Exhibit 99. 2

SpinVox Limited

Consolidated Financial Statements

31 December 2008 and 31 December 2007

SpinVox Limited

Consolidated financial statements
for the years ended 31 December 2008 and 2007

Contents		Page
Independent auditors’ report			1
Consolidated statements of operations			2
Consolidated statements of recognised income and expense			3
Consolidated statements of changes in equity			4
Consolidated balance sheets			5
Consolidated cash flow statements			6
Notes to the consolidated financial statements			7

Independent auditors’ report to the members of SpinVox Limited

We have audited the accompanying consolidated balance sheets of SpinVox Limited (the “Company”) as of 31 December 2008 and 2007, and the related consolidated statements of operations, consolidated statements of recognised income and expense, consolidated statements of changes in equity and consolidated cash flow statements for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in Note 2 to the financial statements, the Company changed its revenue recognition policy in 2008.

/s/ DELOITTE LLP
London, United Kingdom
30 December 2009

SpinVox Limited

Consolidated statements of operations

Years ended 31 December 2008 and 31 December 2007

										2007
										Restated
						2008				(see note 2)
		Note				£’000				£’000
Continuing operations
Revenue			5,6				3,692				1,038
Service provision costs							(27,436	)			(11,489	)
Research and development							(10,368	)			(7,324	)
Sales and marketing							(12,625	)			(11,244	)
Administrative expenses							(16,524	)			(8,140	)
Operating expenses							(66,953	)			(38,197	)
Operating loss			7				(63,261	)			(37,159	)
Investment income			9				751				97
Finance costs			10				(2,645	)			(790	)
Loss before tax							(65,155	)			(37,852	)
Tax			11				1,541				518
Loss for the year							(63,614	)			(37,334	)

The accompanying notes are part of the consolidated financial statements.

SpinVox Limited

Consolidated statements of recognised income and expense
Years ended 31 December 2008 and 31 December 2007

										2007
										Restated
						2008				(see note 2)
		Note				£’000				£’000
Exchange differences on translation of foreign operations recognised directly in equity							(69	)			9
Loss for the year							(63,614	)			(37,334	)
Total recognised income and expense for the year attributable to equity holders of the parent			20				(63,683	)			(37,325	)

The accompanying notes are part of the consolidated financial statements.

																		Deficit
																		attributable
																		to equity
																		shareholders
														Accumulated				of the
														Deficit				parent
		Share				Share				Warrant				Restated				Restated
		Capital				Premium				Reserve				(see note 2)				(see note 2)
		£000’s				£000’s				£000’s				£000’s				£000’s
As at 31 December 2007			3,359				27,284				444				(45,640	)			(14,553	)
Loss for the period															(63,614	)			(63,614	)
Shares issued			1,314				49,830												51,144
Exchange differences on translation of foreign operations recognised directly in equity															(69	)			(69	)
Share-based payment expense															2,594				2,594
As at 31 December 2008			4,673				77,114				444				(106,729	)			(24,498	)

																		Deficit
																		attributable
																		to equity
																		shareholders
														Accumulated				of the
														Deficit				parent
		Share				Share				Warrant				Restated				Restated
		Capital				Premium				Reserve				(see note 2)				(see note 2)
		£000’s				£000’s				£000’s				£000’s				£000’s
As of 31 December 2006			2,852				16,785				28				(14,945	)			4,720
Loss for the period															(36,315	)			(36,315	)
Shares issued			507				10,499												11,006
Warrants Issued											422								422
Transfers											(6	)			6				—
Exchange differences on translation of foreign operations recognised directly in equity															9				9
Share-based payment expense															6,624				6,624
As of 31 December 2007 as previously reported			3,359				27,284				444				(44,621	)			(13,534	)
Restatement for revenue recognition (see note 2)			—				—				—				(1,019	)			(1,019	)
As of 31 December 2007 as restated			3,359				27,284				444				(45,640	)			(14,553	)

The accompanying notes are part of the consolidated financial statements

SpinVox Limited

Consolidated balance sheets
As of 31 December 2008 and 31 December 2007

										2007
										Restated
						2008				(see note 2)
		Note				£’000				£’000
Non-current assets
Intangible assets			12				2,678				3,690
Property, plant and equipment			13				2,352				2,027
Other receivables							272				150
							5,302				5,867
Current assets
Trade and other receivables			15				5,376				2,583
Cash and cash equivalents			15				1,070				1,683
							6,446				4,266
Total assets							11,748				10,133
Current liabilities
Trade and other payables			18				(19,331	)			(8,159	)
Borrowings			16				(15,447	)			(53	)
Obligations under finance leases			17				(841	)			(557	)
							(35,619	)			(8,769	)
Non-current liabilities
Borrowings			16				(77	)			(15,260	)
Obligations under finance leases			17				(550	)			(657	)
							(627	)			(15,917	)
Total liabilities							(36,246	)			(24,686	)
Net liabilities							(24,498	)			(14,553	)
Equity
Share capital			19				4,673				3,359
Share premium account							77,114				27,284
Warrant reserve			20				444				444
Accumulated deficit			20				(106,729	)			(45,640	)
Deficit attributable to equity shareholders of the parent			20				(24,498	)			(14,553	)

During the year the equity reserve was combined with the accumulated deficit (see note 20).

The accompanying notes are part of the consolidated financial statements

SpinVox Limited

Consolidated cash flow statements
Years ended 31 December 2008 and 31 December 2007

						2008				2007
		Note				£’000				£’000
Net cash absorbed by operating activities			21				(45,128	)			(24,296	)
Investing activities
Purchases of property, plant and equipment							(1,910	)			(929	)
Purchase of computer software							(272	)			(431	)
Development costs capitalised							(1,924	)			(2,452	)
Interest received							751				97
Net cash used in investing activities							(3,355	)			(3,715	)
Financing activities
Repayments under finance leases							(1,050	)			(667	)
Repayments of borrowings							(2,477	)			(40	)
Net proceeds from new loans							253				14,664
Net proceeds on issue of shares							51,144				11,006
Proceeds on issue of warrants							—				422
Net cash from financing activities							47,870				25,385
Net decrease in cash and cash equivalents							(613	)			(2,626	)
Cash and cash equivalents at beginning of year							1,683				4,309
Cash and cash equivalents at end of year							1,070				1,683

The accompanying notes are part of the consolidated financial statements.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

1.		General information
		SpinVox Limited (“SpinVox” or the “Company”) is incorporated in England & Wales under the Companies Act 1985 and domiciled in the United Kingdom. The Company is a wholly owned subsidiary of Foxtrot Acquisition Limited, a company incorporated in the Cayman Islands. The nature of the Company’s operations and its principal activities are the development of technology to enable conversion of voice to text and the sale of this capability through the provision of services.
		These financial statements are presented in pounds sterling because that is the functional currency of the Company. Foreign operations are included in accordance with the policies set out in note 2.
		At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective:
		IAS 23 (Revised) Borrowing costs IAS 27 (Revised) Consolidated and separate financial statements Amendment to IAS 32 Financial Instruments: Presentation Amendment to IAS 38 — Intangible assets Amendment to IAS 39 Financial Instruments: Recognition and Measurement Amendment to IFRS 1 First time adoption of International Financial Reporting Standards Amendment to IFRS 2 Share based payment Amendment to IAS 27 (Revised) Consolidated and separate financial statements costs IFRS 3 (Revised) Business combinations IFRS 8 Operating Segments IFRIC 13 Customer loyalty programmes IFRIC 15 Arrangements for the construction of real estate IFRIC 16 Hedges of a net investment in a foreign operation IFRIC 17 Distributions of non cash assets to customers IFRIC 18 Transfer of assets from customers
		The directors anticipate that the adoption of these standards and interpretations in future periods will not have a material impact on the financial statements of the Company.
		These financial statements do not constitute the Company’s statutory accounts for the year ended 31 December 2008 as defined by Section 240 of the Companies Act 1985. A copy of the statutory accounts has been delivered to the Registrar of Companies. The Auditors have reported on those accounts. Their audit report was qualified in respect of the disclosure of amounts due to/from directors and the disclosure of directors’ and employees’ remuneration as required by the Companies Act and contained statements under s237(2) and s237(3) of the Companies Act 1985.
		These financial statements were approved by the Board of Directors on 30 December 2009 and were authorised for issue.

2.		Accounting policies
		Basis of preparation
		The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).
		The financial statements have been prepared on the going concern basis as described in note 4 and on the historic cost basis except for the treatment of certain financial instruments and share based payments expense, as required by International Financial Reporting Standards. The principal accounting policies are set out below.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

2.		Accounting policies (continued)
		Basis of consolidation
		The consolidated financial statements include the results, cash flows and assets and liabilities of the Company and the enterprises under its control (its subsidiaries). Control is defined as the ability to govern the financial and operating policies of an investee enterprise so as to obtain benefit from its activities. All intra-Company transactions, balances, income and expenses are eliminated on consolidation.
		Change in presentation of statement of operations
		In preparing these financial statements for the year ended 31 December 2008 the directors concluded that a more useful presentation for the statement of operations would be to present a further analysis of categories of expenditure by function, and accordingly the prior period has been reclassified to conform to the 2008 presentation. Service provision costs are the equivalent of the Company’s cost of sales and mainly include such costs as direct labour and information technology related costs of service provisioning.
		Change in accounting policy — revenue from integration services
		In prior years integration revenues were recognised as the service was delivered based upon management’s estimate of the fair value of services delivered. The Company has changed its policy so that amounts attributed to integration services are recognised as revenue over the expected term of the customer relationship.
		Having performed a review of accounting policies of comparable businesses in the industry, the directors believe that the new policy is better suited to the Company’s business activities and results in financial statements that provide more reliable and relevant information to the shareholders and other users of the financial statements.
		The change in policy had no impact on the accumulated deficit as at 1 January 2007. The impact of this change on revenue and the loss for the current period and the comparative period is set out below:

		2008				2007
		£’000				£’000
Prior accounting policy:
Revenue			3,480				2,057
Loss for the year			(63,826	)			(36,315	)
New accounting policy:
Revenue			3,692				1,038
Loss for the year			(63,614	)			(37,334	)

		Presentation of statement of changes in equity
		IAS1 (Revised) Presentation of financial statements has been adopted in these financial statements. Accordingly, a statement of changes in equity has been presented as a primary statement.
		Revenue recognition
		Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable and represents amounts earned for services provided in the normal course of business, net of trade discounts, sales incentives, VAT and other sales related taxes.
		The Company mainly enters into contracts with customers to provide voice to screen conversion services. Contracts typically have a term of one to three years, although some contracts include provision for automatic renewal at the same pricing or are cancellable part way through the initial term.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

2.		Accounting policies (continued)
		Revenue recognition (continued)
		The Company earns revenues from integration services, including the initial integration of SpinVox’s system with the customer’s network infrastructure and the provision of capacity on SpinVox’s system, and through conversion services. Revenues for integration services are not unbundled, but are recognised over the expected term of the relationship and revenues for conversion services are recognised as the services are performed.
		The Company makes cash payments to certain of its customers in connection with the use of the Company’s services. Amounts are generally payable upon the achievement of volume or profitability targets or to cover some or all of the marketing costs incurred by the customer in promoting the SpinVox service. All such amounts are offset against revenue. Amounts payable in respect of marketing costs are expensed as incurred. Amounts payable to provide services to the customer are recognised as an intangible asset. This intangible asset is amortised over the expected term of the contract in proportion to estimated gross revenue and offset against revenue.
		These estimates are updated each reporting period to reflect the latest information available to management. Any changes in estimate are accounted for in the period in which the estimate is changed.
		All service provision costs are expensed as incurred.
		Leases
		Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
		Operating lease rentals are charged to the income statement on a straight-line basis over the term of the lease.
		Assets held under finance leases are recognised as assets at the lower of their fair value and the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of operations.
		Foreign currencies and treasury
		In preparing the financial statements of the individual companies that comprise the Company, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the statement of operations.
		On consolidation, income statements of foreign operations are translated into sterling at monthly average rates which approximate to the actual rate for the relevant accounting periods. Assets and liabilities are translated at exchange rates ruling at the balance sheet date. Exchange differences are taken to reserves.
		An intra-Company monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the Company’s net investment in the foreign operation. Exchange differences arising on these types of monetary items that forms part of the Company’s net investment in a foreign operation and is recognised in equity.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

2.		Accounting policies (continued)
		Taxation
		The tax charge represents the sum of the current tax payable and deferred tax.
		The current tax position is based on the taxable profit or loss for the year. The Company’s assessment for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
		Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
		Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiary undertakings except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
		The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
		Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
		Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
		Research and development tax credits are recognised in the year in which the related costs are incurred to the extent the directors believe these costs will qualify for a tax credit under current legislation.
		Property, plant and equipment
		Property, plant and equipment is shown at historical cost, net of accumulated depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life as follows:
		Office fixtures and computer equipment and motor vehicles — between 2 and 3 years
		Assets held under finance leases are depreciated over their expected useful lives on the same basis as equivalent owned assets or, where shorter, over the term of the relevant lease.
		Intangible assets
		Intangible assets, which include patents, licences, capitalised software expenditure and capitalised development costs are stated at cost less accumulated amortisation and impairment losses. Amortisation is provided over the useful life of the asset as follows:
		Patents and trademarks — 10 years, straight line
		Software — 2 to 3 years, straight line
		Payments for right to provide services — over expected contract term based on a prudent estimate of gross revenues.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

2.		Accounting policies (continued)
		Research and development
		Expenditure on research activities is charged as an expense in the period in which it is incurred. Development costs which are expected to generate probable future economic benefits are capitalised in accordance with IAS 38 “Intangible Assets” if the following recognition criteria are met:

	•		the technical feasibility of completing the asset so that it will be available for use has been achieved,
	•		the Company has the intention to complete the asset and use it,
	•		it is probable that the asset will generate future economic benefits,
	•		the Company has the ability to use or sell the intangible asset,
	•		adequate technical, financial and other resources are available to the Company to complete the developments and to use the asset; and
	•		the development cost of the asset can be measured reliably.

		Any capitalised development costs are amortised on a straight-line basis over their useful economic lives which are on average estimated to be around two years. All other development expenditure is charged to the statement of operations in the period in which it is incurred.
		The majority of capitalised development costs relate to the development of the core Voice Message Conversion System.
		Impairment of tangible and intangible assets
		At each balance sheet date and whenever there is an indication that an asset may be impaired, the Company reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of fair value less costs to sell and value in use. Value in use is calculated by discounting the expected future cash flows using a discount rate commensurate with the risk associated with the asset assessed for impairment.
		Financial instruments
		Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.
		Trade receivables
		Trade receivables are measured at fair value with appropriate allowances for estimated irrecoverable amounts recognised in the income statement.
		Cash and cash equivalents
		Cash and cash equivalents comprise cash in hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
		Borrowings
		Interest-bearing loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Where there are contemporaneous transactions entered into by the Company with the same party, the component parts are classified separately as financial liabilities and equity in accordance with the contractual arrangement. At the date of issuance, the fair value of the liability component is estimated using the relevant market interest rate. The amount is recorded as a liability using the effective interest method until its maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the transaction as a whole. The remaining proceeds are further allocated between any separable elements of equity based on the fair value of each instrument.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

2.		Accounting policies (continued)
		Financial instruments (continued)
		Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The Company does not capitalise any interest with respect to bank borrowings.
		Trade payables
		Trade payables are initially measured at fair value.
		Equity instruments and financial liabilities
		These are classified according to the substance of the contractual arrangement entered into. Equity instruments and financial liabilities issued by the Company are recorded at fair value, net of direct issue costs.
		Derivative financial instruments and hedge accounting
		The Company does not enter into derivative financial instruments outside of those instruments considered to be derivatives included in its normal financing arrangements, nor does the Company enter into derivative instruments for speculative trading purposes. The Company has not entered into any derivative instruments to which it applies hedge accounting.
		Share-based payments
		The Company operates a number of equity-settled share-based payment schemes under which share options are issued to certain employees. The fair value determined at the grant date of the option is expensed on a straight-line basis over the vesting period.
		For schemes that include non-market based conditions or no conditions, a “true-up” model is applied to the expense at each reporting date based on the expected number of shares that will eventually vest. Fair value is measured by use of a Black-Scholes model which takes into account exercise price, fair market value of share price at date of grant, expected life, expected volatility of the share price, risk free interest rate and the expected dividend yield.
		Provisions and contingent liabilities
		Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the management’s best estimate of the expenditure required to settle that obligation at the balance sheet date, and are discounted to present value where the effect is material.
		A contingent liability is disclosed where it is probable or possible that a present obligation may exist but that the outflow cannot be reliably estimated.
3.		Critical accounting judgements and key sources of estimation uncertainty
		Revenue recognition
		Management makes judgements about the expected term of a customer contract when allocating integration revenues. This judgement takes account of the initial term of the contract and the possibility of renewal. In certain instances the contract may be cancelled by either party part way through the initial term. Unless an early termination is probable it is not taken into account in allocating integration revenues. In addition, management makes estimates about the gross revenue that will be earned over the term of the contract in order that any payments to obtain access to provide services are allocated in proportion to gross revenues over the expected term of the contract.
		In the early stages of a contract where the ultimate net revenues from estimated future message volumes that will be earned under a contract are such that management do not yet consider it reasonably assured that the net revenue under the contract (i.e. taking account of customer incentives) will be greater than nil, the Company defers all net revenue until such time that a different allocation can be made. Where an intangible asset has been recorded in respect of obtaining access to provide services the asset is amortised against revenue such that net revenues recognized are nil.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

3.		Critical accounting judgements and key sources of estimation uncertainty (continued)
		Calculation of share based payments charge
		The calculation of the share based payments charge requires the use of a statistical model to calculate the fair value of the share options. The model used to value the options in both the current and the prior year is the Black-Scholes model. The fair value is then spread over the vesting period of the option, in accordance with the accounting policy set out in note 2.
		The Black-Scholes model requires a number of inputs, as set out in note 23. The values of these inputs are fixed at the date the option is granted, and not subsequently adjusted. The input which has the greatest impact on the valuation of the share options is the estimated market value of the shares in SpinVox Limited at the date of grant. As shares in SpinVox Limited are not publicly traded there is no readily available information surrounding the market value of the shares at any given point in time. Management have therefore considered all available information in estimating the fair value of the shares including the latest value at which SpinVox raised equity from unrelated third party investors. Through March 2008 management believes equity raised from investors provides the best indicator of value of the equity shares in SpinVox Limited at any point in time. It is management’s assessment that from the point at which SpinVox last raised equity from an investor in March 2008 through the end of the year, the market value of the shares declined significantly. This decline resulted from market and business specific events which occurred during that period. As a result, stock options granted in December 2008 and since then have been determined to have an insignificant value.
		Capitalisation of development costs
		Management reviews all the research and development projects, and if the project meets the criteria for capitalisation the directly attributable costs are capitalised from the date that the criteria are met.
		Impairments
		The Company has continued to incur operating losses and will continue to do so until revenues from new carriers or additional message volumes increase or the cost of providing the Company’s services can be reduced. The Board’s assessment of whether fixed assets are impaired depends on the assumptions in the business plan being realised and the discount rate applied, more details of which are set out in notes 12 and 13.
		Amounts payable to tax authorities
		The Company did not adequately capture all necessary information to administer PAYE properly and to identify expenses that were personal to the CEO. These inadequacies led to a number of failures to deduct and account for PAYE and National Insurance to HM Revenue & Customs, including taxation liabilities on benefits in kind for employees including the CEO, benefits and expenditure that could fall to be treated as personal for the CEO and incorrect application of taxation to bonuses for the CEO. The Company has made an estimate of the amount of additional payroll taxes due to relevant taxation authorities as a result of these and other exposures and arrears of filings together with the associated interest as a result of late payment and penalties for failure to comply with the relevant requirements. Whilst management believe that appropriate provision has been made, the actual amount settled could be greater or smaller than the amount provided in the financial statements. In particular, the level of penalties may vary depending upon the tax authority’s view of the Company’s degree of co-operation and the perceived severity of the deficiencies in the Company’s returns.
		Recognition of deferred tax assets
		Management makes a judgement about whether a deferred tax asset can be recognized in respect of tax losses based on whether it is more likely than not that they will be utilized.
		Litigation
		From time to time the Company is subject to actual or threatened litigation. Management make judgements about the probable outcome and makes provision or disclosures of contingent liabilities as required.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

4.		Going concern
		SpinVox was acquired by Foxtrot Acquisition Limited which, as disclosed in note 29, is ultimately controlled by Nuance on 30 December 2009. Management has prepared the financial statements on a going concern basis as confirmation has been received from Nuance, as the ultimate parent company, that it will make available either directly, or by facilitating the provision of additional finance through a subsidiary, all necessary financial support to ensure that the Company and its subsidiaries can continue in operational existence for the foreseeable future and meet their obligations as they fall due, and in any case for a period not earlier than twelve months from the date of approval of these financial statements.
5.		Revenue
		Revenue is stated net of associated customer costs as follows:

						Restated
						(see note 2)
		2008				2007
		£’000				£’000
Revenue before deduction of customer costs			5,390				1,038
Customer costs			(1,698	)			—
			3,692				1,038

6.		Business and geographical segments
		Business segments
		The Company considers it has one primary business segment — this being the provision of Voice to Screen messaging conversion services using its patented voicemail conversion system.
		Geographical segments
		The Company is based in the United Kingdom. A geographical analysis is set out below

																		Non-current asset
		Revenue								Segment assets								additions
		2008				2007				2008				2007				2008				2007
		£’000				£’000				£’000				£’000				£’000				£’000
Europe			1,521				364				11,435				9,768				5,061				4,899
Americas			1,295				83				313				365				60				73
Rest of World			876				591				—				—				—				—
			3,692				1,038				11,748				10,133				5,121				4,972

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

7.		Operating loss
		Operating loss is stated after charging:

		2008				2007
		£’000				£’000
Amortisation of capitalised development costs			2,532				835
Research and development costs incurred and expensed in the year			10,368				7,324
Depreciation of property, plant and equipment			2,602				931
Amortisation of patents			264				89
Amortisation of computer software			412				191
Staff costs (see note 8), including share based payments expense			22,603				21,105
Provision for payroll taxes			5,000				—

The analysis of auditors’ remuneration is as follows:

		2008				2007
		£’000				£’000
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts			529				30
Total audit fees			529				30
Other services
— Tax services			49				22
— IFRS conversion			—				15
— Other advisory			6				—
Total non—audit fees			55				37

8.		Staff costs
		The average number of employees (including executive directors) was:

		2008				2007
Function		No.				No.
Directors			3				2
Service provision			151				67
Research and development			63				69
Sales and marketing			25				44
General administration			54				37
			296				219

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

8. Staff costs (continued)

     Their aggregate remuneration comprises:

		2008				2007
		£’000				£’000
Salaries and benefits			17,836				12,988
Social security costs			2,172				1,493
Share based payment expense (see note 23)			2,595				6,624
			22,603				21,105

9. Investment income

		2008				2007
		£’000				£’000
Interest on bank deposits			751				97

10. Finance costs

		2008				2007
		£’000				£’000
Interest on bank overdrafts and loans			(25	)			(12	)
Interest on PIK notes (see note 16)			(2,434	)			(658	)
Interest on obligations under finance leases			(186	)			(120	)
			(2,645	)			(790	)

11. Tax

		2008				2007
		£’000				£’000
Research and development tax rebate			1,791				518
Overseas tax			(250	)			—
			1,541				518

Research and development tax credits are available in the UK to companies which are going concerns in the UK for qualifying expenditure. The research and development tax rebate for 2006 was agreed and recognised in the statement of operations in 2007. The amounts recognised in 2008 represent £880,000 claimed in respect of 2007, which was agreed in 2009 based on the submission of a draft claim reviewed by HMRC, and £950,000 claimed in respect of 2008 which has not yet been reviewed but is anticipated to be endorsed in early 2010. Additionally there was a £39,000 adjustment in respect of 2006.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

11. Tax (continued)

The credit for the year can be reconciled to the loss per the consolidated statement of operations as follows:

						Restated
		2008				2007
		£’000				£’000
Loss before tax from continuing operations			(65,155	)			(37,852	)
Tax at the UK corporation tax rate of 28.5%			(18,569	)			(10,788	)
Expenses not deductible for tax purposes			826				126
Unrecognised deferred tax asset			16,618				10,014
Losses surrendered for R&D tax purposes			742				455
Research and development loss relief			(1,408	)			(325	)
SpinVox Inc tax charge			250				—
Tax benefit for the year			(1,541	)			(518	)

A deferred tax asset estimated at £28,031,000 (2007: £19,000,000) has not been recognised. This un-recognised asset has been principally generated by the Company’s losses to date and the tax deduction which will be received on the exercise of share options. The asset has not been recognised due to the uncertainty regarding the anticipated future timing and amount of taxable profits.

12. Intangible assets

										Patents
		Computer				Development				and
		software				costs				trademarks				Total
		£000’s				£000’s				£000’s				£000’s
Cost
As of 1 January 2007			255				1,288				887				2,430
Additions			431				2,452				—				2,883
As of 1 January 2008			686				3,740				887				5,313
Additions			272				1,677				247				2,196
As of 31 December 2008			958				5,417				1,134				7,509
Amortisation
As of l January 2007			21				176				311				508
Charge for the year			191				835				89				1,115
As of 1 January 2008			212				1,011				400				1,623
Charge for the year			412				2,532				264				3,208
As of 31 December 2008			624				3,543				664				4,831
Carrying amount
As of 31 December 2008			334				1,874				470				2,678
As of 31 December 2007			474				2,729				487				3,690

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

12. Intangible assets (continued)

The amortisation period for the costs incurred on the Company’s Voice Mail Conversion System development used in 2007 is three years. However, during the period management reviewed the life of projects and concluded that the useful life should be reduced to two years, reflecting the incremental nature of development work. The impact of this change is an increase in amortization in 2008 of £965,000.

13. Property, plant and equipment

		Office
		fixtures
		and
		computer
		equipment
		£’000
Cost
As of 1 January 2007			1,158
Additions			2,089
As of 1 January 2008			3,247
Additions			2,925
Foreign exchange translation			(2	)
As of 31 December 2008			6,170
Accumulated depreciation
As of 1 January 2007			289
Charge for the year			931
As of 1 January 2008			1,220
Charge for the year			2,602
Foreign exchange translation			(4	)
As of 31 December 2008			3,818
Carrying amount
As of 31 December 2008			2,352
As of 31 December 2007			2,027

The carrying amount of the Company’s fixtures and equipment includes an amount of £1,193,638 (2007: £1,225,000) in respect of assets held under finance leases and depreciation for the year on these assets was £1,014,230. The finance leases are secured on the assets to which they relate.

Additions to fixtures and equipment during the year amounting to £1,017,000 (2007: £1,160,000) were financed by new finance leases.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

14. Subsidiaries

SpinVox Limited has an investment in the following subsidiary undertaking:

Subsidiary undertaking		Country of incorporation		Principal activity		Holding
SpinVox Inc		United States of America		Sales and Marketing Activities		100%

15. Other financial assets

Trade and other receivables

		2008				2007
		£’000				£’000
Amounts receivable for the sale of goods and services			2,288				471
Allowance for doubtful debts			(271	)			(15	)
Trade receivables			2,017				456
VAT recoverable			207				703
Research and development tax credits recoverable			1,822				519
Other debtors			38				99
Prepayments			1,062				395
Accrued income			230				411
			5,376				2,583

The average credit period taken on sale of goods and services is 78 days (2007: 66 days). Trade receivables are provided for on a specific basis based on management’s estimate of the recoverability of the amounts outstanding.

Aging of overdue and impaired receivables:

		Overdue but not impaired								Impaired
		2008				2007				2008				2007
		£’000				£’000				£’000				£’000
60-90 days			29				257				—				15
> 90 days			233				—				271				—
			262				257				271				15

All overdue but not impaired debt has been recovered subsequent to the year end.

The Company’s customers are major telecommunications companies, which, in the opinion of the directors, do not present a significant credit risk. The top 5 customers account for around 50% (2007: 92%) of the value of trade receivables at year end.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

15. Other financial assets (continued)

Movement in the allowance for doubtful debts:

		2008				2007
		£’000				£’000
Balance at the beginning of the period			(15	)			(20	)
Charge in the year			(256	)			(15	)
Amounts previously provided written off as uncollectible			—				20
			(271	)			(15	)

Management considers that the carrying amount of trade and other receivables approximates their fair value.

Cash and cash equivalents

		2008				2007
		£’000				£’000
Cash and cash equivalents			1,070				1,683

The carrying amount of these assets approximates their fair value.

16. Borrowings

		2008				2007
		£’000				£’000
Finance lease obligations (see note 17)			(1,391	)			(1,214	)
Other loans			(280	)			(254	)
PIK Loan Notes			(15,244	)			(15,059	)
			(16,915	)			(16,527	)
Less: Amount due for settlement within 12 months (shown under current liabilities)			16,288				610
Amount due for settlement after 12 months			(627	)			(15,917	)

All borrowings are denominated in pounds sterling. Other loans relates to loans entered into to finance the purchase of a number of software licences. One loan of £491,858 entered into in 2007 is repayable over a three year period commencing during August 2007 and carries an interest rate of 9.7%. An additional loan of £252,997 was entered into in 2008 to finance the purchase of further software licences. This loan is repayable over a three year period commencing during November 2008 and carries an interest rate of 21.04%.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

16. Borrowings (continued)

The PIK Loan Notes, which had a principal value of £16,000,000 upon issuance, were issued to Tisbury Master Fund Limited, a related party (see note 28), on 6 July 2007 and fall due for repayment in July 2010. This transaction also included the issuance of 214,334 ordinary shares at £14.49 per share, and the issuance of 21,714 warrants to purchase ordinary shares at £1 per warrant. Of the total consideration received on issue of the above instruments of £19,105,700, £14,401,000 was allocated to the PIK Loan Notes. In March 2008 the Company repaid £2,250,000 under the PIK Loan Notes.

In addition to subscribing to the PIK Loan Notes, in 2008, under the terms of the A Subscription and Shareholders Agreement (the ‘A Investors Agreement’), 69,827 Ordinary Shares registered in the name of Tisbury Master Fund Limited were re-designated as 54,443 A Ordinary Shares and 15,384 Deferred Shares, which were subsequently purchased by the ‘A Investors’.

The PIK Loan Notes are secured by a fixed and floating charge over the assets of SpinVox Limited. The notes carry a fixed rate of interest of 12% settled quarterly by the issue of new notes.

The PIK Loan Notes contain financial covenants which were breached at 31 December 2008 and therefore are shown as a current liability. As a result of continued operating losses in 2009 the PIK Loan Notes, together with other borrowings raised in the course of 2009 remain on demand at the date of approval of these financial statements.

17. Obligations under finance leases

		Minimum lease								Present value of lease
		payments								payments
		2008				2007				2008				2007
		£’000				£’000				£’000				£’000
Amounts payable under finance leases:
Within one year			959				683				841				557
Within one to two years inclusive			474				590				438				533
Within two to five years inclusive			115				130				112				124
			1,548				1,403				1,391				1,214
Less: future finance charges			(157	)			(189	)
Present value of lease obligations			1,391				1,214
Less: Amount due for settlement within 12 months (shown under current liabilities)			(841	)			(557	)
Amount due for settlement after 12 months			550				657

The average lease term is 3 years. For the year ended 31 December 2008 the average effective borrowing rate was 11.3% (2007: 13%). Interest rates are fixed at the contract date. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

All lease obligations are denominated in sterling. The fair value of the Company’s lease obligations approximates their carrying amount. The Company’s obligations under finance leases are secured by the lessors’ rights over the leased assets.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

18. Other financial liabilities

Trade and other payables

		2008				2007
		£’000				£’000
Trade creditors			4,667				2,588
Other taxation and social security			6,769				1,448
Corporation tax			250				—
Other creditors			—				132
Accruals			6,565				2,593
Deferred revenue			1,080				1,398
			19,331				8,159

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and other operating costs. The average credit period taken on purchase of goods and services is 39 days (2007: 42 days). Management considers that the carrying amount of trade payables approximates their fair value.

19. Share capital

		2008				2007
		£’000				£’000
Authorised
7,784,712 (2007:10,000,000) Ordinary shares of £1 nominal value			7,785				10,000
2,199,904 (2007 : nil) A Ordinary shares of £1 nominal value			2,200				—
15,384 Deferred shares			15				—
			10,000				10,000

		2008				2007
		£’000				£’000
Called up, allotted and fully paid
3,302,000 (2007 3,359,000) Ordinary shares of £1 nominal value			3,302				3,359
1,356,000 (2007 nil) A Ordinary shares of £1 nominal value			1,356				—
15,384 Deferred shares			15				—
			4,673				3,359

		During the year two new classes of shares — A Ordinary shares and Deferred shares were created. The A Ordinary shares have a liquidity preference so that in event of a trade sale or flotation they will be entitled to receive distributions to the value of their original investment, before any funds are distributed to Ordinary shareholders. The Deferred shareholders are entitled only to the repayment of the amounts paid up after payment of £1,000,000 in respect of each Ordinary share and are not otherwise entitled to receive or participate in any way in any profit or assets.
		Pursuant to the Articles of the Company deferred shares have no voting rights attached to their allocation. A Ordinary shares have equal voting rights to those attached to Ordinary Shares; however, A Shareholder Consent is required for certain Reserved Matters detailed in the company’s articles. Such matters broadly include decisions with substantial ramifications on the future structure of the Company, particularly

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

19.		Share capital (continued)
		transactions with regards to the Share Capital or current shareholders, litigation in excess of £3,000,000 and the appointment of senior executive officers. The Company may declare dividends by Ordinary Resolution if justified by the profits of the Company. Deferred shares are not entitled to participate in the profits of the Company.
		During the year a total of 158,203 £1 Ordinary shares (2007: 507,000) were issued for a total consideration of £6,035,106. 215,288 £1 Ordinary shares were converted into 199,904 £1 A Ordinary shares and 15,384 £1 Ordinary shares into Deferred shares. In total 1,355,404 £1 A Ordinary shares were issued and across all classes of shares a total gross cash consideration of £51,144,000 (2007: £11,006,000) was received in order to fund the ongoing operations and development of the business and the deployment of carrier contracts. The direct costs of issuing these shares was £2,631,000 (2007: £101,000) which has been set against the share premium arising on the issue of the relevant shares.
20.		Equity reserves
		In 2007 a separate equity reserve was presented, representing the credit to equity for the share based payment expense recognised in the statement of operations. Management has concluded that the credit to equity would be better presented within accumulated deficit, where the statement of operations charge is also reflected.
		Accordingly, reserves have been restated to show the equity reserve as at 1 January 2007, 1 January 2008 and 31 December 2008 of £1,918,000 £10,589,000 and £7,994,000 respectively set against accumulated deficit. In addition, as described in note 2, the Company has changed its revenue recognition accounting policy, resulting in an increase in 2007 loss of £1,019,000.
		The warrant reserve represents the fair value to the Company of warrants issued to investors in the Company. The additions to the share premium account are stated net of share issue costs in 2008 of £2,631,000 (2007: £101,000).

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

21.

Notes to the consolidated cash flow statements

						2007
		2008				Restated
		£’000				£’000
Loss before tax			(65,155	)			(37,852	)
Adjustments for:
Investment income			(751	)			(97	)
Finance costs			2,645				790
Depreciation of property, plant and equipment			2,602				931
Amortisation of intangible assets			3,208				1,115
Share-based payment expense			2,595				6,624
Operating cash flows before movements in working capital			(54,856	)			(28,489	)
Increase in receivables			(1,259	)			(981	)
Increase in payables			10,987				5,174
Cash absorbed by operating activities			(45,128	)			(24,296	)

22.		Operating lease arrangements
		The Company as lessee

		2008				2007
		£’000				£’000
Minimum lease payments under operating leases recognised as an expense in the year			448				468

At the balance sheet date, the Company had outstanding total commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

		2008				2007
		£’000				£’000
Within one year			531				346
In the second to fifth years inclusive			1,867				376
			2,398				722

Operating lease payments represent rentals payable by the Company for certain of its office properties and company cars. Property leases are negotiated for an average term of 3 years. Car leases have an average term of 2 years.

SpinVox Limited

Notes to the consolidated financial statements
Years ended 31 December 2008 and 31 December 2007

23. Share based payments

The company operates a number of equity settled share option schemes for members of senior management. These are set out below:

EMI scheme

The main scheme is an EMI scheme. The share options are exercisable three years from the date of grant or upon a change of control of the Company. The options lapse seven years after the date of grant. Details of the share options outstanding during the year are as follows:

		2008								2007
						Weighted								Weighted
		Number of				average				Number of				average
		share				exercise				share				exercise
		options				price				options				price
		’000				£				’000				£
Outstanding at beginning of period			333				3.58				339				2.49
Granted during the period			5				2.00				68				6.00
Forfeited during the period			(87	)			7.87				(2	)			1.95
Exercised during the period			(13	)			1.12				(72	)			1.00
Outstanding at the end of the period			238				2.14				333				3.58
Exercisable at the end of the period			—				—				—				—