Interim Results
Eckoh PLC
17 December 2007
Eckoh plc
Unaudited Interim Results for the six months ended 30 September 2007
Highlights of the period:
• Good progress made with restructuring and repositioning the Group as a
specialised speech solutions business with the sale of Connection Makers
divisions for £2.75m
- Chat division sold to Antiphony Ltd for £1.75m
- TV division sold for £1.0m
• Speech Solutions revenues increase by 5% to £3.1m (H1 2006/7: £3.0m)
with GP increasing by 14% to £1.9m (H1 2006/7: £1.6m)
• Gross margin in Speech Solutions increases to 60% (H1 2006/7: 56%)
• Revenues from continuing operations reflect lower call volumes in the
Groups' Client IVR division
• Balance Sheet holds £5.7m cash, a £4.7m receivable from Symphony Telecom
and £1.0m receivable from sale of TV channel; it does not include the £1.75m
receivable for the Chat sale
• Initiated a cost reduction programme to streamline the business and
align operating costs with ongoing revenues which is expected to reduce
group expenses by £1m+ for the Full Year 2008/2009
Significant contract renewals and developments:
• 5 year contract extension with TFCC Inc for the provision of services to
UK utilities
• 2 year contract on new terms with Trinity Mirror to provide network
facilities and interactive services to their national and regional
publications
• Traintracker speech service provided to National Rail Enquiries awarded
'Innovation of the Year' at Transport Innovations Event and 'Best Use of
Technology Partnership' in the Customer Contact Association's Excellence
Awards
Nik Philpot, Chief Executive Officer, commented today:
'We are pleased with the progress made in repositioning ourselves as a
specialised speech solutions company following the disposal of Connections
Makers and our balance sheet remains extremely strong.
The conditions in the media sector have been challenging and we expect this to
be a smaller business going forward, but despite this we have a good portfolio
of clients with which we can maintain a strong and profitable position in the
market.
Looking ahead into 2008, our entire focus will be on aggressively driving
forward the speech business and as a result we have renewed confidence, vigour
and belief that we can deliver real value for shareholders.'
For further enquiries, please contact:
Eckoh plc
Nik Philpot, Chief Executive Officer Tel: 01442 458 300
Adam Moloney, Group Finance Director
Jim Hennigan, Executive Director
www.eckoh.com
Corfin Communications
Harry Chathli / Neil Thapar / Ben Hunt Tel: 020 7977 0020
Seymour Pierce
Jonathan Wright / Parimal Kumar Tel: 020 7107 8000
Introduction
The Board of Eckoh reports that steady progress has been made towards its aim of
becoming the clear market leader for hosted Speech Recognition services in
Europe.
During the period, Eckoh have pursued the long held strategy of focusing the
business on the core Speech Solutions division. To this end, we closed the
Dating division of Connection Makers at the end of September 2007, announced the
sale of the TV division of that subsidiary on 1 October 2007, and we can
announce today the sale of the final part of the Connection Makers business to
Antiphony Limited for a cash consideration of £1.75m.
It has become clear during 2007 that the benefits available from running the
Client IVR division were disproportionate to the risks and that the
significantly reduced call volumes have meant that the low margins inherent in
the activity were no longer sustainable. To that end the Group has re-contracted
with all of its clients to provide maximum protection from regulatory issues and
where appropriate we have renegotiated the terms of the arrangements. The IVR
division has also worked with its major TV client in this sector, ITV, to exit
this contract (which we expect to end early in 2008), from which point ITV is
expected to operate the provision of services in-house.
The combination of Connection Makers exiting the Group and the changes in Client
IVR has had an immediate impact on the short term profitability of the Group in
comparison to last year. To address this we have initiated a cost reduction
programme within the business that will take out over £1m of operating expenses
which will enable us to deliver significantly improved financial results during
2008/9.
Going into 2008, the focus of the business will be concentrated on the high
margin Speech Solutions activity.
1.1 Speech Solutions
Revenue in the Speech Solutions division increased by 5% to £3.1m (H1 2006/7:
£3.0m) during the period, with the gross margin increasing to 60% (H1 2006/7:
56%) allowing gross profit to increase by 14% to £1.9m (H1 2006/7: £1.6m).
The division delivered growth and was able to offset the loss of revenue from
its largest margin client, UGC cinemas, following their acquisition by
Cineworld. Adjusting for the loss of that client, revenues in the division have
actually increased by 18% and the gross profit has increased by 33%. The loss of
UGC was unusual in that it is has been the only major contract lost in over 4
years, our normal experience is for clients to contract for an initial term of
between 3-5 years, and to then renew and extend the scope of their contracts. By
way of illustration we have been able to generate 29% more revenue from our top
7 clients than in the same period last year.
As well as growing existing clients, additional revenue streams have been
achieved by bringing in significant new clients such as AXA PPP, Parcelforce
Worldwide, United Utilities and Three Valleys Water, all of whom were not
generating revenue in the first half of last year. These developments, a strong
sales pipeline and developments in the US market serve to reinforce belief in
the Speech Solutions market.
During the period, extensive research and discussions have taken place to
identify potential acquisition targets in mainland Europe. This exercise has,
however, proven difficult as there are few suitable candidates and those that
have been identified are typically private businesses whose valuations are
guided by transactions in the United States as well as a long term confidence in
the market.
As a result Eckoh will continue to focus on organically growing the UK business
and will look opportunistically at possible consolidation opportunities within
the UK. To support that strategy there are efforts to diversify the sales
channels by establishing more indirect relationships as illustrated by the
partnership put in place earlier in the year with Genesys, an Alcatel-Lucent
company focused on the call centre market.
1.2 Client IVR
The Client IVR division has been severely impacted by the adverse media
publicity in relation to the use of premium rate telephony, particularly in the
broadcast sector. Revenues in this division have fallen by 66% to £13.2m (H1
2006/7: £38.8m) due to a reduction in the volumes of calls coming into ITV and
the ITV Play formats. Gross profit in this division was £0.8m (H1 2006/7:
£1.8m).
Eckoh has not lost any clients in this division over the period so these reduced
financials have come purely from a lower number of calls coming into the same
services.
The Group has taken significant steps during the period to execute on its
strategy of becoming a 'best practice' service provider in this area. As stated
previously, the combination of decreasing call volumes and increased regulatory
pressures meant that the approach to the business has had to change. As a result
all clients in this area have been asked to sign new contracts and where
appropriate the terms have been renegotiated. Trinity Mirror is an example of a
client who has recognised the value and importance of the compliance expertise
that we can provide and has entered into a new contract with us for a two year
period.
We resigned the contract that we had with ITV in September as it was no longer
commercially viable at the lower call volumes, and agreed instead a monthly fee
based contract from October. As publicly stated in the announcement accompanying
the Deloittes report, ITV are looking to take this activity in-house and to that
end we anticipate our agreement coming to an end in early 2008.
The Client IVR division remains complementary to the Speech Solutions division,
but going forward Eckoh will only operate in this area with clients who are
looking for a top quality service, who consider regulatory compliance to be of
paramount importance and are willing to pay an appropriate price for receiving
this professional service.
2. Connection Makers
Following a long term review of the Connection Makers activity the Board took
the decision to close the Dating division, which had become unprofitable, at the
end of September 2007. On 1 October 2007, it was announced that the TV division
had been sold for £1m payable in cash over the following two years subject to
regulatory approval. We are pleased to announce today that we have sold the
final part of the business, the Chat division of Connection Makers for £1.75m
payable in cash over 2 years.
The financial results for the Dating division and the TV division are included
within discontinued operations. The results for the Chat division are included
within continuing operations for the period on the basis that at 30 September
2007 it could not be demonstrated that the sale was highly probable under the
requirements of IFRS 5 'Non-current assets held for sale and discontinued
operations'.
During the period, revenue was £5.1m compared to £3.9m in H1 2006/7. Gross
margin was £1.9m compared to £2.2m in H1 2006/7.
3. Administrative expenses
The administrative expenses in the business have remained steady at £4.5m. The
reduced level of calls in Client IVR has had little effect on the amount of
resource required to run these accounts, however, the expected exit from the ITV
contract and disposal of the Connection Makers division has enabled us to review
these costs in full.
A cost reduction programme will be completed over the coming weeks to reduce the
level of expenses to be proportionate to the size of the remaining business. It
is anticipated that over £1m per annum of costs will be removed as part of this
exercise.
4. Liquidity and capital resources
Eckoh continues to hold a very strong balance sheet with shareholders' equity of
£8.7m (2006: £18.1m) including £5.7m of cash and cash equivalents (2006:
£16.4m). The decrease in cash and cash equivalents from the comparative interim
period is due to the cash outflow of £10.2m in respect of the tender offer and
share buyback completed in February 2007, with the remaining reduction almost
entirely due to a reduction in working capital as a result of the decline in
Client IVR activity.
Also on the balance sheet are the £4.7m receivable from Symphony Telecom Limited
('Symphony') and the £1.0m receivable from the sale of the TV division of
Connection Makers. The first instalment of the receivable from Symphony will be
received in December 2007 at £1.5m. The remaining instalments are due to be paid
annually in June with the final repayment in June 2010. The £1.0m receivable
from the sale of the TV division will be fully paid by October 2009.
The disposal of the Chat division, which although not reflected in the balance
sheet at 30 September 2007, will further strengthen the business with £1.75m to
be paid over the next two years.
5. International Financial Reporting Standards
Due to the requirement for the Group to report under International Financial
Reporting Standards ('IFRS') from 1 April 2007, the interim financial statements
are lengthier than in previous years. The adjustments between UK GAAP and IFRS
for the period relate mainly to discontinued operations. A full reconciliation
is shown in the notes to the financial statements.
6. Outlook
The second half of the year will see the emergence of a smaller Group which is
much more focused on the Speech Solutions division, where we ultimately see
value being created for shareholders. The impact of the restructuring will see a
reduction in the level of costs but it will not be until 2008/9 that we will see
the full benefit of the steps taken in 2007/8.
Although the first half of the financial year has been difficult for a number of
reasons, it has served to accelerate the strategic plans for the business.
Looking ahead to 2008, with our focus entirely on aggressively driving forward
the speech business, we have renewed confidence, vigour and belief that we can
deliver real value for shareholders.
Consolidated interim income statement
for the period ended 30 September 2007
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2007 2006 2007
£'000 £'000 £'000
(unaudited) (unaudited) (audited)
Continuing operations
Revenue 17,954 43,994 81,539
Cost of sales (14,529) (39,763) (72,568)
------------------ ----------- ----------- -----------
Gross profit 3,425 4,231 8,971
Administrative expenses (4,467) (4,529) (9,539)
------------------ ----------- ----------- -----------
Loss from operating activities (1,042) (298) (568)
Interest receivable 271 406 882
Interest payable - (1) (1)
------------------ ----------- ----------- -----------
(Loss)/profit before taxation (771) 107 313
Taxation (15) - -
Loss for the period from
continuing operations (786) 107 313
Discontinued operations
Post tax profit for the period
from discontinued operations 567 7,552 8,062
------------------ ----------- ----------- -----------
(Loss)/profit for the period (219) 7,659 8,375
================== =========== =========== ===========
Attributable to:
Minority interests - 142 144
Equity holders of the parent (219) 7,517 8,231
------------------ ----------- ----------- -----------
(219) 7,659 8,375
================== =========== =========== ===========
(Loss)/earnings per share expressed
in pence per share
Basic (0.11) 2.76 3.13
Diluted (0.11) 2.70 3.07
(Loss)/earnings per share from
continuing operations expressed in
pence per share
Basic (0.40) 0.04 0.12
Diluted (0.40) 0.04 0.12
Earnings per share from discontinued
operations expressed in pence per
share
Basic 0.29 2.77 3.06
Diluted 0.28 2.71 3.00
Consolidated interim balance sheet
as at 30 September 2007
30 September 2007 30 September 2006 31 March
2007
£'000 £'000 £'000
(unaudited) (unaudited) (audited)
Assets
Non-current assets
Intangible assets 104 246 180
Property, plant and equipment 909 1,256 1,148
Financial assets - available for sale 288 288 288
investments
Other receivables 2,879 4,700 3,273
--------------------- ---------- ---------- ----------
4,180 6,490 4,889
--------------------- ---------- ---------- ----------
Current assets
Inventories 6 80 17
Trade and other receivables 8,224 13,132 8,644
Current tax assets 68 - -
Cash and cash equivalents 5,736 16,422 9,601
--------------------- ---------- ---------- ----------
14,034 29,634 18,262
--------------------- ---------- ---------- ----------
Assets held for sale 902 - -
Total assets 19,116 36,124 23,151
Liabilities
Current liabilities
Trade and other payables (9,198) (17,691) (13,682)
Current tax liabilities (488) (196) (257)
Obligations under finance lease (7) (20) (7)
--------------------- ---------- ---------- ----------
(9,693) (17,907) (13,946)
--------------------- ---------- ---------- ----------
Liabilities directly
associated with assets held
for sale (606) - -
Non-current liabilities
Obligations under finance lease (2) - -
Provisions (75) (123) (516)
--------------------- ---------- ---------- ----------
(77) (123) (516)
--------------------- ---------- ---------- ----------
--------------------- ---------- ---------- ----------
Net assets 8,740 18,094 8,689
===================== ========== ========== ==========
Shareholders' equity
Share capital 499 685 491
Capital redemption reserve 198 - 198
Share premium 703 335 477
Currency reserve (69) 37 (61)
Retained earnings 7,409 17,037 7,584
--------------------- ---------- ---------- ----------
Total shareholders' equity 8,740 18,094 8,689
===================== ========== ========== ==========
Consolidated interim statement of changes in equity
as at 30 September 2007
(unaudited)
Share Capital Share Retained Currency Minority Total
Capital redemption premium earnings reserve interests
reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance as 1
April 2006 681 - 227 9,345 - 1,592 11,845
Minority share
of losses for
the period - - - - - (144) (144)
Disposal of
subsidiary - - - - - (1,448)(1,448)
Exchange
differences - - - - 37 - 37
Profit for the
period - - - 7,659 - - 7,659
---------------- ------- -------- ------- ------- ------- ------- ------
Total
recognised
income and
expense - - - 7,659 37 (1,592) 6,104
---------------- ------- -------- ------- ------- ------- ------- ------
Share based
payment charge - - - 33 - - 33
Shares issued
under the
option schemes 4 - 108 - - - 112
---------------- ------- -------- ------- ------- ------- ------- ------
Balance at 30
September 2006 685 - 335 17,037 37 - 18,094
---------------- ------- -------- ------- ------- ------- ------- ------
Balance at 1
October 2006 685 - 335 17,037 37 - 18,094
Exchange
differences - - - - (98) - (98)
Profit for the
period - - - 716 - - 716
---------------- ------- -------- ------- ------- ------- ------- ------
Total
recognised
income and
expense - - - 716 (98) - 618
---------------- ------- -------- ------- ------- ------- ------- ------
Share based
payment charge - - - 78 - - 78
Shares issued
under the
option schemes 4 - 142 - - - 146
Share buy back
and tender
offer (198) 198 - (10,247) - -(10,247)
---------------- ------- -------- ------- ------- ------- ------- ------
Balance at 31
March 2007 491 198 477 7,584 (61) - 8,689
---------------- ------- -------- ------- ------- ------- ------ ------
Balance at 1
April 2007 491 198 477 7,584 (61) - 8,689
Exchange
differences - - - - (8) - (8)
Loss for the
period - - - (219) - - (219)
---------------- ------- -------- ------- ------- ------- ------- ------
Total
recognised
income and
expense - - - (219) (8) - (227)
---------------- ------- -------- ------- ------- ------- ------- ------
Share based
payment charge - - - 44 - - 44
Shares issued
under the
option schemes 8 - 226 - - - 234
---------------- ------- -------- ------- ------- ------- ------- ------
Balance at 30
September 2007 499 198 703 7,409 (69) - 8,740
================ ======= ======== ======= ======= ======= ======= ======
Consolidated interim cash flow statement
for the period ended 30 September 2007
Six months ended Six months ended Year ended
30 September 30 September 31 March
2007 2006 2007
£'000 £'000 £'000
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Continuing operations
(Loss)/profit after taxation (786) 107 313
Interest expense (271) (405) (881)
Depreciation of property,
plant and equipment 329 328 756
Amortisation of intangible
assets 118 27 172
Decrease/(increase) in
inventories 11 (38) 25
(Increase)/decrease in
trade and other receivables (237) (2,355) 7,204
(Decrease)/increase in
trade and other payables (3,794) (3,302) (7,750)
--------------------- ---------- ---------- ----------
Cash utilised in operations (4,630) (5,638) (161)
Interest paid - (1) (1)
--------------------- ---------- ---------- ----------
Net cash utilised in
continuing operating
activities (4,630) (5,639) (162)
--------------------- ---------- ---------- ----------
Discontinued operations
Profit after taxation 567 7,552 8,062
Taxation recognised in
income statement 15 80 80
Interest expense - 75 75
Depreciation of property,
plant and equipment 30 - -
Amortisation of intangible
assets 21 - -
Disposal of property, plant
and equipment (141) - -
Inventories - (45) (45)
(Increase)/decrease in
trade and other receivables (5) 7,387 7,016
Increase/(decrease) in
trade and other payables 127 (12,499) (13,920)
--------------------- ---------- ---------- ----------
Cash generated from
operations 614 2,550 1,268
Interest paid - (169) (169)
Taxation (15) (80) (80)
--------------------- ---------- ---------- ----------
Net cash generated from
discontinued operating
activities 599 2,301 1,019
--------------------- ---------- ---------- ----------
Cash flows from investing
activities
Continuing operations
Purchase of property, plant
and equipment (221) (550) (947)
Purchases of intangible
fixed assets (62) (151) (230)
Interest received 267 481 785
--------------------- ---------- ---------- ----------
Net cash utilised in
continuing investing
activities (16) (220) (392)
--------------------- ---------- ---------- ----------
Discontinued operations
Purchase of property,
plant and equipment (13) (42) (13)
Purchases of intangible fixed assets (37) - (37)
Proceeds on disposal of subsidiary - 10,728 10,188
undertaking
Net cash disposed with subsidiary - (3,165) (3,165)
undertaking
Interest received - 18 18
--------------------- ---------- ---------- ----------
Net cash (utilised)/generated from
discontinued investing activities (50) 7,539 6,991
--------------------- ---------- ---------- ----------
Cash flows from financing activities
Continuing operations
Issue of shares 234 112 60
Share buyback and tender offer - - (10,247)
Capital element of finance
payments lease rental (2) (8) (5)
---------- ---------- ----------
---------------------
Net cash generated from
continuing investing activities 232 104 (10,192)
--------------------- ---------- ---------- ----------
Discontinued operations
Loans repaid - (400) (400)
--------------------- ---------- ---------- ----------
Net cash utilised in discontinued
investing activities - (400) (400)
--------------------- ---------- ---------- ----------
--------------------- ---------- ---------- ----------
Decrease in cash and cash equivalents (3,865) 3,685 (3,136)
Cash and cash equivalents at
the start of the period 9,601 12,737 12,737
--------------------- ---------- ---------- ----------
Cash and cash equivalents at
the end of the period 5,736 16,422 9,601
===================== ========== ========== ==========
Eckoh plc Consolidated Interim Financial Statements for the period ended 30
September 2007
1. General information
The financial information set out in this interim report for the six months
ended 30 September 2007 and the comparative figures for the six months ended 30
September 2006 are unaudited. The UK GAAP figures for the year ended 31 March
2007 were audited, however the IFRS conversion figures are not audited. This
financial information does not constitute statutory accounts as defined in
Section 240 of the Companies Act 1985. The Group's statutory financial
statements for the year ended 31 March 2007 were prepared under UK GAAP. The
auditors report on these financial statements was unqualified and did not
include references to any matters to which the auditors drew attention by way of
emphasis without qualifying their report and did not contain statements under
section 237(2) of the Companies Act 1985. The financial statements for the year
ended 31 March 2007 have been filed with the Registrar of Companies.
2. Basis of preparation
These consolidated interim financial statements ('the interim financial
statements') of Eckoh plc are for the six months ended 30 September 2007. They
take into account the requirements of IFRS1, First-time Adoption of IFRS, as
they are part of the period covered by the Group's first IFRS financial
statements for the year ended 31 March 2008. These interim financial statements
have been prepared in accordance with those IFRS standards and IFRIC
interpretations issued and effective or issued and early adopted as at the time
of preparing these statements (November 2007). The IFRS standards and IFRIC
interpretations that will be applicable at 31 March 2008, including those that
will be applicable on an optional basis, are not known with certainty at the
time of preparing these interim financial statements. The interim financial
statements do not include all of the information required for full annual
financial statements and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 March 2007.
These interim financial statements have been prepared in accordance with the
accounting policies set out below which are based on the recognition and
measurement principles of IFRS in issue as adopted by the European Union ('EU')
and effective at 31 March 2008 or are expected to be adopted and effective at 31
March 2008, the first annual reporting date at which we are required to use IFRS
accounting standards adopted by the EU. As permitted by the AIM Listing Rules,
the Group has elected not to comply with IAS 34 'Interim financial reporting'.
Eckoh plc's consolidated financial statements were prepared in accordance with
applicable United Kingdom Generally Accepted Accounting Principles ('UK GAAP')
until 31 March 2007. The date of transition was 1 April 2006. UK GAAP differs in
some areas from IFRS. In preparing Eckoh plc's 2007 consolidated interim
financial statements, management has amended certain accounting methods applied
in the UK GAAP financial statements to comply with IFRS. The comparative figures
in respect of 2006 have been restated to reflect these adjustments.
Reconciliations and descriptions of the effect of the transition from UK GAAP to
IFRS on the Group's equity, net income and cash flows are provided in Note 7.
These consolidated interim financial statements have been prepared under the
historical cost convention, as modified by the revaluation of available-for-sale
financial assets, and financial assets and financial liabilities at fair value
through profit and loss.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise judgement in the
process of applying the Group's accounting policies. The principal accounting
policies, which have been consistently applied to all of the periods presented,
are described below.
3. Summary of principal accounting policies
Basis of Consolidation The Group financial statements consolidate the accounts
of the Company and its subsidiary undertakings. The results of subsidiaries
acquired are included in the consolidated income statement from the date on
which control passes to the Group and are included until the date on which the
Group ceases to control them. Subsidiaries are all entities over which the Group
has power to control the financial and operating policies so as to obtain
benefits from their activities. Transactions between Group companies are
eliminated on consolidation.
Investments in subsidiary undertakings are accounted for using the purchase
method of accounting. 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. 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 Group's share of the net assets of the subsidiary acquired, the difference
is recognised directly in the income statement.
Business combinations prior to 1 April 2006 have not been restated onto an IFRS
basis due to the application of an exemption under IFRS1.
Intangible fixed assets
(a) Goodwill Goodwill represents the excess of the fair value of the
consideration paid over the fair value attributable to the net assets acquired
and is capitalised on the Group balance sheet. Goodwill is carried at cost less
amortisation charged prior to the Group's transition to IFRS on 1 April 2006.
Prior to the adoption of IFRS, goodwill was amortised over a period not
exceeding 20 years. Following the adoption of IFRS, goodwill is not amortised
and is reviewed for impairment at least annually. Any impairment is recognised
in the period in which it is indentified.
(b) Intangible fixed assets Intangible fixed assets (including customer bases
and client contracts) acquired by the Group are capitalised at the fair value of
the consideration paid and amortised over their expected useful economic lives.
The expected useful economic life of an acquired customer base is generally
assumed to be 3-5 years. The useful economic lives for other intangible assets
are assessed for each acquisition as it arises.
(c) Research and development Research costs are charged to the income statement
in the year in which they are incurred. Development expenses include expenses
incurred by the Group to develop new products and enhance its systems.
Development costs are capitalised as intangible fixed assets when it is probable
that the project will be a success, considering its commercial and technological
feasibility, and costs can be measured reliably. Development costs that do not
meet those criteria are expensed as incurred. Capitalised development costs are
amortised on a straight line bases over the estimated useful life of the asset,
which is generally three years.
The carrying value of intangible fixed assets is assessed at the end of each
financial year for impairment. See the policy entitled impairment of assets
below.
Impairment of assets An impairment loss is recognised in the income statement
for the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of the asset's fair value less
costs to sell, and the value-in-use based on an internal discounted cash flow
evaluation. For the purpose of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows. All assets
are subsequently reassessed for indications that an impairment loss previously
recognised may no longer exist
Property, plant and equipment Property, plant and equipment is stated at cost or
fair value at acquisition, net of depreciation and any provisions for
impairment. 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
the income statement during the financial period in which they are incurred.
The gain or loss arising on the disposal of an asset is determined by comparing
the disposal proceeds and the carrying amount of the asset and is recognised in
the income statement. Depreciation is calculated using the straight-line method
to allocate the cost of each asset to its estimated residual value over its
expected useful life, as follows:
Motor vehicles - over 3 years
Fixtures and equipment - over 3 years
Material residual values and useful lives are reviewed, and adjusted if
appropriate, at least annually. 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.
Financial assets Financial assets include investments in companies other than
Group companies, financial receivables held for investment purposes, treasury
shares and other securities. Financial fixed assets are recorded at cost,
including additional direct expenses. A permanent impairment is provided as a
direct reduction of the securities account.
The Group classifies its investments in the following categories: financial
assets at fair value through profit and loss, loans and receivables,
held-to-maturity investments and available-for-sale investments. The
classification depends on the purpose for which the investments were acquired.
The classification is determined by management at initial recognition and the
designation is re-evaluated at each balance sheet date.
(a) financial assets at fair value through profit and loss: a financial
asset is classified in this category if acquired principally for the purpose of
selling in the short term or if so designated by management.
(b) loans and receivables: loans and receivables are non-derivative
financial assets with fixed or determinable payments that are not quoted in an
active market and with no intention of trading. They are included within current
assets, with the exception of those with maturities greater than one year, which
are included within non-current assets. Loans and receivables are included
within trade and other receivables in the balance sheet.
(c) held-to-maturity investments: held-to-maturity investments are
non-derivative financial assets with fixed or determinable payments and fixed
maturities that management has the intention and ability to hold to maturity.
The Group did not hold any investments in the category during the year.
(d) available-for-sale investments: are non-derivative financial assets that
are either designated in this category or not classified in any of the other
categories. They are included within non-current assets unless management
intends to dispose of the investment within 12 months of the balance sheet date.
Gains and losses arising from investments classified as available-for-sale are
recognised in the income statement when they are sold or when the investment is
impaired.
In the case of impairment of available-for-sale assets, any loss previously
recognised in equity is transferred to the income statement. Impairment losses
recognised in the income statement on equity instruments are not reversed
through the income statement. Impairment losses recognised previously on debt
securities are reversed through the income statement when the increase can be
related objectively to an event occurring after the impairment loss was
recognised in the income statement.
An assessment for impairment is undertaken annually.
A financial asset is derecognised only where the contractual rights to the cash
flows from the asset expire or the financial asset is transferred and that
transfer qualifies for derecognition. A financial asset is transferred if the
contractual rights to receive the cash flows of the asset have been transferred
or the Group retains the contractual rights to receive the cash flows of the
asset but assumes a contractual obligation to pay the cash flows to one or more
recipients. A financial asset that is transferred qualifies for derecognition if
the Group transfers substantially all the risks and rewards of ownership of the
asset, or if the Group neither retains nor transfers substantially all the risks
and rewards if ownership but does transfer control of that asset.
Inventories Inventories are valued at the lower of cost and net realisable
value. The cost of finished goods and work in progress comprises design costs,
direct labour and other direct costs. Net realisable value is the estimated
selling price in the ordinary course of business less applicable selling
expenses.
Trade and other receivables Trade and other receivables are recognised at fair
value. A provision for the impairment of trade receivables is made when there is
objective evidence that the Group will not be able to collect all amounts due to
it in accordance with the original terms of those receivables. The amount of the
provision is determined as the difference between the asset's carrying amount
and the present value of estimated future cash flows, discounted at the
effective interest rate. The amount of the provision is recognised in the income
statement. Other receivables are stated at amortised cost less provision for
impairment.
Cash and cash equivalents Cash and cash equivalents comprise cash in hand,
deposits held at call with banks, other short-term investments, with maturities
of three months of less that are readily convertible into known amounts of cash
and which are subject to an insignificant risk of changes in value and bank
overdrafts. Bank overdrafts are shown within borrowings in current liabilities
on the balance sheet.
Equity Equity comprises the following:
(a) 'Share capital' represents the nominal value of ordinary shares.
(b) 'Capital redemption reserve' represents the maintenance of capital following
the share buy back and tender offer.
(c) 'Share premium reserve' represents consideration for ordinary shares in
excess of the nominal value.
(d) 'Currency reserve' represents exchange differences arising on consolidation
of Group companies with a functional currency different to the presentation
currency.
(e) 'Retained earnings' represents retained profits.
Foreign currency transactions
(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 Group's functional and presentation currency.
(b) Group companies The results and position of all Group companies that have a
functional currency different from the presentation currency are translated into
the presentation currency as follows:
(i) assets and liabilities are translated at the closing rates of exchange
ruling at the balance sheet date;
(ii) income and expenses are translated at the average exchange rates. If
however the average exchange rate is not a reasonable approximation of the
exchange rates prevailing on the date of the transactions, the income and
expenses are translated at the exchange rates at the transaction dates; and
(iii) resulting exchange differences are recognised as a separate component of
equity.
Differences on exchange arising from the retranslation of the net investment in
foreign entities are taken to shareholders equity on consolidation. When a
foreign entity is sold, such exchange differences are recognised in the income
statement as part of the profit or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and as such
are translated at the closing rate.
Leases Leases are classified as finance leases whenever the terms of the lease
transfer substantially all the risks and rewards of ownership to the lessee. All
other leases are classified as operating leases.
Assets held under finance leases are recognised assets of the Group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as a finance lease obligation. Lease
payments are apportioned between finance charges and reduction of the lease
obligation so as to achieve a constant rate of interest on the remaining balance
of the liability. Finance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease. Benefits received and receivable as
an incentive to enter into an operating lease are also spread on a straight-line
basis over the lease term.
Provisions Provisions are recognised when: the Group has a present legal or
constructive obligation as a result of past events; it is more likely than not
that an outflow of resources will be required to settle the obligation; and the
amount has been reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of management's best estimate of
the expenditure required to settle the present obligation at the balance sheet
date. The discount rate used reflects current market assessments of the time
value of money and the increases specific to the liability.
Employee Benefits
(a) Pensions The Group operates a group personal pension scheme and one Group
company operates a defined contribution pension scheme. The assets of the
schemes are held separately from those of the Group in independently
administered funds. Contributions payable are charged in the income statement in
the year in which they are incurred.
(b) Bonus schemes The Group recognises a liability and an expense for bonuses
payable to: i) employees based on a formula that takes in to account gross
profit; and ii) senior management and executive directors based on a formula
that takes in to account operating profit. A provision is recognised where there
is a past practice that has created a constructive obligation.
(c) Share-based payments From time to time on a discretionary basis, the Board
of Directors award high-performing employees bonuses in the form of share
options. The options are subject to a three year vesting period and their fair
value is recognised as an employee benefits expense with a corresponding
increase in equity over the vesting period. The proceeds received are credited
to share capital and share premium when the options are exercised.
The Company operates a share option scheme which allowed certain employees to
acquire shares in the Company. The fair value of share options granted is
recognised within staff costs with a corresponding increase in equity. The fair
value is measured at grant date and spread over the period up to the date when
the recipient becomes unconditionally entitled to payment.
The fair value of share options was measured using the QCA-IRS option valuer
using the Black-Scholes formula, taking into account the terms and conditions
upon which the grants were made. The amount recognised as an expense is adjusted
to reflect the actual number of share options that vest except where forfeiture
is only due to share prices not achieving the threshold of vesting.
IFRS 2 has been applied to all options granted after 7 November 2002 which have
not vested on or before 1 April 2006. A deferred tax adjustment is also made
relating to the intrinsic value of the share options at the balance sheet date.
As a result of the grant of share options since 6 April 1999 the Company will be
obliged to pay employer's National Insurance contributions on the difference
between the market value of the underlying shares and their exercise price when
the options are exercised. A provision is made for this liability using the
value of the Company's shares at the balance sheet date and is spread over the
vesting period of the share options.
(d) Employee Share Ownership Plan The Group's Employee Share Ownership Plan
('ESOP') is a separately administered trust. The assets of the ESOP comprise
shares in the Company and cash. The assets, liabilities, income and costs of the
ESOP have been included in the financial statements in accordance with SIC 12,
Consolidation - Special purpose entities and IAS 32 - Financial Instruments:
Disclosure and Presentation. The shares in the Company are included at cost to
the ESOP and deducted from shareholders' fund. When calculating earnings per
share these shares are treated as if they were cancelled.
Revenue recognition Revenue represents the fair value of the sale of goods and
services, net of Value-Added Tax, and after eliminating sales within the Group.
Revenue is recognised as follows:
Speech Solutions build fee revenue is recognised on delivery of the speech
application. Call revenue from speech services is recognised when the Group has
determined that users have accessed its services via a telephone carrier network
and/or the Group's telecommunication call processing equipment connected to that
network. In the event that build, call and maintenance revenue are included in
the same contract, each component part is separately valued and individual
component revenues are recognised when that component is delivered.
Client Services and Connection Makers revenue is recognised when the Group has
determined that users have accessed its services via a telephone carrier network
and/or the Group's telecommunication call processing equipment connected to that
network. Cost of sales includes media costs, network charges, production costs
and facility costs, and is expensed in the accounting period in which the
related revenues are generated
Taxation Current tax is the tax currently payable based on taxable profit for
the year.
The interim tax charge on underlying business performance is calculated by
reference to the estimated effective rate for the full year. Tax on disposals
and other related items is based on the expected tax impact of each item.
Deferred taxation 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. Deferred tax is not
provided 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 tax
is calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date.
Deferred 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 tax on temporary differences associated with shares in subsidiaries is
not provided if reversal of these temporary differences can be controlled by the
Group and it is probable that reversal will not occur in the foreseeable future.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that are
charged or credited directly to equity in which case the related deferred tax is
also charged or credited directly to equity.
Financial liabilities Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial liabilities are recorded
initially at fair value, net of direct issue costs.
A financial liability is derecognised only when the obligation is discharged, is
cancelled or it expires.
4. Segment analysis
The Group's primary and only reporting format is by business. Eckoh plc operates
three business segments Speech Solutions, Client IVR and Connection Makers. All
revenue originates from the United Kingdom. The revenues and operating results
generated by each of the business segments within continuing operations are
summarised as follows:
Six months ended Connection Speech Client Central Total
30 September 2007 Makers Chat Solutions IVR costs continuing
division operations
£'000 £'000 £'000 £'000 £'000
-------------- --------- -------- -------- -------- --------
Revenue 1,698 3,099 13,157 - 17,954
-------------- --------- -------- -------- -------- --------
Gross profit 708 1,873 844 - 3,425
-------------- --------- -------- -------- -------- --------
Administrative
expenses (287) (1,498) (1,074) (1,608) (4,467)
Net interest
receivable - - - 271 271
-------------- --------- -------- -------- -------- --------
Loss before
taxation 421 375 (230) (1,337) (771)
-------------- --------- -------- -------- -------- --------
Six months ended Connection Speech Client Central Total
30 September 2006 Makers Chat Solutions IVR costs continuing
division operations
£'000 £'000 £'000 £'000 £'000
-------------- --------- -------- -------- -------- --------
Revenue 2,284 2,956 38,754 - 43,994
-------------- --------- -------- -------- -------- --------
Gross profit 761 1,641 1,829 - 4,231
-------------- --------- -------- -------- -------- --------
Administrative
expenses (318) (1,290) (1,117) (1,804) (4,529)
Net interest
receivable - - - 405 405
-------------- --------- -------- -------- -------- --------
Profit before
taxation 443 351 712 (1,399) 107
-------------- --------- -------- -------- -------- --------
Year ended Connection Speech Client Central Total
31 March 2007 Makers Chat Solutions IVR costs continuing
division operations
£'000 £'000 £'000 £'000 £'000
-------------- --------- -------- -------- -------- --------
Revenue 3,964 6,260 71,315 - 81,539
-------------- --------- -------- -------- -------- --------
Gross profit 1,602 3,888 3,481 - 8,971
-------------- --------- -------- -------- -------- --------
Administrative
expenses (613) (2,690) (2,363) (3,873) (9,539)
Net interest
receivable - - - 881 881
-------------- --------- -------- -------- -------- --------
Profit before
taxation 989 1,198 1,118 (2,992) 313
-------------- --------- -------- -------- -------- --------
5. Earnings per share
Basic earnings per ordinary share is calculated on the basis of the weighted
average number of ordinary shares of 198,605,468 (2006: 272,807,584) in issue
during the six months ended 30 September 2007 after adjusting for shares held by
the Employee Share Ownership Plan of 157,679 (2006: Nil) and the loss for the
period attributable to equity holders of the parent of £0.2m (2006: profit of
£7.5m).
In calculating diluted earnings per share, the weighted average number of
ordinary shares in issue, after adjusting for shares held by the Employee Share
Ownership Plan is further adjusted to include the dilutive effect of potential
ordinary shares. The potential ordinary shares represent share options granted
to employees where the exercise price is less than the average market price of
ordinary shares in the period. The dilutive effect of potential ordinary shares
is 1,729,539 (2006: 5,419,079).
Six months Six months
ended 30 ended 30 Year ended
September September 31 March
2007 2006 2007
(unaudited) (unaudited) (audited)
Weighted average number of shares in
issue in the period (number in thousands) 198,605 272,808 263,383
Shares held by employee ownership plan (158) - -
------------------------ --------- --------- --------
Number of shares used in calculating
basic earnings per share
(number in thousands) 198,447 272,808 263,383
Dilutive effect of share options 1,730 5,419 5,152
------------------------ --------- --------- --------
Number of shares used in calculating
diluted earnings per share
(number in thousands) 200,177 278,227 268,535
------------------------ --------- --------- --------
(Loss)/earnings per share expressed
in pence per share
Basic (0.11) 2.76 3.13
Diluted (0.11) 2.70 3.07
(Loss)/earnings per share from
continuing operations expressed in
pence per share
Basic (0.40) 0.04 0.12
Diluted (0.40) 0.04 0.12
(Loss)/earnings per share from
discontinued operations expressed in
pence per share
Basic 0.29 2.77 3.06
Diluted 0.28 2.71 3.00
6. Transition to IFRS
As stated in the Basis of Preparation, these are the Group's first consolidated
interim financial statements for part of the period covered by the first IFRS
annual consolidated financial statements prepared in accordance with IFRS.
IFRS 1 permits companies adopting IFRS for the first time to take certain
exemptions from the full requirements of IFRS in the transition period. These
consolidated interim financial statements have been prepared on the basis of
taking the following optional exemptions:
i) Business combinations prior to 1 April 2006, the Group's date of transition
to IFRS, have not been restated to comply with IFRS 3 'Business Combinations'.
ii) Cumulative translation differences existing at the date of transition to
IFRS are deemed to be zero. The gain or loss on a subsequent disposal of any
foreign operation shall exclude translation differences that arose before the
date of transition to IFRS and shall include later translation differences.
The following reconciliations show the effect of the transition from UK GAAP to
IFRS. The first reconciliation provides an overview of the impact on equity of
the transition at 1 April 2006, 30 September 2006 and 31 March 2007 followed by
reconciliations of equity and net income.
Summary of Equity
30 September 31 March 1 April
2006 2007 2006
£'000 £'000 £'000
--------------------- ---------- ---------- ----------
Total equity under UK GAAP 18,120 8,699 12,201
--------------------- ---------- ---------- ----------
--------------------- ---------- ---------- ----------
Total equity under IFRS 18,094 8,689 11,845
--------------------- ---------- ---------- ----------
Effect of
UK GAAP transition IFRS
Group to IFRS Group
Reconciliation of equity at 1 April 2006 £'000 £'000 £'000 Notes
------------------------ ------- -------- ------- ------
Assets
Non-current assets
Goodwill 8,036 (8,036) - a
Intangible assets 568 (446) 122 a,b
Property plant and equipment 1,498 (466) 1,032 a
Financial assets - available for sale
investments 288 - 288
------------------------ ------- -------- -------
10,390 (8,948) 1,442
------------------------ ------- -------- -------
Current assets
Inventories 479 (437) 42 a
Trade and other receivables 22,537 (3,060) 19,477 a
Cash and cash equivalents 12,737 (4,470) 8,267 a
------------------------ ------- -------- -------
35,753 (7,967) 27,786
------------------------ ------- -------- -------
------------------------ ------- -------- -------
Assets held for sale - 21,221 21,221 a
------------------------ ------- -------- -------
Total assets 46,143 4,306 50,449
Liabilities
Current liabilities
Trade and other payables (28,771) 8,640 (20,131) c
Current tax liabilities (1,476) 397 (1,079) c
Obligations under finance leases (23) 7 (16) c
Bank loans and overdrafts (2,007) 1,895 (112) c
------------------------ ------- -------- -------
(32,277) 10,939 (21,338)
------------------------ ------- -------- -------
Liabilities directly associated with
assets held for sale - (17,114) (17,114) c
Non-current liabilities
Bank loans (1,473) 1,473 - c
Obligations under finance leases (20) 16 (4) c
Provisions (172) 24 (148) c
------------------------ ------- -------- -------
(1,665) 1,513 (152)
------------------------ ------- -------- -------
------------------------ ------- -------- -------
Net assets 12,201 (356) 11,845
======================== ======= ======== =======
Shareholders' equity
Share capital 681 - 681
Share premium 227 - 227
Retained earnings 9,366 (21) 9,345 d
------------------------ -------- -------- --------
Equity attributable to equity holders
of the 10,274 (21) 10,253
parent
Minority interest in equity 1,927 (335) 1,592 e
------------------------ -------- -------- --------
Total equity 12,201 (356) 11,845
======================== ======== ======== ========
Explanation of the effect of the transition to IFRS
The material adjustments to the balance sheet are explained below:
a Assets held for sale
On the transition from UK GAAP to IFRS the assets, as at 1 April 2006, of
Symphony Telecom Holdings plc ('Symphony'), a 65.64% owned, AIM listed
subsidiary of Eckoh plc, have been included within the heading 'assets
classified as held for sale' as the investment met the IFRS 5 criteria for such
classification. The line items affected are described below:
Goodwill
Overall impact of recognising goodwill within assets held for sale 8,036
Intangible assets
Overall impact of recognising intangible assets within assets held
for sale 425
Property, plant and equipment
Overall impact of recognising property, plant and equipment within
assets held for sale 466
Inventories
Overall impact of recognising inventories within assets held for sale 437
Trade and other receivables
Overall impact of recognising trade and other receivables within
assets held for sale 7,387
Cash and cash equivalents
Overall impact of recognising cash and cash equivalents within assets
held for sale 4,470
---------------------------------------- -------
Total impact - assets held for sale 21,221
---------------------------------------- -------
b Intangible assets
Overall impact of derecognising intangible assets in accordance with
IAS 38 21
---------------------------------------- -------
Total impact - decrease in intangible assets 21
---------------------------------------- -------
c Liabilities directly associated with assets held for sale
On the transition from UK GAAP to IFRS the liabilities, as at 1 April 2006, of
Symphony have been included within the heading 'liabilities directly associated
with assets held for sale'. The line items affected are described below:
Trade and other payables
Overall impact of recognising trade and other payables within
liabilities directly associated with assets held for sale 13,302
Current tax liabilities
Overall impact of recognising current tax liabilities within
liabilities directly associated with assets held for sale 397
Obligations under finance leases
Overall impact of recognising obligations under finance leases within
liabilities directly associated with assets held for sale 7
Bank loans and overdrafts
Overall impact of recognising bank loans and overdrafts within
liabilities directly associated with assets held for sale 1,895
Bank loans
Overall impact of recognising bank loans within liabilities directly
associated with assets held for sale 1,473
Obligations under finance leases
Overall impact of recognising obligations under finance leases within
liabilities directly associated with assets held for sale 16
Provisions
Overall impact of recognising provisions within liabilities directly
associated with assets held for sale 24
--------------------------------------- -------
Total impact - liabilities directly associated with assets held for
sale 17,114
--------------------------------------- -------
d Retained earnings
Overall impact of derecognising intangible assets in accordance with
IAS 38 (21)
--------------------------------------- -------
Total impact - decrease in retained earnings (21)
--------------------------------------- -------
e Minority interest in equity
Overall impact of accounting for Joint Ventures in accordance with IAS
31 (335)
--------------------------------------- -------
Total impact - reduction in minority interest in equity (335)
--------------------------------------- -------
Effect of
UK GAAP transition IFRS
Group to IFRS Group
Reconciliation of equity at 30 £'000 £'000 £'000 Notes
September 2006 ------- -------- ------- ------
Assets
Non-current assets
Intangible assets 272 (26) 246 a
Property plant and equipment 1,256 - 1,256
Financial assets - available for sale
investments 288 - 288
Other receivables 4,700 - 4,700
------------------------ ------- -------- -------
6,516 (26) 6,490
------------------------ ------- -------- -------
Current assets
Inventories 80 - 80
Trade and other receivables 13,132 - 13,132
Cash and cash equivalents 16,422 - 16,422
------------------------ ------- -------- -------
29,634 - 29,634
------------------------ ------- -------- -------
Total assets 36,150 (26) 36,124
Liabilities
Current liabilities
Trade and other payables (17,691) - (17,691)
Current tax liabilities (196) - (196)
Obligations under finance leases (20) - (20)
------------------------ ------- -------- -------
(17,907) - (17,907)
------------------------ ------- -------- -------
Non-current liabilities
Provisions (123) - (123)
------------------------ ------- -------- -------
(123) - (123)
----------------------- ------- -------- -------
------------------------ ------- -------- -------
Net assets 18,120 (26) 18,094
======================== ======= ======== =======
Shareholders' equity
Share capital 685 - 685
Share premium 335 - 335
Currency reserve - 37 37 b
Retained earnings 17,100 (63) 17,037 c
------------------------ -------- -------- --------
Equity attributable to equity holders
of the 18,120 (26) 18,094
parent ======== ======== ========
========================
Explanation of the effect of the transition to IFRS
The material adjustments to the balance sheet are explained below:
a Intangible assets
Overall impact of derecognising intangible assets in accordance with
IAS 38 (26)
----------------------------------------- ------
Total impact - decrease in intangible assets (26)
----------------------------------------- ------
b Currency reserve
Overall impact of separate disclosure of currency reserve 37
----------------------------------------- ------
Total impact - separate disclosure of currency reserve 37
----------------------------------------- ------
c Retained earnings
Overall impact of derecognising intangible assets in accordance with
IAS 38 (26)
Overall impact of separate disclosure of currency reserve (37)
----------------------------------------- ------
Total impact - increase in retained earnings (63)
----------------------------------------- ------
Effect of
UK GAAP transition IFRS
Group to IFRS Group
Reconciliation of equity at 31 March £'000 £'000 £'000 Notes
2007 ------- -------- ------- ------
Assets
Non-current assets
Intangible assets 190 (10) 180 a
Property plant and equipment 1,148 - 1,148
Financial assets - available for sale
investments 288 - 288
Other receivables 3,273 - 3,273
------------------------ ------- -------- -------
4,899 (10) 4,889
------------------------ ------- -------- -------
Current assets
Inventories 17 - 17
Trade and other receivables 8,644 - 8,644
Cash and cash equivalents 9,601 - 9,601
------------------------ ------- -------- -------
18,262 - 18,262
------------------------ ------- -------- -------
Total assets 23,161 (10) 23,151
Liabilities
Current liabilities
Trade and other payables (13,682) - (13,682)
Current tax liabilities (257) - (257)
Obligations under finance leases (7) - (7)
------------------------ ------- -------- -------
(13,946) - (13,946)
------------------------ ------- -------- -------
Non-current liabilities
Provisions (516) - (516)
------------------------ ------- -------- -------
(516) - (516)
------------------------ ------- -------- -------
------------------------ ------- -------- -------
Net assets 8,699 (10) 8,689
======================== ======= ======== =======
Shareholders' equity
Share capital 491 - 491
Capital redemption reserve 198 - 198
Share premium 477 - 477
Currency reserve - (61) (61) b
Retained earnings 7,533 51 7,584 c
------------------------ -------- -------- --------
Equity attributable to equity holders
of the parent 8,699 (10) 8,689
======================== ======== ======== ========
Explanation of the effect of the transition to IFRS
The material adjustments to the balance sheet are explained below:
a Intangible fixed assets
Overall impact of derecognising intangible assets in accordance with IAS
38 (10)
----------------------------------------- ------
Total impact - decrease in intangible assets (10)
----------------------------------------- ------
b Currency reserve
Overall impact of separate disclosure of currency reserve (61)
----------------------------------------- ------
Total impact - separate disclosure of currency reserve (61)
----------------------------------------- ------
c Retained earnings
Overall impact of derecognising intangible assets in accordance with IAS
38 (10)
Overall impact of separate disclosure of currency reserve 61
----------------------------------------- ------
Total impact - increase in retained earnings 51
----------------------------------------- ------
Effect of
UK GAAP transition IFRS
Reconciliation of net income for the six Group To IFRS Group Notes
months ended 30 September 2006 £'000 £'000 £'000
----------------------- ------- -------- ------- ------
Continuing operations
Revenue 43,994 - 43,994
Cost of sales (39,763) - (39,763)
------------------------ ------- -------- -------
Gross profit 4,231 - 4,231
Administrative expenses (4,511) (18) (4,529) a
------------------------ ------- -------- -------
Operating loss (280) (18) (298)
Interest receivable 406 - 406
Interest payable (1) - (1)
------------------------ ------- -------- -------
Profit before taxation 125 (18) 107
Taxation - - -
------------------------ ------- -------- -------
Profit attributable to equity holders of the
parent from continuing operations 125 (18) 107
Discontinued operations
Post tax profit for the period from
discontinued operations 7,552 - 7,552
------------------------ ------- -------- -------
Profit for the period 7,677 (18) 7,659
------------------------ ------- -------- -------
Attributable to:
Minority interests 26 116 142 b
Equity holders of the parent 7,651 (134) 7,517 c
------------------------ ------- -------- -------
7,677 (18) 7,659
------------------------ ------- -------- -------
Explanation of the effect of the transition to IFRS
The material adjustments to the income statement are explained below:
a Administrative expenses
Effect of the derecognition of advertisements classified within
intangible fixed assets under UK GAAP, but derecognised in accordance
with the IAS 38 criteria:
- Amortisation charge reversal 32
- Additions charged to income statement (50)
----------------------------------------- ------
Total impact - increase in administrative expenses (18)
----------------------------------------- ------
b Profit attributable to minority interests
Effect of accounting for the Joint Ventures of Symphony Telecom
Holdings plc in accordance with the IAS 31 criteria 116
----------------------------------------- ------
Total impact - increase in profit attributable to minority interests 116
----------------------------------------- ------
c Profit attributable to equity holders of the parent
Increase in administrative expenses (see a) (18)
Increase in profit attributable to minority interests (see b) (116)
----------------------------------------- ------
Total impact - decrease in profit attributable to equity holders of
the parent (134)
----------------------------------------- ------
Effect of
UK GAAP transition IFRS
Reconciliation of net income for year Group To IFRS Group Notes
ended 31 March 2007 £'000 £'000 £'000
----------------------- ------- -------- ------- ------
Continuing operations
Revenue 81,539 - 81,539
Cost of sales (72,568) - (72,568)
------------------------ ------- -------- -------
Gross profit 8,971 - 8,971
Administrative expenses (9,548) 9 (9,539) a
------------------------ ------- -------- -------
Operating loss (577) 9 (568)
Interest receivable 882 - 882
Interest payable (1) - (1)
------------------------ ------- -------- -------
Profit before taxation 304 9 313
Taxation - - -
------------------------ ------- -------- -------
Profit attributable to equity holders of
the parent from continuing operations 304 9 313
Discontinued operations
Post tax profit for the period from
discontinued operations 8,062 - 8,062
------------------------ ------- -------- -------
Profit for the period 8,366 9 8,375
------------------------ ------- -------- -------
Attributable to:
Minority interests 28 116 144 b
Equity holders of the parent 8,338 (107) 8,231 c
------------------------ ------- -------- -------
8,366 9 8,375
------------------------ ------- -------- -------
Explanation of the effect of the transition to IFRS
The material adjustments to the income statement are explained below:
a Administrative expenses
Effect of the derecognition of advertisements classified within
intangible fixed assets under UK GAAP, but derecognised in accordance
with the IAS 38 criteria:
- Amortisation charge reversal 64
- Additions charged to income statement (55)
----------------------------------------- ------
Total impact - decrease in administrative expenses 9
----------------------------------------- ------
b Profit attributable to minority interests
Effect of accounting for the Joint Ventures of Symphony Telecom
Holdings plc in accordance with the IAS 31 criteria 116
----------------------------------------- ------
Total impact - increase in profit attributable to minority interests 116
----------------------------------------- ------
c Profit attributable to equity holders of the parent
Decrease in administrative expenses (see a) 9
Increase in profit attributable to minority interests (see b) (116)
----------------------------------------- ------
Total impact - decrease in profit attributable to equity holders of
the parent (107)
----------------------------------------- ------
7. Explanation of material adjustments to the cash flow statement
The definition of cash is narrower under UK GAAP than under IAS 7 'Cash Flow
Statements'. Under IFRS highly liquid investments, readily convertible to a
known amount of cash and with an insignificant risk of changes in value, are
regarded as cash equivalents. The cash flow statement in the last UK GAAP
financial statements reported movements in cash. The cash flow statement in
these IFRS consolidated interim financial statements reports movements in cash
and cash equivalents.
Application of IFRS has resulted in reclassification of certain items in the
cash flow statement as follows:
(i) interest paid and interest received are classified as cash flows from
operating activities and cash flows from investing activities respectively under
IFRS, but were included in the 'Returns on investments and servicing of finance'
category in cash flows under UK GAAP.
(ii) taxation is classified as operating cash flows under IFRS, but was included
in a separate category of 'Taxation' cash flows under UK GAAP.
(iii) payments to acquire property, plant and equipment and payments to acquire
intangible fixed assets have been classified as part of 'Investing activities'
under IFRS. Under UK GAAP such payments were classified as part of 'Capital
expenditure and financial investment'.
(iv) cash flows arising from the disposal of subsidiary undertakings are
classified as cash flows from investing activities under IFRS, but were included
in a separate category of 'Acquisitions and disposals' under UK GAAP.
(v) included within cash flows from investing activities under IFRS are cash
flows classified as 'Financing' under UK GAAP.
There are no other material differences between the cash flow statement
presented under IFRS and the cash flow statement presented under UK GAAP.
Dealings permitted on Alternative Investment Market (AIM) of the London Stock
Exchange.
Directors and Company Secretary
H.R.P. Reynolds - Non-executive Chairman
N.B. Philpot - Chief Executive Officer
A.P. Moloney - Group Finance Director and Company Secretary
J.P. Hennigan - Executive Director
Registered Office
Eckoh plc
Telford House
Corner Hall
Hemel Hempstead
Hertfordshire, HP3 9HN
www.eckoh.com
Registered in England and Wales, Company number 3435822.
Registrar
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Nominated Advisor and Nominated Broker
Seymour Pierce Limited
20 Old Bailey
London, EC4M 7EN
Solicitor
Travers Smith
10 Snow Hill
London, ECA 2AL
Banker
Barclays Bank plc
11 Bank Court
Hemel Hempstead
Hertfordshire, HP1 1BX
Auditor
BDO Stoy Hayward LLP
Prospect Place
85 Great North Road
Hatfield
Hertfordshire, AL9 5BS
This information is provided by RNS
The company news service from the London Stock Exchange
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