Exhibit 99.3

GoIndustry DoveBid plc

Comparative Consolidated Financial Statements and Independent Auditor’s Report

Year ended December 31, 2009 and 2008

Comparative Consolidated Financial Statements and Independent Auditor’s Report

Years ended December 31, 2008 and 2007

Independent auditor’s report to the members of GoIndustry-DoveBid plc

We have audited the group and parent company financial statements (“the financial statements”) on pages 11 to 52. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As more fully explained in the Directors’ Responsibilities Statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/UKNP.

Opinion on the financial statements

In our opinion

•		the financial statements give a true and fair view of the state of the group’s and the parent’s affairs as at 31 December 2009 and of the group’s loss for the year then ended;
•		the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
•		the parent financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the Companies Act 2006; and
•		the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•		adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•		the parent company financial statements are not in agreement with the accounting records and returns; or
•		certain disclosures of directors’ remuneration specified by law are not made; or
•		we have not received all the information and explanations we require for our audit.

David Clark (Senior Statutory Auditor)
For and on behalf of BAKER TILLY UK AUDIT LLP, Statutory Auditor
Chartered Accountants
2 Bloomsbury Street
London WC1B 3ST

14 May 2010

Consolidated statement of comprehensive income

For the year ended 31 December 2009

		2009																				2008
						Before																Before
						except-																except-
						ional				Except-												ional				Except-
						items and				ional				Other								items and				ional				Other
						other				items				charges								other				items				charges
In thousands of pounds		Note				charges				(note 6)				(note 7)				Total				charges				(note 6)				(note 7)				Total
Revenue			5				41,990				—				—				41,990				36,898				—				—				36,898
Cost of sales							(16,716	)			—				—				(16,716	)			(13,681	)			—				—				(13,681	)
Direct profit							25,274				—				—				25,274				23,217				—				—				23,217
Administrative expenses							(25,857	)			(1,773	)			(1,036	)			(28,666	)			(27,200	)			(23,758	)			(788	)			(51,746	)
Operating loss			8				(583	)			(1,773	)			(1,036	)			(3,392	)			(3,983	)			(23,758	)			(788	)			(28,529	)
Finance costs
Interest income			11				141				—				—				141				369				—				—				369
Finance costs			11				(972	)			(414	)			—				(1,386	)			(698	)			—				—				(698	)
Share of loss of associate							(28	)			—				—				(28	)			(27	)			—				—				(27	)
Loss before income tax							(1,442	)			(2,187	)			(1,036	)			(4,665	)			(4,339	)			(23,758	)			(788	)			(28,885	)
Income tax expense			12				(170	)			—				—				(170	)			(73	)			—				—				(73	)
Loss for the year from continuing operations							(1,612	)			(2,187	)			(1,036	)			(4,835	)			(4,412	)			(23,758	)			(788	)			(28,958	)
Loss for the year from discontinued operations			13																—																(1,303	)
Loss for the year																			(4,835	)															(30,261	)
Other comprehensive income
Exchange (losses) / gains on translation of foreign subsidiaries																			(2,130	)															8,043
Actuarial (losses) / gains on defined benefit pension scheme																			(2,150	)															430
Other comprehensive income for the year																			(4,280	)															8,473
Total comprehensive income for the year																			(9,115	)															(21,788	)
Loss attributable to:
Owners of the Parent																			(4,916	)															(30,323	)
Non-controlling interests																			81																62
																			(4,835	)															(30,261	)
Total comprehensive loss attributable to:
Owners of the Parent																			(9,196	)															(21,850	)
Non-controlling interests																			81																62
																			(9,115	)															(21,788	)
Loss per share for loss from continuing operations attributable to owners of the parent during the year (expressed in pence per share)
Basic			14																(0.8p	)															(6.6p	)
Diluted			14																(0.8p	)															(6.6p	)
Loss per share for loss attributable to owners of the parent during the year (expressed in pence per share)
Basic			14																(0.8p	)															(6.9p	)
Diluted			14																(0.8p	)															(6.9p	)

The tax effect on other comprehensive income is nil (2008: nil).

The notes on pages 15 to 43 are an integral part of these consolidated financial statements

Consolidated statement of financial position

As at 31 December 2009

In thousands of pounds		Note				2009				2008
Non-current assets
Property, plant and equipment			15				1,026				1,429
Intangible assets			16				32,335				35,750
Investment in associate			17				—				28
							33,361				37,207
Current assets
Inventories							597				2,743
Trade and other receivables			18				6,649				10,853
Cash and cash equivalents			19				20,751				18,037
							27,997				31,633
Total assets							61,358				68,840
Current liabilities
Trade and other payables			20				25,611				27,803
Borrowings			21				2,317				9,970
							27,928				37,773
Non-current liabilities
Trade and other payables			20				358				1,094
Borrowings			21				2,048				546
Retirement benefit obligations			22				4,581				2,898
							6,987				4,538
Total liabilities							34,915				42,311
Net assets							26,443				26,529
Equity
Share capital			23				9,745				23,583
Share premium			23				22,495				18,872
Shares to be issued			23				542				542
Own shares held in trust			24				—				(974	)
Capital redemption reserve			27				18,908				—
Other reserves			25				54,327				56,207
Accumulated losses			26				(79,836	)			(71,882	)
Capital and reserves attributable to owners of the parent							26,181				26,348
Non-controlling interests							262				181
Total equity							26,443				26,529

The notes on pages 15 to 43 are an integral part of these consolidated financial statements

The financial statements were approved by the board of directors and authorised for issue on 14 May 2010. They were signed on its behalf by:

Jack Reinelt		David Horne
Chief Executive Officer		Chief Financial Officer

Consolidated statement of changes in equity

For the year ended 31 December 2009

		Attributable to owners of the parent
																		Own
										Capital								shares								Share				Foreign				Accumu-								Non-
		Share				Share				redemption				Shares to				held in				Acquisition				options				currency				lated								controlling				TOTAL
In thousands of pounds		capital				premium				reserve				be issued				trust				reserve				reserve				reserve				losses				TOTAL				interest				Equity
At 1 January 2008			13,250				9,578				—				—				(1,042	)			47,649				1,149				(807	)			(41,989	)			27,788				119				27,907
Comprehensive income:
Loss for the year			—				—				—				—				—				—				—				—				(30,323	)			(30,323	)			62				(30,261	)
Other comprehensive income:
Actuarial gain on defined benefit pension scheme			—				—				—				—				—				—				—				—				430				430				—				430
Currency translation differences			—				—				—				—				—				—				—				8,043				—				8,043				—				8,043
Total comprehensive income:			—				—				—				—				—				—				—				8,043				(29,893	)			(21,850	)			62				(21,788	)
Transactions with owners:
Issue of share capital to finance the acquisition of DoveBid Inc.			9,250				9,250				—				—				—				—				—				—				—				18,500				—				18,500
Shares issued as consideration for the acquisition of DoveBid Inc.			1,083				1,083				—				542				—				—				—				—				—				2,708				—				2,708
Cost of share issue			—				(1,039	)			—				—				—				—				–				—				—				(1,039	)			—				(1,039	)
Share based payments			—				—				—				—				—				—				173				—				—				173				—				173
Transfer of shares			—				—				—				—				68				—				—				—				—				68				—				68
Total transactions with owners:			10,333				9,294				—				542				68				—				173				—				—				20,410				—				20,410
At 1 January 2009			23,583				18,872				—				542				(974	)			47,649				1,322				7,236				(71,882	)			26,348				181				26,529
Comprehensive income:
Loss for the year			—				—				—				—				—				—				—				—				(4,916	)			(4,916	)			81				(4,835	)
Other comprehensive income:
Actuarial loss on defined benefit pension scheme			—				—				—				—				—				—				—				—				(2,150	)			(2,150	)			—				(2,150	)
Currency translation differences			—				—				—				—				—				—				—				(2,130	)			—				(2,130	)			—				(2,130	)
Total comprehensive income:			—				—				—				—				—				—				—				(2,130	)			(7,066	)			(9,196	)			81				(9,115	)
Transactions with owners:
Cancellation of shares			(18,908	)			—				18,908				—				888				—				—				—				(888	)			—				—				—
New shares issued			2,657				2,126				—				—				—				—				—				—				—				4,783				—				4,783
Conversion of loan notes			2,413				1,923				—				—				—				—				—				—				—				4,336				—				4,336
Cost of share issue			—				(426	)			—				—				—				—				—				—				—				(426	)			—				(426	)
Share based payments			—				—				—				—				—				—				250				—				—				250				—				250
Transfer of shares			—				—				—				—				86				—				—				—				—				86				—				86
Total transactions with owners:			(13,838	)			3,623				18,908				—				974				—				250				—				(888	)			9,029				—				9,029
At 31 December 2009			9,745				22,495				18,908				542				—				47,649				1,572				5,106				(79,836	)			26,181				262				26,443

The notes on pages 15 to 43 are an integral part of these consolidated financial statements

Consolidated statement of cash flows

For the year ended 31 December 2009

In thousands of pounds		2009				2008
Cash flows from operating activities
Loss before income tax			(4,665	)			(28,885	)
Adjustments for:
Depreciation			434				360
Amortisation			935				672
Goodwill impairment charge			—				19,378
Net interest expense			1,245				329
Share based payments			336				241
Net retirement benefit cost			117				176
Share of loss of associate			28				27
Changes in working capital:
Decrease / (increase) in inventories			1,943				(1,855	)
Decrease in accounts receivable			3,719				1,785
(Decrease) / increase in accounts payable			(2,563	)			1,209
Increase / (decrease) in retirement benefit obligations			1,683				(367	)
Operating cash flows before interest and taxes			3,212				(6,930	)
Interest paid			(1,116	)			(698	)
Interest received			141				369
Income and corporation taxes paid			(156	)			(108	)
Net cash generated from / (used in) operating activities			2,081				(7,367	)
Cash flows from investing activities
Purchases of property, plant and equipment			(94	)			(471	)
Disposals of property, plant and equipment			91				—
Purchases of intangible assets			(394	)			(1,786	)
Loan granted to associate			—				(55	)
Disposal of subsidiary			—				(129	)
Acquisition of subsidiary net of cash acquired			—				(7,044	)
Net cash used in investing activities			(397	)			(9,485	)
Cash flows from financing activities
Proceeds on issue of shares			4,087				17,461
(Decrease) / increase in borrowings			(1,815	)			3,379
Net cash generated from financing activities			2,272				20,840
Net increase in cash and cash equivalents			3,956				3,988
Cash and cash equivalents at beginning of year			18,037				14,797
Effect of foreign exchange rate changes			(1,242	)			(748	)
Cash and cash equivalents at end of year			20,751				18,037

The notes on pages 15 to 43 are an integral part of these consolidated financial statements

Notes to the consolidated financial statements

For the year ended 31 December 2009

1. General information

GoIndustry-DoveBid plc (‘the company’) and its subsidiaries (together ‘the group’) is a global market leader in the service, management, and disposal of surplus industrial assets. The group has offices in locations across Europe, North America, and Asia.

The company is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 1-6 Lombard Street, London, EC3V 9JU.

The company is listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented unless otherwise stated.

Basis of preparation

These consolidated financial statements include the accounts of GoIndustry-DoveBid plc and all of its subsidiaries made up to 31 December each year.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) adopted for use in the EU and IFRIC interpretations as at 31 December 2009 (‘adopted IFRS’) and the Companies Act applicable to companies reporting under IFRS.

The financial statements are presented in Sterling, rounded to the nearest thousand, and have been prepared on a historical cost basis.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

(a) Standards, amendments and interpretations effective in 2009

	•		IAS 1 (revised), “Presentation of financial statements”. The revised standard has introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements. In addition, the revised standard prohibits the presentation of items of income and expenses (that is ‘non-owner changes in equity’) in the statement of changes in equity, requiring ‘non-owner changes in equity’ to be presented separately from owner changes in equity. All ‘non-owner changes in equity’ are required to be shown in a performance statement.
			Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The group has elected to present one statement: a statement of comprehensive income.
	•		IFRS 8, ‘Operating segments’. The group has adopted IFRS 8 “Operating segments” during the period. The standard supersedes IAS 14, ‘Segment reporting’ and is effective for the year ended 31 December 2009. IFRS 8 provides segmental information for the group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes. The group considers that the role of chief operating decision-maker is performed by the group board of directors. IAS 14 required segmental information to be reported for business segments and geographical segments based on assets and operations that provided products or services subject to different risks and returns. The adoption of IFRS 8 has not had any impact on the performance or position of the group or on the presentation of these financial statements as internal reporting is based upon geographical segments.
	•		IFRS 2 Share-based payment – amendments relating to group cash-settled share-based payment transactions
	•		IFRS 3 Business combinations – comprehensive revision on applying the acquisition method adopted early by the group
	•		IFRS 9 Financial Instruments – amendments relating to classification and measurement
	•		IAS 1 Presentation of financial statements – amendments resulting from April 2009 Annual Improvements to IFRSs adopted early by the group
	•		IAS 7 Statement of Cash Flows – amendments resulting from April 2009 Annual Improvements to IFRSs
	•		IAS 17 Leases – amendments resulting from April 2009 Annual Improvements to IFRSs
	•		IAS 24 Related Party Disclosures – revised definition of related parties
	•		IAS 27 Consolidated and Separate Financial Statements – consequential amendments arising from amendments to IFRS 3 early adopted by the group

Notes to the consolidated financial statements continued

For the year ended 31 December 2009

	•		IAS 36 Impairment of Assets – amendments resulting from April 2009 Annual Improvements to IFRSs
	•		IAS 38 Intangible Assets – amendments resulting from April 2009 Annual Improvements to IFRSs
	•		IFRIC 14 IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction (endorsed).

(b) Standards, amendments and interpretations effective in 2009 but not relevant

The following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2009 but are not relevant to the group:

	•		IFRS 1 First time adoption of IFRS – amendments relating to oil and gas assets and determining whether an arrangement contains a lease; amendment in relation to the cost of an investment in a subsidiary, jointly controlled entity or associate
	•		IFRS 5 Non-current Assets Held for Sale and Discontinued Operations – amendment
	•		IAS 28 Interests in Joint Ventures – consequential amendments arising from amendments to IFRS 3
	•		IAS 32 Financial instruments: presentation – amendments relating to classification of rights issues
	•		IAS 39 Financial instruments: recognition and measurement – amendments for eligible hedged items
	•		IFRIC 2 Members’ shares in co-operative entities and similar instruments – consequential amendments arising from amendments to IAS 32
	•		IFRIC 12 Service concession arrangements
	•		IFRIC 13 Customer loyalty programs (endorsed)
	•		IFRIC 16 Hedges of a net investment in a foreign operation
	•		IFRIC 17 Distributions of non-cash assets to owners
	•		IFRIC 18 Transfer of assets from Customers
	•		IAS 28 (amendment), ‘Investment in associates’ (and consequential amendments to IAS 32, ‘Financial instruments: Recognition and measurement’ and IFRS 7, ‘Financial instruments: Disclosures’)
	•		IAS 29 (amendment), ‘Financial reporting in hyperinflationary economies’
	•		IAS 31 Investment in joint ventures – consequential amendments arising from amendments to IFRS 3
	•		IAS 31 (amendment), ‘Interests in joint ventures’ (and consequential amendments to IAS 32, ‘Financial instruments: Recognition and measurement’ and IFRS 7, ‘Financial instruments: Disclosures’)
	•		IAS 32 (amendment), ‘Financial instruments: Presentation’ and IAS 1 (amendment) ‘Presentation of financial statements – Puttable financial instruments and obligations arising on liquidation’
	•		IAS 40 (amendment), ‘Investment property’ (and consequent amendments to IAS 16, ‘Property, plant and equipment’)
	•		IAS 41 (amendment), ‘Agriculture’.

Going concern

The group had net current assets of £69 thousand at 31 December 2009 (2008: net current liabilities of £6,140 thousand), gross cash of £20,751 thousand (2008: £18,037 thousand) and net cash after deducting borrowings and amounts due to clients of £150 thousand (2008: net debt of £8,658 thousand). The directors have considered the implications for going concern as set out below.

The board remains satisfied with the group’s funding and liquidity position, and in particular notes the significant improvement from 2008. The main sources of debt funding are the bank facilities with Barclays Bank plc in the United Kingdom, PNC Bank in the United States of America, Hypo Vereins Bank in Germany and the convertible loan notes. The group also holds subordinated loan notes that were acquired as part of the acquisition of DoveBid, Inc.

As indicated in note 21 to the financial statements, the group meets its day-to-day working capital requirements from its cash and overdraft facilities. Subsequent to 31 December 2009, management has renegotiated the PNC Bank facilities to reduce the principal deal facility from $5 million to $3.5 million, with a corresponding increase in the working capital facility from $2 million to $3.5 million; the $3 million term loan facility remains unchanged and had a balance of $2.65 million outstanding at 31 December 2009. In addition to the PNC Bank facilities, the group has facilities with Barclays Bank plc of £300 thousand and Hypo Vereins Bank of £300 thousand, both of which are repayable on demand.

The board remains mindful regarding the uncertainties inherent in the current economic climate. The group’s forecasts and projections, taking account of reasonable changes in trading performance given these uncertainties, show the group operating within its current facilities.

The board has reviewed the bank facilities and believes that they provide sufficient headroom going forward. Forecasts reviewed by the board, including forecasts adjusted for worse economic conditions together with appropriate cost containment measures already in place show continued compliance with covenants on the PNC Bank facilities. All other debt funding is free of covenants. Those forecasts show the group has sufficient working capital facilities.

On the basis of these forecasts, both base case and sensitised as described above, and given the level and repayment profile of the facilities, the board has concluded that the going concern basis of preparation continues to be appropriate.

Consolidation

Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Investments in associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are included in the consolidated financial statements using the equity method.

The group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss. The cumulative post-acquisition movements are adjusted against the carrying value of the investment.

Segment reporting

The group presents segmental analysis by geography. All geographical segments are engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. The corporate centre provides support services to the group as a whole covering IT, finance, legal and campaign marketing. Assets and liabilities are allocated according to their physical location.

Information reported to the group’s chief operating decision maker for the purposes of resource allocation and assessment of segment performance is more specifically focussed on the geographical region and not the type of service. The group’s reportable segments under IFRS 8 are therefore as follows: North America, Europe, Asia and Corporate. The accounting policies of the reportable segments are the same as the group’s accounting policies described in this note. Segment profit represents the profit earned by each segment without allocation of central administration costs and directors’ salaries. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

Foreign currency translation

(a)		Functional and presentation currency
		Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in ‘Sterling’ (‘£’), which is the company’s functional and presentation currency.
(b)		Transactions and balances
		Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Notes to the consolidated financial statements continued

For the year ended 31 December 2009

(c)		Group companies
		The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

	i.		assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
	ii.		income and expenses are translated at weighted average monthly exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, are recognised in other comprehensive income. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive income are recognised in profit or loss as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts.

The primary business of the group is the provision of services associated with the valuation and sale of used industrial equipment. In such circumstances group companies act as an agent on behalf of their clients, and revenues represent commissions or fees charged to clients in connection with the provision of these services. Group companies may also take a position as a principal whereby they purchase and sell equipment on their own behalf. On these occasions revenues represent the percentage ownership of the value of the equipment being sold with the cost of such equipment being reported within inventory at the time of purchase and as cost of sales at the time of sale.

Revenue is recognised when it is probable that the economic benefits will flow to the group, when the revenues and associated costs can be reliably measured and when the stage of completion of the transaction at the balance sheet date can also be reliably measured. In addition in the case of principal sales of equipment the group company must have transferred to the buyer the significant risks and rewards of ownership of those goods, and must retain no significant managerial involvement with, nor control over, those goods.

In the case of agency sales a buyer will usually be identified, the sale price agreed and the buyer invoiced on behalf of the client before the group invoices the client. Accrued income receivable represents an accrual for such work completed on behalf of clients but not yet invoiced to the client. Accruals are estimated based on the expected proceeds from the sale of client owned equipment, agreed commission rates and other contractual terms.

Employee benefits

(a)		Pension obligations
		The group has both defined benefit and defined contribution plans. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
		The defined benefit plan, the Henry Butcher Pension and Life Assurance Scheme, is operated by GoIndustry UK Limited. GoIndustry UK Limited is obliged to make sufficient contributions to an externally administered fund in order to satisfy future pension obligations. The Scheme was closed to new members with effect from 1 January 2002, and with effect from 31 December 2004 accrual of benefits in the Scheme ceased and active members contributed to a defined contribution scheme. The liability recognised in the balance sheet in respect of the defined benefit scheme is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

		Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise.
		For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
(b)		Share-based compensation
		The group operates a number of equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the group revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
		The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

Current and deferred income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Property, plant and equipment

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Notes to the consolidated financial statements continued

For the year ended 31 December 2009

Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Buildings		10-25 years
Vehicles		4 years
Furniture, fittings and equipment		3 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Intangible assets

(a)		Goodwill
		Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
		Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The company allocates goodwill to each geographical business unit.
		Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
(b)		Customer relationships
		Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship, which is 5 years.
(c)		Brands
		Brands acquired in a business combination are recognised at fair value at the acquisition date. The brands have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the brands, which is 10 years.
(d)		Other intangible assets
		Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of 2 to 3 years.
		In line with IFRS, the group does not recognise internally generated intangible assets arising from expenditures such as research, branding or the creation of its customer and equipment databases. Expenditures associated with internal systems development and with internally generated goodwill are charged against profit in the period in which they are incurred.

Inventories

Inventories comprise used industrial equipment purchased for resale and are stated at the acquisition cost of the assets. In some cases dismantling, transportation, or warehousing costs may be incurred, which are added to the inventory value. These costs are allocated between the group of assets acquired on a weighted average of the deemed value of the assets. Where this allocated cost is in excess of net realisable value the excess carrying amount is written off to profit or loss. Borrowing costs are not included in the inventory valuation. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Financial assets

The group’s financial assets comprise trade and other receivables, cash and cash equivalents.

Trade and other receivables

Trade and other receivables comprise trade accounts receivable, accrued income receivable, auction expenses receivable, prepayments and other receivables. Trade receivables are initially recognised at fair value, and subsequently measured at amortised cost using the effective interest method less impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within administrative expense. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against ‘administrative expense’ in profit or loss.

Accrued income receivable represents an accrual for work completed on behalf of clients but not yet invoiced. Auction expenses represent costs incurred on behalf of and recoverable from clients but not yet invoiced.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, monies held under guarantee, and bank overdrafts.

Group companies routinely collect cash from auction sales, the proceeds of which are ultimately payable to the client whose assets are being sold. Client money owing is reported within cash on the consolidated balance sheet with a corresponding liability reported as amounts due to clients within accounts payable. Client cash that is held together with the group’s own cash is reported within own cash on hand and at bank, but if for legal or other reasons it must be segregated from company funds it is reported separately as client cash on escrow. Short-term deposits are liquid investments that are convertible to known amounts of cash and which are subject to insignificant risk of change in value. Monies held under guarantee is cash held in accounts to which the group enjoys legal title, which are used to meet specific client liabilities.

Trade payables

Trade payables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Provisions

Provisions for potential future costs such as those arising from the defence of a legal claim are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.

Where any group company purchases the company’s equity share capital (own shares held in trust), the consideration paid, including any directly attributable incremental costs is deducted from equity attributable to the company’s equity holders until the shares are cancelled or reissued.

3. Financial risk management

The group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. Financial risk management is coordinated at group level and seeks to minimise potential adverse effects on the group’s financial performance.

Market risk

(a)		Foreign exchange risk
		The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. In order to reduce the currency risk arising in respect of recognised foreign currency assets and net investments in foreign subsidiaries, the group uses direct borrowings in the same currency. The risk relating to future commercial transactions and recognised liabilities is mitigated through the maintenance of cash balances in the same currency.

Notes to the consolidated financial statements continued

For the year ended 31 December 2009

		The effect of changing exchange rates is regularly monitored by the group and a sensitivity analysis has been prepared to show the impact of changes in foreign exchange between Sterling, the United States Dollar and the Euro. A decrease of twenty cents in the value of both the Dollar and the Euro would increase consolidated loss before tax by £12 thousand (2008: Decrease £393 thousand) and increase total equity by £5,000 thousand (2008: £5,618 thousand). An increase of five cents in the value of both the Dollar and the Euro would decrease consolidated loss before tax by £1 thousand (2008: Increase £522 thousand) and decrease total equity by £999 thousand (2008: £8,459 thousand).
		Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the functional currency.
		The carrying values of the group’s financial assets and liabilities are denominated in the following currencies:

		2009
In thousands of pounds		USD				Euro				GBP				Total
Loans and receivables:
Trade receivables			2,130				809				464				3,403
Other receivables			767				117				6				890
Accrued income			60				324				1,066				1,450
Cash and cash equivalents			14,268				2,727				3,756				20,751
Amortised Costs:
Trade payables			124				(272	)			(3,341	)			(3,489	)
Amounts due to clients			(12,635	)			(2,647	)			(954	)			(16,236	)
Accruals and other payables			(1,550	)			(1,003	)			(787	)			(3,340	)
Borrowings			(3,280	)			(500	)			(585	)			(4,365	)
			(116	)			(445	)			(375	)			(936	)

		2008
In thousands of pounds		USD				Euro				GBP				Total
Trade receivables			1,857				1,094				628				3,579
Other receivables			849				165				30				1,044
Accrued income			621				791				3,401				4,813
Cash and cash equivalents			13,036				1,217				3,784				18,037
Amortised Costs:
Trade payables			(1,501	)			(841	)			(2,365	)			(4,707	)
Amounts due to clients			(9,695	)			(1,881	)			(4,603	)			(16,179	)
Accruals and other payables			(3,176	)			(1,160	)			(1,042	)			(5,378	)
Borrowings			(5,290	)			—				(5,226	)			(10,516	)
			(3,299	)			(615	)			(5,393	)			(9,307	)

		During the 12 month period the Sterling / US Dollar exchange rate fluctuated between a maximum and minimum of 1.653 and 1.421 US $ to £1.
		During the 12 month period the Sterling / Euro exchange rate fluctuated between a maximum and minimum of 1.176 and 1.076 EUR to £1.
(b)		Cash flow interest rate risk
		Borrowings of the group comprise convertible loan notes issued by GoIndustry-DoveBid plc and bank loans held by GoIndustry USA Inc., GoIndustry UK Limited and GoIndustry AG. The group is exposed to cash flow interest rate risk only on its bank borrowings as the convertible loan notes attract interest at a fixed rate of 12%. Bank borrowings are used mainly for working capital to finance the purchase of assets for resale and therefore are generally held only for a short time period.
		Before the purchase of each group of assets a proposal is presented to an investment committee projecting the profitability of the investment after the cost of finance and therefore decisions can be taken based upon the prevailing interest rate at the time of investment. Due to the short time period for which these assets are held the actual finance cost is only likely to fluctuate marginally from the projection. There is also a term loan facility of £1,663 thousand (2008: nil) that is repayable over the period to 30 April 2012.
		A sensitivity analysis has been prepared to model the impact on profit before tax of a change in the effective interest rate for bank borrowings. A +/- variance of 100 basis points in the effective interest rate would have an impact of £77 thousand (2008: £77 thousand) on profit before tax. Further details on interest rate risk exposure are contained in note 21.

Credit risk

Credit risk arises from the risk that a counterparty defaults on its liability in relation to financial assets of the group that they are holding. The group is subject to credit risk on its bank deposits and trade receivables. Bank deposits are held only by institutions rated as investment grade by an independent rating agency; credit exposure is further reduced by limiting the proportion of net deposits that can be held by a single institution. Further details regarding the group’s policy for the management of trade receivables is set out below.

The table below shows the major counterparties at the reporting date:

In thousands		2009
Counterparty		Rating				Balance
PNC Bank			A				8,289
Barclays Bank plc		AA-					—
Hypo Vereins Bank		AAA					827
LCL		AA-					363
HSBC		AA					323
Deutsche Bank		AAA					246
Other			—				10,703
							20,751

The fair values of trade and other receivables are not materially different from the carrying values. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned in note 18, other than prepayments, and cash.

Trade receivables management

Exposure to credit risk on trade receivables from commission and principal sales is limited because it is the group’s policy not to allow the title to assets to be transferred until payment is received.

Capital risk management

The group manages its capital to ensure that subsidiary operations are able to continue as going concerns, the group and relevant subsidiaries remain in compliance with their banking covenants, and the return to shareholders is maximised through an appropriate mix of debt and equity funding. The group’s capital structure comprises total equity and net debt.

Surplus cash is either reinvested in the business or used to repay debt. The level of debt is monitored through the cash flow leverage ratio, which is net debt divided by EBITDA. Net debt is calculated as amounts due to clients, borrowings and both convertible and subordinated loan notes less cash and cash equivalents. EBITDA is earnings before interest, taxation, depreciation and amortisation.

Liquidity risk

Liquidity risk is primarily managed through the maintenance of adequate liquid resources, principally in the form of bank deposits. In addition to this, bank facilities to allow financing of working capital are also available in some business units.

Notes to the consolidated financial statements continued

For the year ended 31 December 2009

The table below sets out the liquidity profile of the group’s financial assets and liabilities:

2009

		Effective				Recognised				Contractual				Total
		interest				asset /				interest				Contractual				6 months				6-12
In thousands of pounds		rate				(liability)				payable				cash flow				or less				months				1-5 years
Loans and receivables:
Trade receivables			—				3,403				—				3,403				2,999				404				—
Other receivables			—				890				—				890				890				—				—
Accrued income			—				1,450				—				1,450				1,450				—				—
Cash and cash equivalents			2	%			20,751				—				20,751				20,751				—				—
Amortised Cost:
Trade payables			—				(3,489	)			—				(3,489	)			(3,365	)			(124	)			—
Amounts due to clients			—				(16,236	)			—				(16,236	)			(16,236	)			—				—
Accrued expenses			—				(3,340	)			—				(3,340	)			(3,340	)			—				—
Bank loans and overdrafts			4	%			(3,371	)			—				(3,371	)			(3,371	)			—				—
Subordinated loan notes			9	%			(494	)			—				(494	)			(116	)			(116	)			(262	)
Convertible loan notes			12	%			(500	)			—				(500	)			—				—				(500	)
							(936	)			—				(936	)			(338	)			164				(762	)