. In July 2006, the FASB issued FIN 48 which clarifies the application ofStatement No. 109 by providing guidance on the recognition and measurement of anenterprise's tax positions taken in a tax return. FIN 48 additionally clarifieshow an enterprise should account for a tax position depending on whether theposition is more likely than not to pass a tax examination. The interpretationprovides guidance on measurement, derecognition, classification, interest andpenalties, accounting in interim periods, disclosure and transition. The Companyadopted FIN 48 in the first quarter of fiscal 2007, and the adoption of theprovision did not result in the recording of any additional liability on itsconsolidated financial statements. The Company has a reserve of $0.3 million asof December 31, 2007 and 2006 related to state taxes. It is the Company's policyto recognize interest and penalties related to uncertain tax positions ingeneral and administrative expenses. 10. Earnings Per Share Earnings per share are calculated based on the weighted average number of sharesof the Company's common stock outstanding during the period. The following is a summary of the elements used in calculating basic and dilutedincome per share: December 31 2007 2006 _____________________________ (In thousands, except per share amounts)Numerator: Loss from continuing operations $ (6,709) $ (4,152) Income (loss) from discontinued operations 34,075 (14,948) _____________________________ Net income (loss) $ 27,366 $ (19,100) ============================= Denominator: Weighted average shares - basic 279,863 275,711 Effect of diluted securities: Options - - _____________________________ Weighted average shares - diluted 279,863 275,711 ============================= Net income (loss) per common share:Loss from continuing operations - basic and diluted $ (0.024) $ (0.015) Income (loss) from discontinued operations - basic and diluted 0.122 (0.054) _____________________________ Net income (loss) per share $ 0.098 $ (0.069) ============================= Options covering 9,641,156 shares at December 31, 2007 and 2006 have not beenincluded in the calculation of earnings per share because their exercisabilityis contingent upon the fair market value of the Company's common stockincreasing to a specific value (see Note 14), which was not achieved as ofDecember 31, 2007 or 2006, or the options were not in the money at December 31,2007 or 2006. 11. Commitments The Company leases certain office space and equipment under various operatingleases. Annual future minimum lease commitments as of December 31, 2007, are asfollows: (In thousands)Year ending December 31: 2008 $ 1,037 2009 1,004 2010 1,016 2011 1,039 2012 576 Rental expense from continuing operations under these operating leasesapproximated $0.9 million and $1.1 million for the years ended December 31, 2007and 2006, respectively. 12. Contingencies The Company is a co-defendant in a Federal Trade Commission ("FTC") proceedingoriginally filed in March 2006 against a former customer for allegedly billingunauthorized charges to consumers. The Company terminated this customer in 2005.In October 2006, the FTC amended its filing to include the Company. The Companyhas denied all allegations, maintaining that it is not responsible for thealleged actions of the terminated customer. During December 2007, the Company entered into an agreement with the FTC tosettle this litigation in exchange for a payment of $1.9 million. On March 17,2008, the presiding court entered an order approving the settlement agreement,in which the Company did not admit any violation of law. The Company agreed toimplement various compliance polices designed to attempt to ensure it does notprocess unauthorized billing of telecommunication charges by its customers. The2007 consolidated statement of operations includes a charge of $5.6 millionrelated to the FTC litigation. As of December 31, 2007, the Company hasremaining accrued liabilities of $1.9 million and $1.4 million for the FTCsettlement costs and legal and other costs, respectively, which are expected tobe paid during 2008. These amounts are included in the 2007 charge of $5.6million. The Company is involved in various other claims, legal actions, and regulatoryproceedings arising in the ordinary course of business. The Company believes itis unlikely that the final outcome of any of the claims, litigation, orproceedings to which the Company is a party will have a material adverse effecton the Company's financial position or results of operations; however, due tothe inherent uncertainty of litigation, there can be no assurance that theresolution of any particular claim or proceeding would not have a materialadverse effect on the Company's financial position and results of operations forthe fiscal period in which such resolution occurs. 13. Employee Benefit Plans 401(k) Retirement Plan The Company's U.S. subsidiaries participate in 401(k) Retirement Plans (the "Retirement Plans"), which are offered to eligible employees. Generally, allemployees who are 21 years of age or older and who have completed six months ofservice during which they worked at least 500 hours are eligible forparticipation in the Retirement Plans. The Retirement Plans are definedcontribution plans, which provide that participants may make voluntary salarydeferral contributions, on a pretax basis, of between 1% and 19% of theircompensation in the form of voluntary payroll deductions, subject to annualInternal Revenue Service limitations. The Company matches a defined percentageof a participant's contributions, subject to certain limits, and may makeadditional discretionary contributions. During the years ended December 31, 2007and 2006, the Company's matching contributions from continuing operationstotaled approximately $0.3 million and $0.4 million, respectively. Nodiscretionary contributions were made. Adoption of Statement 158 On December 31, 2006, the Company adopted the recognition and disclosureprovisions of Statement 158. Statement 158 requires the Company to recognize thefunded status of its pension plan in the December 31, 2006 statement offinancial position, with a corresponding adjustment to accumulated othercomprehensive income, net of tax. The adjustment to accumulated othercomprehensive income at adoption represents the net unrecognized actuarial gainssince the Company acquired BSG Germany in August 2005, pursuant to theprovisions of Statement 87, Employers' Accounting for Pensions. These amountswill be subsequently recognized in net periodic pension cost pursuant to theCompany's accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are notrecognized as net periodic pension cost in the same periods will be recognizedas a component of other comprehensive income (loss). Those amounts will besubsequently recognized as a component of net periodic pension cost on the samebasis as the amounts recognized in accumulated other comprehensive income (loss)at adoption of Statement 158. The incremental effects of adopting the provisions of Statement 158 on theCompany's statement of financial position at December 31, 2006, are presented inthe following table. Prior to Effect of As Reported at Adopting Statement Adopting Statement December 31, 2006 158 158 __________________________________________________________________ (In thousands) Accrued pension liability $ 5,341 $ (279) $ 5,062Deferred income tax liability - 102 102Accumulated other comprehensive income, net of tax - 177 177 Included in accumulated other comprehensive income at December 31, 2006, is thefollowing amount that has not yet been recognized in net periodic pension cost: Total _______________ (In thousands) Unrecognized actuarial gain, net of taxes $ 177 =============== The adoption of Statement 158 had no effect on the Company's consolidatedstatement of income for the year ended December 31, 2006, or for any priorperiod presented, and it will not affect the Company's operating results infuture periods. Pension Plan As part of the acquisition of BSG Germany, the Company assumed a noncontributorydefined benefit retirement plan. The benefits are based on employees' annualcompensation. The plan benefits are paid to BSG Germany employees at least 65years of age that have been employed with the Company a minimum of ten years.This pension plan was disposed of in connection with sale of BSG Luxembourg (seeNote 2). Assumptions used in determining the benefit obligations for pension and otherpostretirement plans as of December 31, 2006, were as follows: Discount rate 4.25% Average compensation increase (salaried employees only) 2.75% The following table provides a reconciliation of benefit obligation, planassets, and funded status of the plan as of December 31, 2006: (In thousands) Projected benefit obligation $ (5,062) Plan assets at fair value - _____________ Net liability on balance sheet $ (5,062) ============= Net benefit cost for the year ended December 31, 2006, included the followingcomponents: (In thousands) Service cost on benefits earned during the year $ 290 Interest cost on projected benefit obligation 256 _____________ Net benefit expense $ 546 ============= 14. Stock Option Plan On June 8, 2005, the Board of Directors adopted the Billing Services GroupLimited Share Option Plan (the "BSG Plan") and the BSG Clearing Solutions NorthAmerica, Inc. Stock Option Plan (the "BSG North America Plan"). Options may begranted at the discretion of the remuneration committee to any director oremployee and are generally granted with an exercise price equal to the marketprice of the Company's stock at the grant date. Directors may be granted optionsin the BSG Plan and employees may be granted options in the BSG North AmericaPlan. Options granted in the BSG North America Plan are exercisable into sharesof the Company. The options that may be granted are limited to 10% of the issuedcommon shares of capital stock at the time of grant. On June 9, 2005, the Board of Directors granted 18,260,447 options at anexercise price of 74.5 pence, representing the fair market value of theCompany's common stock on the date of grant to selected executives and other keyemployees whose vesting is contingent upon meeting an increase in the shareprice. These options will vest when the fair market value of the common stockreaches 149.0 pence, as adjusted for relevant changes in capitalization, butwill not be exercisable unless the holder remains in the employment of theCompany or one of its affiliates for three years from June 2005, or in the eventof a change in control of the Company. Upon a change in control, the criteriafor vesting and exercise will change to allow the options to vest if the shareprice has increased by that proportion of the 74.5 pence required increase inprice that equals or exceeds the proportion of the three-year time period, whichhas elapsed between June 8, 2005, to the change in control event, as adjustedfor relevant changes in capitalization. Under such circumstances, the optionswill be immediately exercisable subject to the holder being in the employment ofthe Company or one of its affiliates. The options have a contractual life of tenyears. The fair value of the options is generally computed using a Monte Carlo singleoption model. This model estimates the probability the options will vest and thelength of time required to attain the target stock price. The model projects thepath of the Company's stock over ten years following the grant date, relyingupon historical market data for its peers. The following is a summary of option activity: Options Weighted Average Outstanding Exercise Price ___________________________________ Options outstanding at December 31, 2005 18,260,447 74.5 pence Granted 12,000,000 77.9 pence Exercised - Cancelled (20,619,291) 76.0 pence ___________________________________ Options outstanding at December 31, 2006 9,641,156 75.4 pence Granted - Exercised - Cancelled - ___________________________________ Options outstanding at December 31, 2007 9,641,156 75.4 pence =================================== Options exercisable at December 31, 2007 - ================ Options available for grant at December 31, 2007 18,845,169 ================ Of the 12,000,000 options granted during 2006, a total of 3,000,000 were grantedunder the BSG North America Plan and 9,000,000 were granted pursuant toemployment agreements. Of the 9,641,156 options outstanding at December 31, 2007and 2006, a total of 9,141,156 were issued under stock option plans and 500,000were issued pursuant to an employment agreement. The weighted average grant-date fair value of options granted in 2006 was $0.59.As of December 31, 2007, there was $1.1 million of total unrecognized non-cashcompensation cost related to nonvested share-based compensation arrangementsgranted under the BSG Plan and the BSG North America Plan. That cost is expectedto be recognized during 2008 and 2009. No options were exercised during 2007 or 2006, and accordingly, there wereneither cash receipts received nor tax benefits realized for the tax deductionsfrom option exercise. 15. Segment Information The FASB issued Statement No. 131, Disclosures about Segments of an Enterpriseand Related Information (Statement 131). This statement requires that publicbusiness enterprises report certain information about operating segments incomplete sets of financial statements of the enterprise and in condensedfinancial statements of interim periods issued to shareholders. It also requiresthat public business enterprises report certain information about their productsand services, the geographic areas in which they operate, and their majorcustomers. The Company provides clearing, settlement, payment, and financial riskmanagement solutions to the telecommunications industry, and during 2006 had twogeographical reportable operating segments-United States and Europe. The Companyevaluates performance based on business segment operating income beforedepreciation and amortization expense, other noncash expenses, and certainone-time charges. Operating income of segments does not include other expenses,income of investments, interest income, interest expense, or income tax expense. As a result of the sale of BSG Luxembourg during 2007, the Company now considersitself to operate in one segment. The following table presents the 2006 segment information: United States Europe Totals ___________________________________________ (In thousands) Revenues $ 136,062 $ 43,354 $ 179,416Selling, general, and administrative expenses: Operating units 18,929 18,346 37,275 Corporate headquarters 9,525 3,198 12,723 ___________________________________________ Total 28,454 21,544 49,998Depreciation and amortization 9,854 14,215 24,069Equity in loss from investment (205) - (205)Operating income before depreciation and amortization expense, restructuring expense, other nonrecurring expenses, and stock-based compensation expense 27,778 21,607 49,385Identifiable assets 226,210 256,773 482,983Capital expenditures, including $1,513 of capitalized interest in the United States and $716 of capitalized interest in Europe 6,370 8,919 15,289 For the year ended December 31, 2006, the Company recorded revenues fromtransactions for one customer in the United States of $17.9 million, orapproximately 13%, of consolidated continuing revenues. 16. Restructuring and Nonrecurring Expenses In 2006, in response to changing business conditions, the Company implemented aseries of restructuring initiatives to reduce costs and refocus its businessstrategy. As a result, the Company recognized $2.8 million of restructuringcharges and $1.7 million of nonrecurring expenses in 2006 related to itscontinuing operations. At December 31, 2006, a total of $3.1 million had beendisbursed in connection with the $4.5 million aggregate restructuring andnonrecurring charges related to the continuing operations. The remaining $1.4million was included in accrued liabilities in the accompanying consolidatedbalance sheet as of December 31, 2006. During 2007, the Company paid for substantially all restructuring chargesaccrued at December 31, 2006, and as a result reversed $0.4 million of suchcosts included in accrued liabilities at December 31, 2006. The resulting incomeis shown in the accompanying consolidated statement of operations. The remainingliability at December 31, 2007 is $37,000. The $2.8 million of restructuring charges related to continuing operationsincluded $2.6 million of severance and related compensation costs paid toterminated employees and $0.2 million of lease termination fees. The $1.7 million of nonrecurring expenses related to continuing operationsprimarily included fees and expenses paid to professional advisory firms forservices related to uncompleted acquisitions in which the Company has terminateddiscussions. This information is provided by RNS The company news service from the London Stock Exchange
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| Date | Source | Headline | |
|---|---|---|---|
| 7th May 2020 | 2:06 pm | RNS | Second Price Monitoring Extn |
| 7th May 2020 | 2:00 pm | RNS | Price Monitoring Extension |
| 4th May 2020 | 5:30 pm | RNS | Billing Services Group LD |
| 4th May 2020 | 2:06 pm | RNS | Second Price Monitoring Extn |
| 4th May 2020 | 2:00 pm | RNS | Price Monitoring Extension |
| 30th Apr 2020 | 5:11 pm | RNS | Result of AGM and Cancellation to AIM |
| 30th Mar 2020 | 7:00 am | RNS | Notice of AGM and Proposed Delisting from AIM |
| 26th Mar 2020 | 7:00 am | RNS | Dividend Declaration |
| 28th Feb 2020 | 5:37 pm | RNS | Update on Sale and Annual General Meeting Date |
| 19th Feb 2020 | 12:40 pm | RNS | Result of Special General Meeting |
| 31st Jan 2020 | 7:00 am | RNS | Proposed Disposal and Notice of SGM |
| 20th Sep 2019 | 7:00 am | RNS | Half-year Report |
| 27th Jun 2019 | 7:00 am | RNS | Annual Report and Accounts |
| 4th Apr 2019 | 7:00 am | RNS | Dividend Declaration |
| 29th Mar 2019 | 7:00 am | RNS | Audited results for the year ended Dec. 31, 2018 |
| 6th Dec 2018 | 2:34 pm | RNS | Result of AGM |
| 6th Nov 2018 | 8:19 am | RNS | Notice of AGM |
| 20th Sep 2018 | 7:00 am | RNS | Interim Results |
| 4th Sep 2018 | 7:00 am | RNS | FTC Payment |
| 5th Jul 2018 | 7:00 am | RNS | Dividend Declaration |
| 26th Jun 2018 | 7:00 am | RNS | Annual Report and Accounts and Corporate Update |
| 26th Jun 2018 | 7:00 am | RNS | Annual Report and Accounts |
| 5th Jun 2018 | 2:26 pm | RNS | FTC Payment |
| 27th Mar 2018 | 3:28 pm | RNS | Audited results for the year ended Dec. 31, 2017 |
| 26th Mar 2018 | 7:00 am | RNS | Audited results for the year ended Dec. 31, 2017 |
| 7th Mar 2018 | 7:00 am | RNS | FTC Payment |
| 10th Jan 2018 | 11:02 am | RNS | Holding(s) in Company |
| 19th Dec 2017 | 7:00 am | RNS | Directorate Changes |
| 15th Dec 2017 | 7:00 am | RNS | Result of Tender Offer |
| 7th Dec 2017 | 7:00 am | RNS | FTC Payment |
| 6th Dec 2017 | 10:25 am | RNS | Result of AGM |
| 6th Dec 2017 | 7:00 am | RNS | Tender Offer |
| 3rd Nov 2017 | 4:00 pm | RNS | Notice of AGM |
| 13th Sep 2017 | 7:00 am | RNS | Interim Results |
| 8th Sep 2017 | 7:00 am | RNS | FTC Payment |
| 26th Jun 2017 | 7:00 am | RNS | Annual Report and Accounts |
| 12th Jun 2017 | 7:00 am | RNS | FTC Payment |
| 24th May 2017 | 7:00 am | RNS | LEC Notice |
| 29th Mar 2017 | 7:00 am | RNS | Audited results for year ended December 31, 2016 |
| 14th Mar 2017 | 7:00 am | RNS | FTC Payment |
| 16th Dec 2016 | 7:00 am | RNS | FTC Payment |
| 8th Dec 2016 | 2:44 pm | RNS | Result of AGM |
| 17th Nov 2016 | 9:51 am | RNS | Holding(s) in Company |
| 17th Nov 2016 | 7:00 am | RNS | Holding(s) in Company |
| 7th Nov 2016 | 8:35 am | RNS | Holding(s) in Company |
| 4th Nov 2016 | 7:00 am | RNS | Notice of AGM |
| 22nd Sep 2016 | 7:00 am | RNS | Interim Results |
| 15th Sep 2016 | 7:00 am | RNS | FTC Payment |
| 12th Sep 2016 | 7:00 am | RNS | LEC Notice Update |
| 9th Aug 2016 | 4:10 pm | RNS | LEC Notice |
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