Final Results

RNS Number : 8564P
PCI-PAL PLC
23 November 2016
 

 

 

PCI-PAL PLC

("PCI-PAL" or the "Company")

(Formerly IPPlus PLC)

Final Results for

12 months to 30 June 2016

 

"A transformational year and a considerable opportunity in secure payment solutions"

 

PCI-PAL (AIM: PCIP), the customer engagement specialist focussed on secure payment solutions, announces its Final Results for the 12 months ended 30 June 2016 reflecting a period largely accounted for by now discontinued operations following the sale of the call centre focussed operations, Ansaback and CallScripter post period-end.

 

Financial Highlights:

 

·     Group turnover climbed 27% to £8,265,955 (2015: £6,486,941).

·     Group returned to profitability, with profit before taxation on continuing activities of £21,163 (2015: loss of £258,244).

·     Closing cash and cash equivalents balance of £895,422 (2015: £1,040,822).

 

Operational Highlights:

 

·     Major wins for PCI-PAL which included a major pan-European fitness chain, a market leader in the European gambling sector, a leading national online estate agency, a global retail fashion brand, and a regional public sector authority.

·     PCI-PAL transaction volumes rose by 46% in the six months to June 2016.

·     Ansaback increased overall sales by 36.3% on the previous year, while CallScripter had a difficult trading year resulting in a loss of £229,631.

 

Post year end transaction and re-organisation

Summary Highlights:

·     Disposed of the Ansaback call centre and CallScripter businesses to an industry consolidator.

·     £3.35 million up front cash consideration paid on completion with the balance of £3.35 million received in the form of Loan Notes, to be redeemed over 42 months, post completion.

·     Sale and leaseback of the Group's property generating further net cash to the Group of c. £0.8 million.

·     £4.8 million net cash position (including existing Group resources) at completion.

·     Special interim dividend of £1 million, as announced on 7 November 2016, to be paid to shareholders on the register as at 18 November 2016.

·     Renamed the PLC to reflect the new focus of the business, as a specialist provider of secure payments solutions, including a cloud-based, PCI DSS(1) compliant suite.

·     Recent contract wins and growing transaction volumes across multiple verticals highlight the significant market opportunity in the market for secure payments solutions and data security.

 

(1)  The Payment Card Industry Data Security Standard or PCI DSS has been developed globally by the major payment card schemes

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

Commenting on the results and prospects, William Catchpole, CEO said:

"The recent disposal marks the beginning of our next phase of growth and this is a very exciting time for the business.  The opportunities to grow our secure payments operations are without doubt considerable.  We have an excellent team in place, cash resources to pursue our strategy and look forward to providing updates on our progress in due course."

Annual Report and Accounts - Copies of this announcement can be downloaded from the Company's website (www.ipplusplc.com).  Copies of the Annual Report and Accounts (in addition to the notice of the Annual General Meeting) will be sent to shareholders by 24 November 2016 for approval at the Annual General Meeting to be held on 16 December 2016, and are also being made available today on the Company's website.

 

For further details, please contact:

 

 

PCI-PAL Plc
 

William Catchpole - Chief Executive Officer

Andy Francombe - Chief Financial Officer

 

 

Via Walbrook PR

N+1 Singer (Nomad & Broker)
Aubrey Powell / James White

 

+44 (0) 20 7496 3000

Walbrook PR

 

Tom Cooper / Paul Vann

+44 (0) 20 7933 8780

+44 (0) 797 122 1972

tom.cooper@walbrookpr.com

 

 

 

 

About PCI-PAL PLC:

PCI-PAL provides products and services that enable organisations to take customer payments securely, to store customer data safely, in particular payment card data, and to de-risk their business activities from the threat of data loss and cybercrime. 

 

PCI-PAL allows companies to achieve compliance with the Payment Card Industry Data Security Standard ("PCI DSS") without the need to invest in or maintain their own infrastructure.  PCI DSS is a standard developed by the major payment card schemes globally, and is a requirement for all companies handling card payments from customers.  PCI-PAL has an established history in contact centres, software and telephony, with its management team having previously grown businesses successfully in both the outsourcing and desktop software space. 

PCI-PAL's solutions include the 'PCI-PAL Agent Assist' tool and the 'PCI-PAL Automate' service, which are both secure payment solutions for contact centres to process customer credit card details securely and in adherence with PCI DSS.  'PCI-PAL Call Record' enables call recordings to be retrieved within one second of call completion, and call archiving and retrieval via secure web access.

In addition to contact centre payments and data security, PCI-PAL also provides additional cloud communications services including bespoke interactive voice response, multi-lingual automation, international numbering, media response tracking and associated cloud contact centre services.

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

I take pleasure in presenting my statement in respect of the year ended 30 June 2016 which includes a review of the considerable changes to the Group since the period end.

 

Operational Highlights

 

There is much to report since my previous statement to the market on 26th August 2016 in respect of last year. The Board is pleased to report that the Group ceased to be loss-making last year, and that, since the year-end, we have completed the disposal of the Ansaback call centre business and the CallScripter software business, so focusing all of our efforts on our rapidly developing PCI-PAL secure payment business; PCI being the recognised market acronym for Payment Card Industry.

 

Reflecting this change, we renamed the holding company PCI-PAL PLC on 3 October 2016.

 

Financial Summary

 

In the year ended 30 June 2016 the Group generated a profit on continuing activities before tax of £21,163 (2015: loss of £258,244), on turnover up 27% at £8,265,955 (2015: £6,486,941). Cash and cash equivalents at 30 June were £895,422 (2015: £1,040,822).

 

The trends in the business over the period reflected the positive changes that were being made in the Group ahead of the decision to pursue our current strategy of focussing solely on the development of the PCI-PAL business.

         

Review of Operations

 

PCI-PAL had an excellent year, securing 32 new contracts across a range of market sectors including retail, services, leisure, public, and charity sector.  Transaction volumes for the month of June 2016 were 84% higher compared to June 2015.   The continued evolution of the PCI-PAL product suite to provide a wide range of payment security solutions for businesses has allowed us to broaden and extend the value proposition to both existing clients and new business prospects. We maintain a high retention of existing clients, retaining all payments clients for the period.

 

Significant client wins last year included a global leader in the logistics market, a major pan-European fitness chain, a market leader in the European gaming sector, and a global retail fashion brand. PCI-PAL typically benefits from a high proportion of contracted, recurring revenue. In the 2015/2016 financial year, the business demonstrated its ability to grow this revenue and it is the view of the Board that further investment would allow us to accelerate this growth.

 

Ansaback had a strong year delivering growth in revenue of 36.3% on the previous year, however much of this was generated from its new significant customer, which represented a major risk for a group of our size.

 

CallScripter, despite the best endeavours of management and its staff, struggled to secure sufficient new contracts and again generated losses.

 

Against this background the Group resolved to sell the Ansaback and CallScripter businesses to Direct Response Contact Centres Group Limited, as announced following the year-end on 12 September 2016.

 

Following this disposal, the Group will now focus all of its efforts and working capital on developing the exciting momentum PCI-PAL achieved last year.

 

Dividend

 

The proceeds from the sale will also allow us to return £1 million to shareholders by way of a special interim dividend. In light of the special interim dividend and the results for the year ended 30 June 2016, the Board is not proposing a final dividend in respect of the year to 30 June 2016.

 

People

 

Again I would like to thank each of the Directors and employees for all their efforts during the past year. We said goodbye to Stuart Gordon, who stood down as Chief Financial Officer following the disposal, and his team; Christian Pawsey and his staff at Ansaback; and Kevin Ellis and his staff at CallScripter. We thank each of them for all their efforts on behalf of the Group and wish them every success in the future.

 

At the same time, we have welcomed to the Board James Barham, who has been responsible for PCI-PAL operations to date, as Commercial Director, and Andy Francombe as Chief Financial Officer, on a part-time basis.

 

Current trading and outlook

 

I am pleased to report that PCI-PAL has continued to make strong progress since the year-end, securing 12 new contracts for the provision of secure payment services, with client highlights including a major utilities company and a global furniture retailer.  In addition, we continue to grow our channel business with the agreement of two partner arrangements with global leaders in the business communications and IP Telephony space. Monthly transaction volumes have increased 22% over the four months since year end.

 

We have strengthened our operations team which is now more capable than ever to deliver projects successfully. Improved delivery is, in turn, expected to shorten the time period between contract signature and commencement of recurring and service usage revenues at service 'go live'.

 

Our focus on PCI-PAL reflects our ambitious expansion plans for this business. We are targeting substantial growth in both gross revenue and new customer wins, both this year and next, with the objective that PCI-PAL PLC will deliver an inaugural monthly profit in the next financial year. Although we intend to invest meaningful sums to grow this business, our plans are predicated on the Group's existing resources together with the proceeds of the redemption of the Loan Notes received from the recent disposal.

 

The Board is pleased with the progress to date and is confident that the Group's long term strategy is appropriate.  We believe that PCI-PAL's positioning within the 'Fintech' (Financial Technology) space provides exciting growth prospects.

 

We look forward to reporting to shareholders on our progress in developing this business.

 

 

Chris Fielding

Non-Executive Chairman

 

 

 

 

 

 

 

STRATEGIC REPORT

 

FOR THE YEAR ENDED 30 JUNE 2016

 

Business Summary

 

Subsequent to the disposal of the Ansaback call centre business and CallScripter software division, PCI-PAL PLC now operates solely in the PCI and telephony space. The operating company is the fully-owned subsidiary, PCI-PAL (U.K.) Limited (formerly PCI-PAL Limited).

Ansaback Division

The Ansaback call centre is a 24 hours a day, 7 days a week bureau telephony service providing out of hours call handling, emergency cover, dedicated phone resources, non-geographic, low call and Freephone telephone facilities as well as disaster recovery lines and other telecommunication services. Ansaback increased overall sales by 36.3% on the previous year. Dedicated advisor services have shown the largest increase, with the bureau also showing an increase in sales revenue of 12.3% year-on-year and the smaller outbound department increasing by 74.4%.

The Ansaback division's results also incorporate the results of PCI-PAL (formerly IP3 Telecom), which was included within the division prior to the year end.

PCI-PAL

PCI-PAL provides products and services that enable organisations to securely take customer payments, safely store customer data, in particular credit card data, and to de-risk their business activities from the threat of data loss and cybercrime.  PCI-PAL is a cloud based solution suite.

The focus in the year for the PCI-PAL and telephony division has been on expanding the PCI-PAL secure payments business.  Our expertise in contact centre, and industry relevant telephony, security, and compliance requirements, mean we are well placed to continue to grow our share of an expanding and highly topical market.

 

PCI-PAL, including its telephony business, had a strong year expanding its client base extensively in the phone payment market, with extensive contract wins through the provision of its agent-assisted and automated payment products, while also seeing growth in supplementary data security and PCI related products and services.  The client base continues to consist of blue chip, well-known European and, increasingly, global brands, representing organisations with a high risk of reputation loss in the event of data breach.  Recurring revenues have grown 75% year on year, with an additional pipeline of contracted business yet to go live. We maintain a position as one of Europe's leading providers of contact centre payment security solutions; but with this comes increasing interest in our product set from outside of this local region, and this is something we expect to develop on in the coming financial year.

 

Cyber security and data protection remain high on boardroom agendas, and with the market fuelled by well publicised data breaches across multiple vertical industries, more and more companies are looking to find cost effective, outsourced technical solutions to protect customer data and de-risk their businesses from the threat of data loss.  We anticipate this focus will continue for years to come, and we are well placed with a strong client reference base and product set with which to capitalise on the opportunity.

CallSripter Division

CallScripter is an enhanced customer interaction software suite specifically developed for contact centres, telesales and telemarketing operations. Clients gain major benefits by introducing CallScripter's dynamic scripting environment and advanced reporting software into their organisations. The software facilitates the rapid set-up, handling and reporting of sophisticated inbound calls, outbound calls and e-mail campaigns.

The division had a difficult trading year resulting in a loss of £229,631 from a turnover of £637,334. Two main factors contributed: First, being a shift in focus from traditional capex purchasing to cloud models by both a major partner and the market in general resulting in significantly less upfront fees from Outright Purchase sales. Second, being a number of external forces resulting in potential customers delaying, or cancelling entirely, their purchase decisions.

 

Risks

 

Principal business risks and uncertainties

 

The PCI-PAL business has a limited operating history and, as at the date of this document, the Company has no distinct financial statements and/or no meaningful historical financial data upon which prospective investors may base an evaluation of the Continuing Group. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise including the risk that the Company will not achieve its investment objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested.

 

There can be no assurances that the Group will successfully develop or that the resources it has will be suitable for its requirements. The Group may require the injection of further capital at a level which the Company or any third party may consider that it is unable to meet.

 

The principal risks facing the Group and its continuing operations relate broadly to data security, business continuity plans, its intellectual property, its technology, the market place and competitive environment, and dependence on key people.

 

Intellectual property rights ('IPR'): The Group is reliant on IPR surrounding its internally generated and licensed-in software. Whilst it relies upon IPR protections including patents, copyrights, trademarks and contractual provisions it may be possible for third parties to obtain and use the Group's intellectual property without its authorisation. Third parties may also challenge the validity and/or enforceability of the Group's IPR, although the Directors do not envisage this risk to be significant. In addition, the Directors are aware of the risk of losing key partners.

 

Data security and business continuity pose inherent risks for the Group. The Group invests in and keeps under review formal data security and business continuity policies which are independently audited.

 

Market place and competition: The sector in which the Group operates in and/or routes to market may undergo rapid and unexpected changes or not develop at a pace in line with the Directors' expectations. It is also possible that competitors will develop similar products; the Group's technology may become obsolete or less effective; or that consumers use alternative channels of communications, which may reduce demand for the Group's products and services. In addition, the Group's success depends upon its ability to develop new, and enhance existing products, on a timely and cost effective basis, that meet changing customer requirements and incorporate technological advancements. The Directors review the market movements, client requirements and competitive suppliers to ensure that the current portfolio is as required.

 

The Directors ensure that the team are properly directed, trained and motivated to address this issue.

 

Key personnel: The Group depends on the services of its small team of key technical, operations, sales and management personnel. The loss of the services of any one or more of these persons could have a material adverse effect on the Group's business. The Group maintains an active policy to identify, hire, train, motivate and retain highly skilled personnel in key functions.

 

Key performance indicators

 

The Company monitors a number of key performance indicators, using both financial and non-financial metrics, on a daily and monthly basis. The most important of these are as follows:

 

·     Cash on a daily basis

·     Sales and results against budget on a monthly basis

·     Sales pipeline on a monthly basis

 

Employee Relations and Social Responsibilities

 

The Company continues to advocate a healthy staff policy via its participation in Investors in People together with pursuing a Health and Well-being policy for encouraging healthy practices. The Company continues to encourage car sharing, bus usage and the cycle to work initiative.

 

The Company employees support a designated charity each year and raised £3,205.

 

Summary and Outlook

 

The recent disposal marks the beginning of our next phase of growth and this is a very exciting time for the business.  The opportunities to grow our secure payments operations are without doubt considerable.  We have an excellent team in place and cash resources to pursue our strategy and look forward to providing updates on our progress in due course.

 

 

By Order of The Board

William A Catchpole

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

Note

2016

2015

 

 

£

£

 

 

 

 

Revenue

 

8,265,955

6,486,941

Cost of sales

 

(6,382,528)

(4,955,327)

 

 

────────

────────

Gross profit

 

1,883,427

1,531,614

Administrative expenses

 

(1,832,745)

(1,751,157)

 

 

────────

────────

Operating profit/(loss)

 

50,682

(219,543)

 

 

 

 

Finance income

6

2,892

2,323

Finance expenditure

7

(32,411)

(41,024)

 

 

────────

────────

Profit/(loss) before taxation

5

21,163

(258,244)

 

 

 

 

Taxation

11

99,432

(279,778)

 

 

────────

────────

Profit/(loss) for year from continuing activities

 

 

120,595

 

(538,022)

 

 

 

 

Profit/(loss) for the period from discontinued activities

 

28

 

36,460

 

(53,856)

 

 

────────

────────

Profit/(loss) and total comprehensive income attributable to equity holders of the parent company

 

 

 

 

157,055

 

 

 

(591,878)

 

 

════════

════════

Basic and diluted earnings per share

10

                     0.50p

                      (1.88)p

 

 

 

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 30 JUNE 2016

 

 

 

Note

2016

2015

 

 

£

£

ASSETS

 

 

 

 

Non-current assets

 

 

 

Land and buildings

14

1,600,600

1,653,304

Plant and equipment

13

251,852

224,333

Intangible assets

12

-

-

Deferred taxation

18

-

-

 

 

────────

────────

Non-current assets

 

1,852,452

1,877,637

 

 

────────

────────

Current assets

 

 

 

Trade and other receivables

15

1,483,382

1,199,628

Current tax assets

 

-

-

Cash and cash equivalents

 

895,422

1,040,822

 

 

────────

────────

Current assets

21

2,378,804

2,240,450

 

 

────────

────────

Total assets

 

4,231,256

4,118,087

 

 

────────

────────

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

Trade and other payables

16

(1,000,074)

(1,042,266)

Current portion of long-term borrowings

16

(62,198)

(51,762)

 

 

────────

────────

Current liabilities

21

(1,062,272)

(1,094,028)

 

 

────────

────────

Non-current liabilities

 

 

 

Long term borrowings

17

(1,147,020)

(1,111,818)

 

 

────────

────────

Non-current liabilities

 

(1,147,020)

(1,111,818)

 

 

────────

────────

Total liabilities

 

(2,209,292)

(2,205,846)

 

 

────────

────────

Net assets

 

2,021,964

1,912,241

 

 

═══════

═══════

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 30 JUNE 2016

 

 

 

Note

2016

2015

 

 

£

£

EQUITY

 

 

 

 

Equity attributable to equity holders of the parent

 

 

 

 

Share capital

20

317,212

317,212

Share premium

 

89,396

89,396

Other reserves

 

18,396

18,396

Profit and loss account

 

1,596,960

1,487,237

 

 

────────

────────

Total equity

 

2,021,964

1,912,241

 

 

═══════

═══════

             

 

 

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

The Board of Directors approved and authorised the issue of the financial statements on 22 November 2016.

 

 

W A Catchpole

 

 

Director

 

 

A K Francombe

 

 

 

Director

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

2016

2015

 

 

£

£

Cash flows from operating activities

 

 

 

Profit/(loss) after taxation

 

157,055

(591,878)

Adjustments for:

 

 

 

Depreciation

 

206,580

209,722

Interest income

 

(2,892)

(2,323)

Interest expense

 

28,771

35,974

Interest element of finance leases

 

3,640

4,490

Other interest

 

-

560

Income taxes

 

-

(222)

Deferred tax write off

 

-

280,000

Loss on sale of plant and equipment

 

210

-

Profit on sale of Ancora Solutions

 

-

(203,697)

Decrease/(increase) in trade and other receivables

 

 

(294,153)

 

611,157

Decrease in trade and other payables

 

(27,698)

26,235

 

 

────────

────────

Cash generated from continuing operations

 

71,513

370,018

 

 

 

 

Dividend paid

 

(47,332)

(47,332)

Income taxes received

 

99,432

33,214

Interest element of finance leases

 

(3,640)

(4,490)

Interest paid

 

(28,771)

(35,974)

 

 

────────

────────

Net cash from continuing operating activities     

91,202

315,436

 

 

 

 

Net cash used from discontinued operations

 

-

(115,906)

 

 

────────

────────

Net cash from operating activities

 

91,202

199,530

 

 

────────

────────

Cash flows from investing activities

 

 

 

Consideration for sale of Ancora division

 

-

500,000

Deferred consideration from sale  of Commercial Finance Brokers (UK) Limited

 

 

-

 

13,000

Purchase of land, buildings, plant and equipment

 

 

(181,605)

 

(73,304)

Interest received

 

2,892

2,323

 

 

────────

────────

Net cash (used)/generated in investing activities in continuing activities

 

 

(178,713)

 

442,019

 

 

 

 

Net cash used in investing activities in discontinued activities

 

 

-

 

(2,000)

 

 

────────

────────

Net cash (used)/generated in investing activities

 

 

(178,713)

 

440,019

 

 

────────

────────

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

2016

2015

 

 

£

£

Cash flows from financing activities

 

 

 

Repayment of borrowings

 

(22,228)

(22,971)

Capital element of finance lease rentals

 

(35,661)

(35,449)

 

 

────────

────────

Net cash used in financing activities

 

(57,889)

(58,420)

 

 

────────

────────

Net (decrease)/increase in cash

 

(145,400)

581,129

 

 

════════

════════

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

 

1,040,822

 

459,693

Net (decrease)/increase in cash

 

(145,400)

581,129

 

 

────── 

────────

Cash and cash equivalents at end of year

 

895,422

1,040,822

 

 

════════ 

════════

         

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

Share capital

 

Share

premium

 

Other reserves

Profit and loss account

 

Total

Equity

 

£

£

£

£

£

 

 

 

 

 

 

Balance at 1 July 2014

317,212

89,396

18,396

2,126,447

2,551,451

 

 

 

 

 

 

Dividend paid

-

-

-

(47,332)

(47,332)

 

───────

───────

───────

───────

───────

Transactions with owners

-

-

-

(47,332)

(47,332)

 

 

 

 

 

 

Loss and total  comprehensive loss for the year

 

 

-

 

 

-

 

 

-

 

 

(591,878)

 

 

(591,878)

 

───────

───────

───────

───────

───────

Balance at 30 June 2015

317,212

89,396

18,396

1,487,237

1,912,241

 

 

 

 

 

 

Dividend paid

-

-

-

(47,332)

(47,332)

 

───────

───────

───────

───────

───────

Transactions with owners

-

-

-

(47,332)

(47,332)

 

 

 

 

 

 

Profit and total comprehensive income for the year

 

 

-

 

 

-

 

 

-

 

 

157,055

 

 

157,055

 

───────

───────

───────

───────

───────

Balance at 30 June 2016

317,212

89,396

18,396

1,596,960

2,021,964

 

═══════  

═══════

═══════  

═══════

═══════

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 30 JUNE 2016

 

1.         AUTHORISATION OF FINANCIAL STATEMENTS

 

The Group's consolidated financial statements (the "financial statements") of PCI-PAL PLC (the "Company") and its subsidiaries (together the "Group") for the year ended 30 June 2016 were authorised for issue by the Board of Directors on 22 November 2016 and the Chief Executive, William Catchpole, and the Chief Financial Officer, Andrew Francombe, signed the balance sheet.

 

2.         NATURE OF OPERATIONS AND GENERAL INFORMATION

 

PCI-PAL PLC is the Group's ultimate parent company. It is a public limited company incorporated and domiciled in the United Kingdom. PCI-PAL PLC's shares are quoted and publicly traded on the AIM division of the London Stock Exchange. The address of PCI-PAL PLC's registered office is also its principal place of business.

 

The Company operates principally as a holding company. The main subsidiaries are engaged in the provision of a 24 hours a day, 7 days a week out of hours and overflow telephony service, the development and sale of contact centre contact relationship management software and the provision of secure storage and destruction of documents.

 

3.         STATEMENT OF COMPLIANCE WITH IFRS

 

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

 

The principal accounting policies adopted by the Group are set out in note 4. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these financial statements.

 

Standards and interpretations in issue, not yet effective

 

New standards and interpretations currently in issue but not yet effective for accounting periods commencing on 1 July 2015 are:

 

-      Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)

-      Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)

-      ​Disclosure Initiative: Amendments to IAS 1 Presentation of Financial Statements (effective 1 January 2016)

-      IFRS15 Revenue from Contracts with Customers (effective date 1 January 2018).

-      IFRS16 Leases (not yet effective).

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material effect on the financial statements of the Group.

 

4.         PRINCIPAL ACCOUNTING POLICIES

 

a)   Basis of preparation

 

The financial statements have been prepared on a going concern basis in accordance with the accounting policies set out below. These are based on the International Financial Reporting Standards ("IFRS") issued in accordance with the Companies Act 2006 applicable to those companies reporting under IFRS as adopted by the European Union ("EU").

 

a)   Basis of preparation (continued)

 

The financial statements are presented in pounds sterling (£), which is also the functional currency of the parent company, and under the historical cost convention.

 

b)   Basis of consolidation

 

The Group financial statements consolidate those of the Company and its subsidiary undertakings (see note 19) drawn up to 30 June 2016. A subsidiary is a company controlled directly by the Group and all of the subsidiaries are 100% owned by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

 

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

 

Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

 

The Group has utilised the exemption (within IFRS 1) not to apply IFRS to pre-transition business combinations. The results of IPPlus (UK) Limited are consolidated using merger accounting principles. All other subsidiaries are accounted for using the acquisition method.

 

c)   Revenue

 

Revenue is measured by reference to the fair value of consideration received or receivable by the Group for services provided, excluding VAT and trade discounts. Revenue is recognised upon the performance of services or the transfer of risk to the customer.

 

Contact centre revenue is recognised based on billable minutes in the month, along with standing monthly charges and any specific supplementary service charges.

 

Software revenue is recognised at the point of sale for contracts sold in perpetuity, as it is at this point that the Group has performed all of its obligations. Revenue from annual software licences and maintenance contracts may be received in a single amount or in monthly instalments. Such turnover is recognised evenly over the period to which it relates, reflecting the performance of obligations over time.

 

Ancora revenue is recognised based on the services provided in the month, along with standing monthly charges and any specific supplementary service charges.

 

d) Intangible assets

 

Research and development

 

Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is incurred.

 

Development costs incurred are capitalised when all of the following conditions are satisfied:

 

·   completion of the intangible asset is technically feasible so that it will be available for use or sale

d) Intangible assets (continued)

·   the Group intends to complete the intangible asset

·   the Group is able to use or sell the intangible asset

·   the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits

·   there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

·   the expenditure attributable to the intangible asset during the development can be measured reliably

The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include development engineer's salary and on-costs incurred on software development. The cost of internally generated software developments are recognised as intangible assets and are subsequently measured in the same way as externally acquired software. However, until completion of the development project, the assets are subject to impairment testing only.

 

Amortisation commences upon completion of the asset, and is shown within administrative expenses in the statement of comprehensive income. Amortisation is calculated to write down the cost less estimated residual value of all intangible assets by equal annual instalments over their expected useful lives. The rates generally applicable are:

 

·   Development costs                       33%

 

 

e)   Land, building, plant and equipment

 

Land, buildings, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Leased plant is included in plant and equipment only where it is held under a finance lease.

 

Disposal of assets

 

The gain or loss arising on disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in profit or loss.

 

Depreciation

 

Depreciation is calculated to write down the cost less estimated residual value of all plant and equipment assets by equal annual instalments over their expected useful lives. The rates generally applicable are:

 

·   Land                                               not depreciated

·   Buildings                                            2%

·   Motor vehicles                          33%

·   Fixtures and fittings                20% to 50%

·   Plant                                              20% to 50%

·   Computer equipment                   33%

 

Material residual value estimates are updated as required, but at least annually.

 

 

 

f)    Impairment testing of goodwill, other intangible assets, plant and equipment

 

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows ("cash-generating units"). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

 

Goodwill and intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or cash-generating units are tested 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 or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less cost to sell, and value in use based on an internal discounted cash flow evaluation. Any impairment loss is first applied to write down goodwill to nil and then is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised no longer exists.

 

g)   Leased assets

 

In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability.

 

The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to profit or loss over the period of the lease.

 

All other leases are regarded as operating leases and the payments made under them are charged to profit or loss on a straight-line basis over the lease term. Lease incentives are spread over the term of the lease.

 

h)  Taxation

 

Current tax is the tax payable based on the profit for the year, accounted for at the rates enacted at 30 June 2016.

 

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or accounting profit.  In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

 

Deferred tax liabilities are provided in full, accounted for at the rates enacted at 30 June 2016, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the year end.

 

h)  Taxation (continued)

 

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited to other comprehensive income or directly to equity in which case the related tax charge is also charged or credited directly to other comprehensive income or equity.

 

i)    Dividends

 

Dividend distributions payable to equity shareholders are included in "other short term financial liabilities" when the dividends are approved in general meeting prior to the year end. Interim dividends are recognised when paid.

 

j)    Financial assets and liabilities

 

The Group's financial assets comprise cash and trade and other receivables, which under IAS 39 are classed as "loans and receivables". Financial assets are recognised on inception at fair value plus transaction costs. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in profit or loss in the year.

 

Provision against 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 write-down is determined as the difference between the assets' carrying amount and the present value of estimated future cash flows.

 

The Group has a number of financial liabilities including trade and other payables and bank borrowings. These are classed as "financial liabilities measured at amortised cost" in IAS 39. These financial liabilities are carried on inception at fair value net of transaction costs, and are thereafter carried at amortised cost under the effective interest method.

 

k)   Cash and cash equivalents

 

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term highly liquid investments with maturities of three months or less from inception that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 

l)  Equity

 

Equity comprises the following:

·   "Share capital" represents the nominal value of equity shares

·   "Share premium" represents the difference between the nominal and issued share price

·   "Other reserves" represents the Merger Reserve resulting from the demerger from KDM International PLC in November 1999 and represents the difference between the value of the shares acquired (nominal value plus related share premium) and the nominal value of shares issued

·   "Profit and loss account" represents retained profits

·   "Treasury shares" represents ordinary shares owned by the company and the cost of treasury shares are deducted from the profit and loss account in reserves.

 

 

 

 

m)        Contribution to defined contribution pension schemes

 

The pension costs charged against profits represent the amount of the contributions payable to the schemes in respect of the accounting period.

 

n)  Foreign currencies

 

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the year end.

 

Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the profit or loss in the period in which they arise.

 

o)   Significant judgements and estimates

 

The Group makes estimates concerning the future in assessing the carrying amounts of capitalised development costs. To substantiate the carrying amount the directors have applied the criteria of IAS 38 and considered the future economic benefit likely as a result of the investment. In the prior year Directors fully impaired the carrying value of the CallScripter intangible asset.

Careful judgement by the directors is applied when deciding whether the recognition requirements for development costs have been met. This is necessary as the economic success of any product development is uncertain and may be subject to future technical problems at the time of recognition. Judgements are based on the information available at each balance sheet date. In addition, all internal activities related to the research and development of new software products are continuously monitored by the directors. No costs are considered to meet the criteria in the current year.

 

The calculation of the deferred tax asset involved the estimation of future taxable profits. In the year ended 30 June 2015, the Directors assessed the carrying value of the Deferred Tax asset and decided to write off the balance, as the utilisation of the assets was unlikely in the near future due to Research and Development tax credits. The directors have reached the same conclusion for this accounting period and so no asset has been recognised.

 

 

 

 

5.         PROFIT BEFORE TAXATION

 

Profit on ordinary activities is stated after:

 

 

2016

2015

 

 

£

£

 

Auditor's remuneration

 

 

 

 

Fees payable to the Company's

auditors for the audit of the Company's annual accounts

 

9,000

 

9,000

 

 

Fees payable to the Group's auditors for other services

 

 

 

The audit of the company's subsidiaries pursuant to legislation

13,600

13,500

 

Taxation services

25,950

5,000

 

All other services

-

1,680

 

 

Depreciation and amortisation - charged in administrative expenses

 

 

 

Buildings

52,704

49,743

 

Plant and equipment - owned

113,130

121,122

 

Plant and equipment - leased

40,747

38,856

 

Rents payable

38,590

216,775

 

Foreign exchange gain

11,784

829

 

Loss on sale of fixed asset

98

-

 

Amounts of research and development written off

138,164

136,128

 

 

══════

══════

 

 

         

6.   FINANCE INCOME

 

 

2016

£

2015

£

Bank interest receivable

2,892

2,323

 

══════

══════

 

7.   FINANCE EXPENDITURE

 

2016

£

2015

£

Interest on bank borrowings

28,771

35,974

Finance charges in respect of finance leases

3,640

4,490

Other

-

560

 

──────

──────

 

32,411

41,024

 

══════

══════

 

 

8.   DIRECTORS AND EMPLOYEES

 

Staff costs of the Group, including the directors who are considered to be part of the key management personnel, during the year were as follows:

 

2016

£

2015

£

Wages and salaries

5,460,139

4,694,213

Social security costs

412,603

361,326

Other pension costs

87,623

90,533

 

───────

───────

 

5,960,365

5,146,072

 

═══════

═══════

 

 

2016

Heads

2015

Heads

Average number of employees during the year

329

255

 

══════

══════

 

 
                Remuneration in respect of directors was as follows:

 

2016

£

2015

£

Emoluments

482,145

466,231

Pension contributions to money purchase pension schemes

29,255

35,871

 

───────

───────

 

511,400

502,102

 

═══════

═══════

 

During the year 3 (2015: 3) directors participated in money purchase pension schemes.

 

The amounts set out above include remuneration in respect of the highest paid director as follows:

 

2016

2015

 

£

£

Emoluments

179,486

162,442

Pension contributions to money purchase pension schemes 

7,552

14,734

 

═══════

═══════

 

 

A detailed breakdown of the Directors' Emoluments, in line with the AIM rules, appears in the Directors' Report.

 

Key management compensation:

 

2016

£

2015

£

Short term employee benefits

650,593

721,095

Post employment benefits

36,380

52,996

 

───────

───────

 

686,973

806,049

 

═══════

═══════

 

 

9.   SEGMENTAL INFORMATION

 

PCI-PAL PLC operates three business sectors, Ansaback, CallScripter and Ancora Solutions (the discontinued activity). These divisions are the basis on which the Group reports its segment information. IP3 Telecom and PCI-PAL are part of the Ansaback division. The results of these two activities are not reported separately to management and are not treated as separate segments. The inter-segment sales are insignificant. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated assets comprise items such as cash and cash equivalents, taxation and borrowings. All liabilities, other than the bank loan, are unallocated. Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one period.

 

 

 

Ansaback

 

CallScripter

 

Central

Continuing Activities

Discontinued

Activities

 

Total

 

 

£

£

£

£

£

£

 

2016

 

 

 

 

 

 

 

Revenue

7,592,621

673,334

-

8,265,955

(311)

8,265,644

 

 

───────

───────

───────

───────

───────

───────

 

Segment result

1,006,743

(229,631)

(726,430)

50,682

36,460

87,142

 

Finance income

-

-

2,892

2,892

-

2,892

 

Finance costs

-

-

(32,411)

(32,411)

-

(32,411)

 

 

───────

───────

───────

───────

───────

───────

 

Profit/(loss) before tax

1,006,743

(229,631)

(755,949)

21,163

36,460

57,623

 

 

═══════

═══════

═══════

═══════

═══════

═══════

 

 

 

 

 

 

 

 

 

Segment assets

3,146,266

153,893

931,114

4,231,273

-

4,231,273

 

Segment liabilities

(1,115,256)

-

(1,094,036)

(2,209,292)

-

(2,209,292)

 

 

 

 

 

 

 

 

 

Other segment items:

 

 

 

 

 

 

 

Capital Expenditure

 

 

 

 

 

 

 

- Plant and Equipment

179,875

1,730

-

181,605

-

181,605

 

 

 

 

 

 

 

 

 

Depreciation

(note 13)

 

143,277

 

10,600

 

-

 

153,877

 

-

 

153,877

 

 

 

 

 

 

 

 

 

Depreciation of Buildings

(note 14)

 

 

52,704

 

 

-

 

 

-

 

 

52,704

 

 

-

 

 

52,704

 

 

 

 

 

 

 

 

                                 

 

 

 

 

 

 

9.   SEGMENTAL INFORMATION (continued)

 

 

 

 

 

Ansaback

 

CallScripter

 

Central

Continuing Activities

Discontinued

Activities

 

Total

 

 

£

£

£

£

£

£

 

2015

 

 

 

 

 

 

 

 

Revenue

5,441,094

1,045,847

-

6,486,941

362,803

6,849,744

 

 

 

───────

───────

───────

───────

───────

───────

 

 

Segment result

424,508

(31,466)

(612,585)

(219,543)

(53,856)

(273,399)

 

 

Finance income

-

-

2,323

2,323

-

2,323

 

 

Finance costs

-

-

(41,024)

(41,024)

-

(41,024)

 

 

───────

───────

───────

───────

───────

───────

 

Profit/(loss) before tax

424,508

(31,466)

(651,286)

(258,244)

(53,856)

(312,100)

 

 

═══════

═══════

═══════

═══════

═══════

═══════

 

 

 

 

 

 

 

 

 

Segment assets

2,715,970

256,894

1,145,223

4,118,087

-

4,118,087

 

Segment liabilities

(1,189,246)

-

(1,016,600)

(2,205,846)

-

(2,205,846)

 

 

 

 

 

 

 

 

 

Other segment items:

 

 

 

 

 

 

 

Capital Expenditure

 

 

 

 

 

 

 

- Plant and Equipment

58,443

962

-

59,405

3,784

63,189

 

 Depreciation

(note 13)

146,696

 13,282

 -

 159,978

 20,674

 180,652

 

 Amortisation

of intangible

assets (note 12)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

14,150

 

  

14,150

 

 Depreciation of Buildings

(note 14)

 

49,743

 

-

 

-

 

 

49,743

 

-

 

49,743

 

 

 

 

 

9.   SEGMENTAL INFORMATION (continued)

 

Revenue can be split by location of customers as follows:

 

 

2016

2015

 

£

£

Continuing activities

 

 

 

Ansaback division

 

 

United Kingdom

7,466,994

5,396,625

Denmark

66,260

3,129

Australia

36,549

27,428

France

7,140

4,779

Greece

5,980

-

Ireland

4,877

3,129

United States

2,501

2,793

Netherlands

2,093

-

Other countries

227

3,211

 

───────

───────

 

7,592,621

5,441,094

 

───────

───────

CallScripter division

 

 

United Kingdom

300,200

404,313

United States

294,666

522,941

Australia

34,001

47,500

Ireland

20,607

6,109

Luxembourg

15,938

-

Greece

7,922

-

Netherlands

-

36,838

Belgium

-

12,136

Denmark

-

7,637

Cyprus

-

4,838

France

-

3,535

 

───────

───────

 

673,334

1,045,847

 

───────

───────

Continuing activities

8,265,955

6,486,941

 

 

 

Discontinued activities

 

 

 

Ancora Solutions division

 

 

United Kingdom

(311)

362,803

 

───────

───────

 

8,265,644

6,849,744

 

═══════

═══════

 

One single external customer generates 22% - £1,651,961 (2015: 14% - £772,622) of the Ansaback division's revenues.

 

All non-current assets are located in the United Kingdom.
 

10.            EARNINGS PER SHARE

 

The calculation of the earnings per share is based on the profit after taxation added to reserves divided by the weighted average number of ordinary shares in issue during the relevant period as adjusted for treasury shares. No diluted profit per share is shown because all options are non-dilutive as the vesting conditions were not met at the year ended 30 June 2015 and the options had expired by 30 June 2016. Details of potential share options are disclosed in note 20.

 

 

 

12 months

ended

30 June

2016

12 months

 ended

30 June

2015

Profit/(loss) after taxation added to reserves

 

 

157,055

(591,878)

Weighted average number of ordinary shares

in issue during the period

 

 

 

31,553,949

31,553,949

Basic and diluted earnings per share

 

 

0.50p

(1.88)p

 

11.            TAXATION

               

 

2016

2015

 

£

£

Analysis of charge in the year

 

 

Current tax:

 

 

In respect of the year:

 

 

UK Corporation tax based on the results for the year

at 20% (2015: 20.75%)

-

222

Adjustments in respect of prior periods

99,432

-

 

───────

───────

Total current tax credited

99,432

222

 

───────

───────

 

Movement on recognition of tax losses

-

(280,000)

 

───────

───────

Total deferred tax charged

-

(280,000)

 

───────

───────

Credit/(charge)

99,432

(279,778)

 

═══════

═══════

 

 

11.       TAXATION (continued)

 

Factors affecting current tax charge

 

The tax assessed on the profit on ordinary activities for the year was lower than the standard rate of corporation tax in the UK of 20% (2015: 20.75%).

 

 

2016

2015

 

£

£

Profit/(loss) on ordinary activities before tax

21,163

(258,244)

 

═══════

═══════

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 20% (2015: 20.75%)

11,525

(64,762)

Expenses not deductible for tax purposes

3,090

3,462

Depreciation (less than)/in excess of capital allowances

for the year                                                                                                   

28,538

23,177

Utilisation of tax losses

(50,341)

-

Unrelieved tax losses

-

33,547

Other

7,188

4,576

Research and Development claim

-

-

Movement on deferred tax timing differences

-

(280,000)

Prior year adjustment

99,432

222

 

───────

───────

Total tax credit/(charge) for the year

99,432

(279,778)

 

═══════

═══════

 

 

The company has unrecognised tax losses carried forward of £1.8 million (2015: £2.0 million).

 

During the year to 30 June 2016 the Group submitted a Research and Development claim to HMRC relating to the year ended 30 June 2015 and a payment was received of £99,432. This credit was recognised in the Income Statement.

 

 

12.            INTANGIBLE ASSETS

 

In calculating the value in use of the capitalised internal salaries in the CallScripter division, management make judgements and estimates of future cash flows. In the previous year, due to these negative cash flow forecasts, the directors fully impaired the Intangible Assets in this division.

 

 

2016

 

Cost

 

 

Goodwill

£

Purchased intangibles

£

Capitalised development costs

£

          Total

                  £

 

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

Ancora brand

-

-

-

-

Ancora client relationships

-

-

-

-

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

Cost at 1 July 2015

-

-

1,083,711

1,083,711

 

────────

────────

────────

───────

 

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

Ancora brand

-

-

-

-

Ancora client relationships

-

-

-

-

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

Cost at 30 June 2016

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

 

 

 

 

 

 

 

12.            INTANGIBLE ASSETS (continued)

 

2016

 

 

 

Goodwill

£

Purchased intangibles

£

Capitalised development costs

£

  Total

  £

 

Amortisation and impairment

(included within administrative expenses):

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

Ancora brand

-

-

-

-

Ancora client relationships

-

-

-

-

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

     ───────

Amortisation at 1 July 2015

-

-

1,083,711

1,083,711

 

────────

────────

────────

     ───────

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

Ancora brand

-

-

-

-

Ancora client relationships

-

-

-

-

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

Amortisation at 30 June 2016

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

 

 

 

 

 

Net book amount

 

 

Goodwill

-

-

-

-

 

Ancora brand

-

-

-

-

 

Ancora client relationships

-

-

-

-

 

CallScripter internal salaries

-

-

-

-

 

 

────────

────────

────────

────────

 

Net book amount at 30 June 2016

-

-

-

-

 

 

════════

════════

═════════

═══════

 

 

 

12.  INTANGIBLE ASSETS (continued)

 

2015

 

 

 

 

Goodwill

£

Purchased intangibles

£

Capitalised development costs

£

  Total

                £

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

Goodwill

32,500

-

-

32,500

Ancora brand

-

3,000

-

3,000

Ancora client relationships

-

280,000

-

280,000

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

────────

Cost at 1 July 2014

32,500

283,000

1,083,711

1,399,211

 

────────

────────

────────

───────

 

 

 

 

 

 

 

 

 

 

Goodwill

(32,500)

 

-

(32,500)

Ancora brand

-

(3,000)

-

(3,000)

Ancora client relationships

-

(280,000)

-

(280,000)

CallScripter internal salaries

-

-

-

-

 

────────

────────

────────

───────

Disposals

(32,500)

(283,000)

-

(315,500)

 

────────

────────

────────

───────

 

 

 

 

 

Goodwill

-

-

-

                -

Ancora brand

-

-

-

                -

Ancora client relationships

-

-

-

                -

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

────────

────────

────────

───────

Cost at 30 June 2015

-

-

1,083,711

1,083,711

 

────────

────────

────────

───────

 

 

 

 

 

 

 

 

12.       INTANGIBLE ASSETS (continued)

 

2015

 

 

 

Goodwill

£

Purchased intangibles

£

Capitalised development costs

£

                Total

                £

Amortisation

(included within administrative expenses):

 

 

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

 

Ancora brand

-

700

-

700

 

Ancora client relationships

-

93,633

-

93,633

 

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

 

────────

────────

────────

                ───────

 

Amortisation at 1 July 2014

-

94,333

1,083,711

1,178,044

 

 

────────

────────

────────

                ───────

 

 

 

 

 

 

 

Goodwill

-

-

-

-

 

Ancora brand

-

150

-

150

 

Ancora client relationships

-

14,000

-

14,000

 

CallScripter internal salaries

-

-

-

-

 

 

────────

────────

────────

───────

 

Charge for the year

-

14,150

-

14,150

 

 

────────

────────

────────

────────

 

 

 

 

 

 

 

Goodwill

-

-

-

-

Ancora brand

-

(850)

-

(850)

Ancora client relationships

-

(107,633)

-

(107,633)

CallScripter internal salaries

-

-

-

-

 

────────

────────

────────

──────

 

Written out in the year

-

(108,483)

-

(108,483)

 

 

────────

────────

────────

──────

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

-

-

-

-

 

Ancora brand

-

-

-

-

 

Ancora client relationships

-

-

-

-

 

CallScripter internal salaries

-

-

1,083,711

1,083,711

 

 

────────

────────

────────

────────

 

Amortisation at 30 June 2015

-

-

1,083,711

1,083,711

 

 

────────

────────

────────

────────

 

 

 

 

 

 

 

Goodwill

-

-

-

-

 

Ancora brand

-

-

-

-

 

Ancora client relationships

-

-

-

-

 

CallScripter internal salaries

-

-

-

-

 

 

────────

────────

────────

────────

 

Net book amount at 30 June 2015

-

-

-

-

 

 

════════

════════

═════════

═══════

 

             

 

 

 

 

 

 

13.            PLANT AND EQUIPMENT

     

 

2016

 

 

 

Plant

£

Motor Vehicles

£

Fixtures and

Fittings

£

 

Computer Equipment

£

 

 

Total

£

 

 

 

 

 

 

Cost:

 

 

 

 

 

 

At 1 July 2015

25,154

59,108

423,430

511,102

1,018,794

Additions

-

-

19,922

161,683

181,605

Disposals

-

-

(33,381)

(62,193)

(95,574)

 

───────

────────

────────

────────

────────

At 30 June 2016

25,154

59,108

409,971

610,592

1,104,825

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Depreciation (included within administrative expenses):

 

 

 

 

 

 

At 1 July 2015

10,204

47,028

369,802

367,427

794,461

Charge for the year

3,526

4,999

33,971

111,381

153,877

Disposals

-

-

(33,172)

(62,193)

(95,365)

 

────────

────────

────────

────────

────────

At 30 June 2016

13,730

52,027

370,601

416,615

852,973

 

────────

────────

────────

────────

────────

Net book amount

 at 30 June 2016

 

11,424

 

7,081

 

39,370

 

193,977

 

251,852

 

════════

════════

════════

════════

════════

 

 

               

 

2015

 

 

 

Plant

£

Motor Vehicles

£

Fixtures

and Fittings

£

 

Computer Equipment£

Total

£

 

 

 

 

 

 

At 1 July 2014

172,502

62,108

447,218

606,529

1,288,357

Additions

3,784

-

2,846

56,559

63,189

Disposals

(151,132)

(3,000)

(26,634)

(151,986)

(332,752)

 

───────

────────

───────

───────

────────

At 30 June 2015

25,154

59,108

423,430

511,102

1,018,794

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Depreciation (included within administrative expenses):

 

 

 

 

 

At 1 July 2013

85,200

42,577

358,170

381,154

867,101

Charge for the year

18,698

7,451

37,640

116,863

180,652

Disposals

(93,694)

(3,000)

(26,008)

(130,590)

(253,292)

 

────────

────────

────────

────────

────────

At 30 June 2015

10,204

47,028

369,802

367,427

794,461

 

────────

────────

────────

────────

────────

Net book amount

 at 30 June 2015

 

14,950

 

12,080

 

53,628

 

143,675

 

224,333

 

════════

════════

════════

════════

════════

 

 

13.            PLANT AND EQUIPMENT (continued)

 

Included within the net book amount of £251,852 (2015: £224,333) is £97,929 (2015: £36,015) relating to assets held under finance leases. The depreciation charged to the financial statements in the year in respect of such assets amounted to £40,747 (2015: £42,863).

 

14.            LAND AND BUILDINGS           

 

2016

 

 

Land

£

 

Buildings

£ 

      Total

                £

 

 

 

 

 

Cost:

 

 

 

 

 

At 1 July 2015

 

428,347

1,250,520

1,678,867

Additions

 

-

-

-

Disposals

 

-

-

-

 

 

────────

────────

────────

At 30 June 2016

 

428,347

1,250,520

1,678,867

 

 

────────

────────

────────

 

 

 

 

 

Depreciation (Included within administrative expenses):

 

 

 

 

 

At 1 July 2015

 

-

25,563

25,563

Charge for the year

 

-

52,704

52,704

Disposals

 

-

-

-

 

 

────────

────────

────────

At 30 June 2016

 

-

78,267

78,267

 

 

────────

────────

────────

Net book amount

 at 30 June 2016

 

 

428,347

 

1,172,253

 

1,600,600

 

 

════════

════════

════════

 

2015

 

 

Land

£

 

Buildings

£

      Total

£

 

 

 

 

 

Cost:

 

 

 

 

At 1 July 2014

 

428,347

1,313,687

1,742,034

Additions

 

-

1,500

1,500

Disposals

 

-

(64,667)

(64,667)

 

 

────────

────────

────────

At 30 June 2015

 

428,347

1,250,520

1,678,867

 

 

────────

────────

────────

 

 

 

 

 

 

Depreciation (Included within administrative expenses):

 

 

 

 

 

 

At 1 July 2014

 

-

49,265

49,265

Charge for the year

 

-

49,743

49,743

Disposals

 

-

(73,445)

(73,445)

 

 

────────

────────

────────

At 30 June 2015

 

-

25,563

25,563

 

 

────────

────────

────────

Net book amount

 at 30 June 2015

 

 

428,347

 

1,224,957

 

1,653,304

 

 

════════

════════

════════

 

               
 

 

15.            TRADE AND OTHER RECEIVABLES

 

 

 

 

 

2016

2015

 

£

£

Trade receivables

1,265,861

950,449

Other receivables

500

504

Prepayments and accrued income

217,021

248,675

 

────────

────────

Trade and other receivables

1,483,382

1,199,628

 

════════

════════

 

All amounts fall due within one year and therefore the fair value is considered to be approximately equal to the carrying value. All of the Group's trade and other receivables are denominated in pounds sterling. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The Group holds £12,934 (2015: £14,618) of deposits as security against certain accounts.

 

Trade receivables have been reviewed for indicators of impairment and a provision has been recorded as follows:

 

 

2016

2015

 

£

£

Opening provision

12,900

17,000

Charged/(released) to income

10,200

(4,100)

 

────────

────────

Closing provision at 30 June

23,100

12,900

 

════════

════════

 

All of the impaired trade receivables are past due at the reporting dates. In addition, some of the non-impaired trade receivables are past due at the reporting date:

 

 

2016

2015

 

£

£

0-30 days past due

32,599

16,312

30-60 days past due

2,292

22,700

Over 60 days past due

1,293

2,630

 

────────

────────

 

36,184

41,642

 

════════

══════

 

Amounts which are not impaired, whether past due or not, are considered to be recoverable at their carrying value. Factors taken into consideration are past experience of collecting debts from those customers, plus evidence of post year end collection.

 

 

16.       CURRENT LIABILITIES

 

 

2016

2015

 

£

£

Trade payables

289,284

276,415

Social security and other taxes

406,833

319,878

Other payables

303,957

445,973

 

────────

────────

Trade and other payables

1,000,074

1,042,266

 

────────

────────

Bank loans (note 17)

35,661

32,766

Amounts due under finance leases (note 17)

26,537

18,996

 

────────

────────

Current portion of long-term borrowings

62,198

51,762

 

────────

────────

 

1,062,272

1,094,028

 

════════

════════

 

 

Amounts due under finance leases are secured on the related assets.

 

17.            NON-CURRENT LIABILITES

                                                                                                                                                       2016                  2015

                                                                                                                                                              £                         £

Bank loans                                                                                                                       1,079,596         1,104,718

Amounts due under finance leases                                                                            67,424                 7,100

                                                                                                                                        ────────    ────────

Long term borrowings                                                                                                1,147,020         1,111,818

                                                                                                                                        ════════    ════════

Borrowings

 

Bank loans are repayable as follows:                             

 

2016

2015

 

£

£

Within one year

35,661

32,766

After one year and within two years

33,827

33,727

After two years and within five years

145,853

107,231

Over five years

899,916

963,760

 

────────

────────

 

1,115,257

1,137,484

 

════════

════════

 

 

 

17.            NON-CURRENT LIABILITES (continued)

 

Borrowings (continued)

 

On 15 January 2016 the Company obtained a loan of £1,145,529, secured over Melford Court, The Havens, Ransomes Europark, Ipswich IP3 9SJ repayable over 25 years with a 5 year fixed rate of 2.4% above the base rate from the NatWest Bank PLC.

 

Interest on the bank loan falls due as follows:

 

2016

2015

 

£

£

Within one year

32,328

32,633

After one year and within two years

31,573

31,672

After two years and within five years

115,744

88,967

Over five years

255,977

298,042

 

────────

────────

 

435,622

451,314

 

════════

════════

 

 

Amounts due under finance leases are secured on the related assets.

 

The minimum lease payments due under finance leases fall due as follows:     

 

2016

2015

 

£

£

Within one year

28,863

20,200

After one year and within five years

70,733

7,244

 

────────

────────

 

99,596

27,444

 

════════

════════

 

The above table includes interest included within the amounts due under finance leases which falls due as follows:   

               

 

2016

2015

 

£

£

Within one year

2,326

1,205

After one year and within five years

3,309

143

 

────────

────────

 

5,635

1,348

 

════════

════════

 

The lease agreements are for various fixed assets and include fixed lease payments with a purchase option at the end of the lease terms. The agreements are non-cancellable and do not contain any further restrictions.
 

18.       DEFERRED TAXATION

 

Deferred taxation is calculated at a rate of 20% (2015: 22.5%). 

 

 

 

Tax

 losses

£

 

Total

£

 

Opening balance at 1 July 2014

 

280,000

280,000

 

 

 

 

(Charged)/credited through the statement of comprehensive income in the year

 

 

(280,000)

 

(280,000)

 

 

────────

───────

At 30 June 2015

 

-

-

 

 

 

 

Charged through the statement of

comprehensive income in the year

 

 

-

 

-

 

 

────────

───────

At 30 June 2016

 

-

-

 

 

════════

═══════

 

 

2016

£

2015

£

 

Unprovided deferred tax assets

 

 

 

Accelerated capital allowances

36,000

(6,000)

Trading losses

283,500

398,000

 

───────

───────

 

319,500

392,000

 

═══════

═══════

 

 

In the previous year the deferred tax asset in respect of carried forward tax losses of £280,000 was written off on the basis that the directors believe that it is more than likely not to be realised against future taxable profits of the Group in the foreseeable future, since declared profits have become taxable losses due to Research and Development claims.

 

The unprovided deferred tax assets are calculated at a rate of 18% (2015: 20%).

 

 

19.       GROUP UNDERTAKINGS

 

At 30 June 2016, the Group included the following subsidiary undertakings, which are included in the consolidated accounts:

 

 

 

Name

 

Country of

Incorporation

Class of share

capital held

 

Proportion

held

 

Nature of

business

IPPlus (UK) Limited

England

Ordinary

100%

Out of hours and overflow  telephony services and software company

CallScripter Limited

England             

Ordinary

100%

Software reseller

Suffolk Disaster Recovery Limited (previously Ancora Solutions Limited)

England             

Ordinary

100%

Dormant

Ansaback Limited

England             

Ordinary

100%

Dormant

CallScripter (U.K.) Limited

England             

Ordinary

100%

Dormant

EasyScripter Limited

England             

Ordinary

100%

Dormant

Fault Solutions 365 Limited

England             

Ordinary

100%

Dormant

IP3 Telecom Limited

England             

Ordinary

100%

Dormant

PCI-PAL Limited

England             

Ordinary

100%

Dormant

The Number Experts Limited

England             

Ordinary

100%

Dormant

Vital Contact (UK) Limited

England             

Ordinary

100%

Dormant

 

 

 

20.       SHARE CAPITAL

 

Group     

 

2016

Number

2016

£

2015

Number

2015

£

Authorised:

 

 

 

 

Ordinary shares of 1p each

100,000,000

1,000,000

100,000,000

1,000,000

 

════════

════════

════════

════════

Allotted called up and fully paid:

 

 

 

 

Ordinary shares of 1p each

31,721,178

317,212

31,721,178

317,212

 

════════

════════

════════

════════

The Group owns 167,229 (2015: 167,229) shares and these are held as Treasury Shares.

 

During the year, the share price fluctuated between 16 pence and 12.5 pence and closed at 12.50 pence on 30 June 2016.

 

Contingent rights to the allotment of shares

 

No share options are currently exercisable.

 

Contingent rights to the allotment of shares (continued)

 

 

2016

Share

Options

2015

Share

Options

 

  

 

Amounts in issue at beginning of year

 

600,000

 

1,725,000

Granted in period

-

 

Expirations in period

(600,000)

(1,125,000)

 

────────

────────

Amounts in issue at year end

-

600,000

 

════════

════════

       

 

21.       FINANCIAL INSTRUMENTS

 

The Group uses various financial instruments including cash, trade receivables, trade payables, other payables, loans and leasing that arise directly from its operations. The main purpose of these financial instruments is to maintain adequate finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in detail below. The directors do not consider price risk to be a significant risk. The directors review and agree policies for managing each of these risks, as summarised below, and these remain unchanged from previous years.

 

Capital Management

 

The capital structure of the Group consists of debt, cash, loans and equity. The Group's objective when managing capital is to maintain the cash position to protect the future on-going profitable growth which will reflect in shareholder value.

 

At 30 June 2016 the Group had a closing cash balance of £895,422 (2015: £1,040,822) and an outstanding mortgage of £1,109,256 (2015: £1,137,484).

 

 

 

 

 

21.       FINANCIAL INSTRUMENTS (continued)

 

Financial risk management and objectives

 

The Group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The directors achieve this by regularly preparing and reviewing forecasts based on the trends shown in the monthly management accounts.

 

Interest rate risk

 

The total loan balance at 30 June 2016 is £1,109,256 (2015: £1,137,484). Interest is payable at 2.4% above the base rate (2015: at 2.4% above the base rate) (note 17).

 

The Group finances its operations through a mixture of cash and loans and has some risk to interest rate movements which are not deemed significant in the short term.

 

A 1% increase in interest the interest rate payable would have a negative impact the profit and loss account of £11,052. A 1% decrease in interest the interest rate payable would have a positive impact the profit and loss account of £11,052.

 

Credit risk

 

The Group's principal financial assets are cash and trade receivables, with the principal credit risk arising from trade receivables. In order to manage credit risks the Group conducts third party credit reviews on all new clients, takes deposits where this is deemed necessary and collects payment by direct debit on all new Ansaback and Ancora accounts, limiting the exposure to a build up of a large outstanding debt. The Group also conducts third party credit reviews on CallScripter accounts, which also have an agreed payment plan tailored to the risk of the individual client.

 

Liquidity risk

 

The Group aims to mitigate liquidity risk by closely monitoring cash generation and expenditure. Cash is monitored daily and forecasts are regularly prepared to ensure that the movements are in line with the directors' strategy.

 

Trade payables and loans fall due as follows:

 

 

Less than one year

£

One to two years

£

Two to five years

£

Over five years

£

 

Total

£

2016

 

 

 

 

 

Trade payables

289,284

-

-

-

289,284

Other payables

303,957

-

-

-

303,957

Lease capital and interest

 

28,863

 

28,863

 

41,870

 

-

 

99,596

Loans

67,989

65,400

261,597

1,155,893

1,550,879

 

────────

────────

────────

────────

────────

At 30 June 2016

690,093

94,263

303,467

1,155,893

2,243,716

 

 

 

 

 

 

════════

════════

════════

════════

════════

 

 

 

 

 

 

 

Less than one year

£

One to two years

£

Two to five years

£

Over five years

£

 

Total

£

2015

 

 

 

 

 

Trade payables

276,415

-

-

-

276,415

Other payables

445,973

-

-

-

445,973

Lease capital and interest

 

20,200

 

7,244

 

-

 

-

 

27,444

Loans

65,399

65,399

196,197

1,261,802

1,588,797

 

────────

────────

────────

────────

────────

At 30 June 2015

807,987

72,643

196,197

1,261,802

2,338,629

 

════════

════════

════════

════════

════════

 

Foreign currencies

 

During the year exchange gains of £11,784 (2015: charge of £829) have arisen and at the year-end £57,333 (2015: £1,679) was held in foreign currency bank accounts. It is the Group's policy to hold limited amounts in foreign currency in order to reduce exposure to currency risk. The Group does not sell or buy any currency forward or enter into any hedging contracts. A 10% decrease in the value of the foreign currency held would result in a negative impact to the profit and loss account of £5,734. A 10% increase in the value of the foreign currency held would result in a positive impact to the profit and loss account of £5,734.

 

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction and monetary assets and liabilities in foreign currencies are translated at the rates ruling at the year end. At present foreign exchange is minimal and hedging and risk management is not deemed necessary.

 

Financial assets by category

 

Loans and

receivables

£

Non financial assets

£

Total

£

2016

 

 

 

Cash at bank

895,422

-

895,422

Trade receivables - current

1,265,861

-

1,265,861

Other receivables

500

-

500

Prepayments and accrued income

-

217,021

217,021

 

────────

────────

────────

 

2,161,783

217,021

2,378,804

 

════════

════════

════════

 

 

Loans and

receivables

£

Non financial assets

£

Total

£

2015

 

 

 

Cash at bank

1,040,822

-

1,040,822

Trade receivables - current

950,449

-

950,449

Other receivables

504

-

504

Prepayments and accrued income

-

248,675

248,675

 

────────

────────

────────

 

1,991,775

248,675

2,240,450

 

════════

════════

════════

 

21.       FINANCIAL INSTRUMENTS (continued)

 

The fair values of loans and receivables are considered to be approximately equal to the carrying values.

 

Financial liabilities by category

 

Financial

 

 

 

liabilities

 

 

 

measured at

Non

 

 

amortised

financial

 

 

cost

liabilities

Total

 

£

£

£

2016

 

 

 

Trade payables

289,284

-

289,284

Accruals

290,982

-

290,982

Other payables

12,975

-

12,975

VAT and tax payable

-

406,833

406,833

Loans

35,661

-

35,661

Leases

-

26,537

26,537

 

────────

────────

────────

 

628,902

433,370

1,062,272

 

════════

════════

════════

 

 

 

 

 

Financial

 

 

 

liabilities

 

 

 

measured at

Non

 

 

amortised

financial

 

 

cost

liabilities

Total

 

£

£

£

2015

 

 

 

Trade payables

276,415

-

276,415

Accruals

434,839

-

434,839

Other payables

11,134

-

11,134

VAT and tax payable

-

319,878

319,878

Loans

32,766

-

32,766

Leases

-

18,996

18,996

 

────────

────────

────────

 

755,154

338,874

1,094,028

 

════════

════════

════════

 

The fair values of financial liabilities are considered to be approximately equal to the carrying values.

 

22.       CAPITAL COMMITMENTS

           

The Group has no capital commitments at 30 June 2016 or 30 June 2015.

 

23.       CONTINGENT ASSETS

 

The Group has no contingent assets at 30 June 2016 or 30 June 2015.

 

24.             CONTINGENT LIABILITIES

 

The Group has no contingent liabilities at 30 June 2016 or 30 June 2015.

 

 

25.       OPERATING LEASE COMMITMENTS

 

2016

£

2015

£

Total future lease payments:

 

 

 

Less than one year

72,072

140,095

After one and within two years

42,432

59,383

After two and within five years

60,586

65,742

 

_________

__________

 

175,090

265,220

 

════════

════════

 

Operating lease commitments relate to the following buildings:

 

London                                                                         expires May 2017

Martlesham (Anson Road)                                   expires March 2019

Martlesham       (Unit F)                                                expires January 2021

Martlesham       (Unit G)                                               expires January 2021

 

26.             TRANSACTIONS WITH DIRECTORS

 

There were no transactions with directors in the year to June 2016 or June 2015 other than the dividends noted below.

 

27.             DIVIDENDS

 

The directors have proposed a dividend of nil pence per share (2015: 0.15 pence per share) post year end (subject to shareholder approval). As this was proposed post year end no liability has been recognised in the accounts.

 

An interim dividend of 3.16 pence per share was declared on 04 November 2016 (2015: nil pence per share).

 

The following directors received dividend payments during the year to 30 June 2016 as follows:

 

 

Dividend

Paid

2016

£

Dividend Paid

2015

£

 

 

 

W A Catchpole

3,878

3,878

R S M Gordon

1,452

1,452

G Forsyth

1,487

1,487

 

 

28.             DISPOSAL OF ANCORA SOLUTIONS DIVISION

On 31 December 2014 the Group disposed of the division to Restore PLC. Under the terms of the Disposal, Restore PLC purchased the entire fixed assets, payroll and existing contracts of Ancora in return for a cash consideration of £500,000.

Prior to the disposal, Ancora Solutions was reorganised and removals were ceased with a consequent reduction in staff, including the divisional Managing Director. This gave rise to a total reorganisation cost of £100,166 in the prior year.

Revenues and expenses, gains and losses relating to the discontinuance of this division have been eliminated from the loss from the Group's continuing operations and are shown as a single line item on the face of the Consolidated Statement of Comprehensive Income.

Operating losses until the date of disposal are summarised below:

 

2016

£

2015

£

 

 

 

 

Revenue

(311)

362,803

 

 

 

Cost of sales

36

(286,028)

 

────────

────────

Gross (loss)/profit

(275)

76,775

 

 

 

Administrative expenses

17,531

(113,162)

 

────────

────────

Trading profit/(loss)

17,256

(36,387)

 

 

 

Reorganisation costs

-

(100,166)

Provision for onerous leases

19,204

(121,000)

 

────────

────────

Operating loss

36,460

(257,553)

 

 

 

Profit on disposal

-

203,697

 

────────

────────

Loss for period from discontinued activities

 

36,460

 

(53,856)

 

════════

════════

         

The prior year provision for onerous leases relates to the estimated cost of warehouse leases that the Group would continue to bear once the archiving relocated to the Restore units.

As Restore occupied the premises for longer than anticipated, part of the provision for onerous leases was released in the year. Restore have now fully vacated all of the premises used by Ancora.

 

 

28.             DISPOSAL OF ANCORA SOLUTIONS DIVISION (continued)

 

The calculation of the profit on disposal is shown below:

 

 

 

 

 

 

 

 

 

 

£

Goodwill and intangible assets

 

 

 

(207,017)

Plant and equipment

 

 

 

(79,296)

 

 

 

 

────────

Net Assets disposed

 

 

 

(286,313)

 

 

 

 

 

Other Items:

 

 

 

 

Legal Fees

 

 

 

(8,300)

Other costs

 

 

 

(1,690)

 

 

 

 

────────

Total net assets and provisions

 

 

 

(296,303)

 

 

 

 

 

Cash received

 

 

 

500,000

 

 

 

 

────────

Profit on disposal

 

 

 

203,697

 

 

 

 

════════

 

29.             SUBSEQUENT EVENTS

 

On 30 September 2016 the group disposed of the investment in IPPlus (UK) Limited and CallScripter Limited to Direct Response Contact Centres Group Limited for £6,700,000. This generated a profit on disposal of £6,275,762, subject to agreement with the purchaser on final completion accounts.

 

 

 

 

 

 

COMPANY BALANCE SHEET

 

AS AT 30 JUNE 2016

 

 

Note

2016

£

2015

£

Fixed assets

 

 

 

Investments

5

201,609

201,609

 

 

────────

────────

 

 

201,609

201,609

Current assets

 

 

 

Debtors

6

605,037

709,334

Cash at bank and in hand

 

31,987

8,347

 

 

────────

────────

 

 

637,024

717,681

 

 

 

 

Creditors: amounts falling due within one

year

 

7

 

(58,887)

 

(22,162)

 

 

────────

────────

Net current assets

 

578,137

695,519

 

 

────────

────────

Total assets less current liabilities

 

779,746

897,128

 

 

 

 

Creditors: amounts falling due after more than  one year

 

 

 

-

 

-

 

 

────────

────────

Net Assets

 

779,746

897,128

 

 

════════

════════

 

 

 

 

Capital and reserves

 

 

 

Called up share capital

8

317,212

317,212

Share premium account

 

89,396

89,396

Profit and loss account

 

373,138

490,520

 

 

────────

────────

Shareholders' Funds

 

779,746

897,128

 

 

════════

════════

 

 

 

 

 

 

 

The financial statements were approved by the directors and were authorised for issue on 22 November 2016.

 

W A Catchpole

 

Director

 

 

 

 

A K Francombe

 

 

Director

 

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

Share capital

 

Share

premium

Profit and loss account

 

Total

Equity

 

 

£

£

£

£

 

 

 

 

 

 

Balance at 1 July 2014

 

317,212

89,396

531,787

938,395

 

 

 

 

 

 

Dividend paid

 

-

-

(47,332)

(47,332)

 

 

───────

───────

───────

───────

Transactions with owners

 

-

-

(47,332)

(47,332)

 

 

 

 

 

 

Profit and total recognised income and expense for the year

 

 

 

-

 

 

-

 

 

6,065

 

 

6,065

 

 

───────

───────

───────

───────

Balance at 30 June 2015

 

317,212

89,396

490,520

897,128

 

 

 

 

 

 

Dividend paid

 

-

-

(47,332)

(47,332)

 

 

───────

───────

───────

───────

Transactions with owners

 

-

-

(47,332)

(47,332)

 

 

 

 

 

 

Loss and total recognised income and expense for the year

 

 

 

-

 

 

-

 

 

(70,050)

 

 

(70,050)

 

 

───────

───────

───────

───────

Balance at 30 June 2016

 

317,212

89,396

373,138

779,746

 

 

═══════  

═══════

═══════

═══════

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

 

COMPANY STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

2016

2015

 

 

£

£

Cash flows from operating activities

 

 

 

(Loss)/Profit after taxation

 

(70,050)

6,065

Adjustments for:

 

 

 

Depreciation

 

-

25,923

Interest income

 

(33,440)

(2,115)

Decrease/(increase) in trade and other receivables

 

104,297

(409,474)

(Decrease)/Increase in trade and other payables

 

36,725

(46,639)

 

 

────────

────────

Cash generated from and used in continuing operations

 

37,532

(426,240)

 

 

 

 

Dividend paid

 

(47,332)

(47,332)

 

 

────────

────────

Net cash from operating activities

 

(9,800)

(473,572)

 

 

────────

────────

Cash flows from investing activities

 

 

 

Sale of land, buildings, plant and equipment

 

-

1,570,100

Interest received

 

33,440

2,115

 

 

────────

────────

Net generated from investing activities

 

33,440

1,572,215

 

 

────────

────────

Cash flows from financing activities

 

 

 

Repayment of borrowings

 

-

(1,128,671)

 

 

────────

────────

Net cash used in financing activities

 

-

(1,128,671)

 

 

────────

────────

Net increase/(decrease) in cash

 

23,640

(30,028)

 

 

════════

════════

Cash and cash equivalents at beginning of year

 

8,347

38,375

Net (decrease)/increase in cash

 

23,640

(30,028)

 

 

────────

────────

Cash and cash equivalents at end of year

 

31,987

8,347

 

 

════════

════════

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 30 JUNE 2016

 

1.   ACCOUNTING POLICIES

 

Basis of preparation

 

The financial statements of the Company have been prepared in accordance with applicable United Kingdom law and accounting standards (United Kingdom Generally Accepted Accounting Practice) including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS102") and the Companies Act 2006.

 

The directors have continued to adopt the going concern basis in preparing the financial statements.

 

Merger relief

 

The Company is entitled to merger relief offered by the Companies Act, and the shares issued when the subsidiary undertaking, IPPlus (UK) Limited, was acquired are shown at their nominal value.

 

Deferred taxation

 

Deferred tax is recognised on all timing differences where the transactions or events that give the Company an obligation to pay more tax in the future, or a right to pay less tax in future, have occurred by the year end. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured on an undiscounted basis using rates of tax that have been enacted or substantively enacted by the year end.

 

Investments

Shares in subsidiary undertakings are included at original cost less any amounts written off for permanent diminution in value.

 

Land and buildings

 

Land and buildings are stated at cost, net of depreciation and any provision for impairment.

 

Related Party Transactions

 

The Company maintains Group intercompany balances with 100% owned subsidiaries, and therefore has taken advantage of Section 33 of FRS102 which states that transactions between a parent and its 100% owned subsidiaries do not need to be disclosed.

 

2.   PROFIT FOR THE FINANCIAL YEAR

 

The Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements.  The loss for the Company for the year was £70,050 (2015: Profit £6,065).

 

3.   PERSONNEL REMUNERATION

 

The Company has no employees, therefore personnel remuneration was £nil (2015 £nil). All employee costs are borne by the Company's wholly-owned subsidiaries.

 

4.   INTEREST INCOME

 

The Company received interest from bank deposits and balances with Group Companies of £33,440 (2015 £2,115).

 

5.   FIXED ASSETS

 

INVESTMENTS

 

 

Subsidiary

Total

 

undertakings

 

 

£

£

Cost at 1 July 2015

201,609

201,609

 

 

 

Additions

-

-

 

────────

────────

Cost at 30 June 2015

201,609

201,609

Disposals

-

-

 

────────

────────

Cost at 30 June 2016

201,609

201,609

 

════════

════════

 

 

 

 

6.   CURRENT ASSETS

 

2016

2015

 

£

£

Other debtors

16,115

4,213

Amount owed by Group undertaking

583,752

700,441

Prepayments and accrued income

5,170

4,680

 

────────

────────

 

605,037

709,334

 

════════

════════

 

7.   CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

                                                                                                       

 

2016

2015

 

£

£

Trade creditors

49,144

16,852

Accruals and deferred income

9,743

5,310

 

────────

────────

 

58,887

22,162

 

════════

════════

 

8.   SHARE CAPITAL

 

2016

2016

2015

2015

 

Number

£

Number

£

Allotted called up and fully paid:

 

 

 

 

Ordinary shares of 1p each

31,721,178

317,212

31,721,178

317,212

 

════════

════════

════════

════════

 

 

 

 

9.   DIVIDENDS

 

The directors have proposed no final dividend of in respect of the year ended 30 June 2016 (2015: 0.15 pence per share).

 

A special interim dividend of 3.16 pence per share declared on 07 November 2016 (2015: nil pence per share), and is expected to be paid on 9 December 2016. As this was proposed post year end no liability has been recognised in the accounts.

 

The following directors received dividend payments as follows:

 

 

Dividend

2016

£

Dividend

2015

£

 

 

 

W A Catchpole

3,878

3,878

R S M Gordon

1,452

1,452

G Forsyth

1,487

1,487

 

 

 

 

10. FINANCIAL ASSETS AND LIABILITIES

 

2016

2015

 

£

£

Financial Assets Measured at amortised cost

599,867

704,654

Financial Liabilities Measured at amortised cost   

49,144

16,852

 

                                           

11.       FIRST TIME ADOPTION OF FRS102

 

The company transitioned to FRS 102 on 1 July 2014 and these are the first financial statements that comply with FRS 102. The policies applied under the entity's previous accounting framework are not materially different to FRS 102 and have not impacted on equity or profit or loss.

 


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