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EX-99.2 - EX-99.2 - VIAVI SOLUTIONS INC.a13-12598_1ex99d2.htm
EX-23.1 - EX-23.1 - VIAVI SOLUTIONS INC.a13-12598_1ex23d1.htm

Exhibit 99.1

 

ARIESO LIMITED

 

Consolidated Financial Statements

for the year ended

 

31 December 2012

 



 

Directors, officers and advisers

 

 

 

Directors

Registered Office

T Taylor

Astor House

A Pollack

Newbury Business Park

R Jackson

London Road

 

NEWBURY

 

RG14 2PZ

 

 

Independent Auditors

 

Grant Thornton UK LLP

 

Chartered Accountants & Statutory Auditor

 

3140 Rowan Place

 

John Smith Drive

 

Oxford Business Park South

 

OXFORD

 

OX4 2WB

 

 

 

Solicitors

 

Manches LLP

 

9400 Garsington Road

 

OXFORD

 

OX4 2HN

 

 

 

Incorporation number

 

4515167

 

 

1



 

CONTENTS

 

PAGES

 

 

 

Independent Auditor’s Report to the members of Arieso Limited

 

3

 

 

 

Consolidated Income Statement

 

4

 

 

 

Consolidated Statement of Comprehensive Income

 

5

 

 

 

Consolidated Balance Sheet

 

6

 

 

 

Consolidated Statement of Changes in Equity

 

7

 

 

 

Consolidated Statement of Cash Flows

 

8

 

 

 

Principal Accounting Policies

 

9

 

 

 

Notes to the Consolidated Financial Statements

 

18

 

2



 

Independent Auditor’s Report to the Members of Arieso Limited

 

Board of Directors Arieso Limited

 

We have audited the accompanying consolidated financial statements of Arieso Limited and its subsidiaries, which comprise the consolidated balance sheets as of 31 December 2012, 31 December 2011 and 1 January 2011, and the related consolidated income statements, the consolidated statements of comprehensive income, the consolidated statements of changes in equity and consolidated statements of cash flows for each of the two years in the period ended 31 December 2012 and the related notes to the financial statements.

 

Management’s responsibility for the financial statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s responsibility

 

Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arieso Limited and its subsidiaries as of December 31, 2012, 2011 and January 1, 2011, and the results of their operations and their cash flows for the years ended December 31, 2012 and 2011 in accordance with International Financial Reporting Standards as adopted by the European Union and as issued by the International Accounting Standards Board.

 

/s/ GRANT THORNTON UK LLP

 

Statutory auditor, Chartered accountants

Oxford

3 May 2013

 

3



 

Consolidated Income Statement for the years ended 31 December 2012 and 2011

 

 

 

Notes

 

2012

 

2011

 

 

 

 

 

£

 

£

 

 

 

 

 

 

 

 

 

Revenue

 

1,2

 

12,759,293

 

9,016,689

 

Cost of sales

 

 

 

(2,596,472

)

(1,534,877

)

 

 

 

 

 

 

 

 

Gross profit

 

 

 

10,162,821

 

7,481,812

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

(9,078,629

)

(6,437,744

)

 

 

 

 

 

 

 

 

Operating profit

 

3

 

1,084,192

 

1,044,068

 

 

 

 

 

 

 

 

 

Finance income

 

5

 

12,375

 

8,523

 

 

 

 

 

 

 

 

 

Profit before taxation

 

 

 

1,096,567

 

1,052,591

 

 

 

 

 

 

 

 

 

Taxation

 

6

 

(64,564

)

389,231

 

 

 

 

 

 

 

 

 

Profit for the financial year attributable to the Company’s equity shareholders

 

 

 

1,032,003

 

1,441,822

 

 

4



 

Consolidated Statement of Comprehensive Income for the years ended 31 December 2012 and 2011

 

 

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

Profit for the financial year

 

1,032,003

 

1,441,822

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gains / (losses) on consolidation

 

54,859

 

(20,018

)

 

 

 

 

 

 

Other comprehensive income for the financial year, net of tax

 

54,859

 

(20,018

)

 

 

 

 

 

 

Total comprehensive income for the financial year attributable to the Company’s equity shareholders

 

1,086,862

 

1,421,804

 

 

5



 

Consolidated Balance Sheet as at 31 December 2012, 31 December 2011 and 1 January 2011

 

 

 

Notes

 

2012

 

2011

 

1 January
2011

 

 

 

 

 

£

 

£

 

£

 

Assets

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

8

 

495,316

 

619,946

 

646,581

 

Deferred taxation

 

6

 

388,000

 

388,000

 

 

 

 

 

 

883,316

 

1,007,946

 

646,581

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

9

 

8,793,084

 

2,071,491

 

1,762,091

 

Cash and cash equivalents

 

10

 

3,797,452

 

5,183,990

 

3,814,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,590,536

 

7,255,481

 

5,576,325

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

 

13,473,852

 

8,263,427

 

6,222,906

 

 

 

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves attributable to the Company’s equity shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

11

 

5,707

 

5,666

 

5,493

 

Share premium

 

 

 

9,436,241

 

9,436,091

 

9,433,485

 

Retained earnings

 

 

 

(3,414,615

)

(4,446,618

)

(5,888,440

)

Translation reserve

 

 

 

34,841

 

(20,018

)

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

6,062,174

 

4,975,121

 

3,550,538

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

 

12

 

7,411,678

 

3,288,306

 

2,672,368

 

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

 

13,473,852

 

8,263,427

 

6,222,906

 

 

6



 

Consolidated Statement of Changes in Equity for the years ended 31 December 2012 and 2011

 

 

 

Share
capital

 

Share
premium
account

 

Retained
earnings

 

Foreign
exchange
translation
reserve

 

Total

 

 

 

£

 

£

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2011

 

5,493

 

9,433,485

 

(5,888,440

)

 

3,550,538

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended 31 December 2011

 

 

 

 

 

 

 

 

 

 

 

Issue of share capital

 

173

 

2,606

 

 

 

2,779

 

Transactions with owners

 

173

 

2,606

 

 

 

2,779

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

1,441,822

 

 

1,441,822

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange loss on consolidation

 

 

 

 

(20,018

)

(20,018

)

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

1,441,822

 

(20,018

)

1,421,804

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December 2011

 

5,666

 

9,436,091

 

(4,446,618

)

(20,018

)

4,975,121

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2012

 

5,666

 

9,436,091

 

(4,446,618

)

(20,018

)

4,975,121

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended 31 December 2012

 

 

 

 

 

 

 

 

 

 

 

Issue of share capital

 

41

 

150

 

 

 

191

 

Transactions with owners

 

41

 

150

 

 

 

191

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

1,032,003

 

 

1,032,003

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain on consolidation

 

 

 

 

54,859

 

54,859

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

1,032,003

 

54,859

 

1,086,862

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December 2012

 

5,707

 

9,436,241

 

(3,414,615

)

34,841

 

6,062,174

 

 

7



 

Consolidated Statement of Cash Flows for the years ended 31 December 2012 and 2011

 

 

 

Notes

 

2012

 

2011

 

 

 

 

 

£

 

£

 

 

 

 

 

 

 

 

 

Cash (outflow) / inflow from operating activities

 

22

 

(1,069,927

)

1,893,761

 

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

 

(384,036

)

(515,289

)

Interest received

 

5

 

12,375

 

8,523

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(371,661

)

(506,766

)

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

Proceeds on issue of new shares

 

 

 

191

 

2,779

 

 

 

 

 

 

 

 

 

Net cash generated from financing activities

 

 

 

191

 

2,779

 

 

 

 

 

 

 

 

 

Net (decrease) / increase in cash and cash equivalents

 

 

 

(1,441,397

)

1,389,774

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of financial year

 

 

 

5,183,990

 

3,814,234

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and cash equivalents

 

 

 

54,859

 

(20,018

)

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of financial year

 

10

 

3,797,452

 

5,183,990

 

 

8



 

Principal Accounting Policies

 

General information

 

Arieso Limited is a private company incorporated and domiciled in the United Kingdom. The address of its registered office is Astor House, Newbury Business Park, London Road, Newbury, RG14 2PZ. The principal activities of the group are the development and marketing of geo-location software and services to mobile operators and partners.

 

These non-statutory consolidated financial statements have been prepared for the purposes of the SEC filing requirements of JDS Uniphase Corporation, and were approved for issuance on 3 May 2013.

 

The financial information set out in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  The Group’s statutory financial statements for the years ended 31 December 2012 and 31 December 2011 have been delivered to the Registrar of Companies.  The auditor’s report on those financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.

 

Basis of Preparation

 

The non-statutory Consolidated Financial Statements of Arieso Limited and its subsidiaries (“the Group”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted by the EU and as issued by the International Accounting Standards Board (IASB) and IFRIC interpretations.

 

The Group adopted IFRS for the purposes of preparing these non-statutory financial statements. The Group’s transition date to IFRS is 1 January 2011. The rules for first-time adoption of IFRS are set out in IFRS 1, First-time Adoption of International Financial Reporting Standards (“IFRS 1”).

 

IFRS 1 allows certain exemptions and mandates certain accounting treatments in the application of particular standards to prior periods in order to assist companies with the transition process.

 

The Group has applied a number of the exemptions available under IFRS 1 for the purposes of preparing these financial statements, and these are explained below.

 

The policies have changed from the published statutory financial statements which were prepared under applicable United Kingdom Generally Accepted Accounting Principles (“UK GAAP”). The financial statements have been restated in accordance with IFRS. The changes to accounting policies are explained in note 24 together with the reconciliation of opening balances in note 25.

 

IFRS is subject to amendment and interpretation by the IASB and the IFRS Interpretations Committee, and there is an on-going process of review and endorsement by the European Commission. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 December 2012.

 

The financial statements have been prepared under the historical cost convention. The principal accounting policies set out below have been consistently applied to all periods presented.

 

IFRS transition

 

IFRS 1 permits companies adopting IFRS for the first time to take certain optional exemptions from the full retrospective application of IFRS. The Group has taken the following exemptions available under IFRS 1:

 

·                  To apply IAS 21 prospectively, resetting all cumulative translation gains and losses to zero at the Group’s date of transition to IFRS.

·                  From applying IFRS 2 to options granted after 7 November 2002 and vested before the transition date

 

9



 

·                  Relating to reassessing arrangements which are not in legal form a lease but may have the substance of a lease by applying the transitional arrangements in IFRIC 4

 

The disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS are given in notes 24 and 25.

 

Basis of Consolidation

 

The Consolidated Financial Statements incorporate the results of Arieso Limited (“the Company”) and entities controlled by the Company (its subsidiaries).  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

Income and expenses of subsidiaries acquired or disposed of during the year are included in the Consolidated Income Statement from the effective date of acquisition and up to the effective date of disposal, as appropriate.  When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

 

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

 

Acquisition-related costs are expensed as incurred.

 

All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Going Concern

 

The Directors have reviewed the cash flow forecasts of the Group and are confident that the Group will have available to it adequate resources to enable it to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

Revenue Recognition

 

Revenue is derived from the licensing of its proprietary software and sale of related services.  It comprises the fair value of the consideration received or receivable for the sale of the software and services in the ordinary course of the Group’s activities. Revenue is shown net of value added tax and after eliminating sales within the Group.

 

The Group recognises revenue when there are no on-going obligations, the significant risk and reward of ownership have transferred to the customer i.e. the software has been accepted and is functional, no other terms in the contract that gives the customer right to rescind and it is probable that the economic benefits associated with the transaction will flow to the Group.

 

Revenue from perpetually licensed software is recognised upon acceptance of the software by the customer.  Service revenue with a fixed term is recognised over the period to which it relates and monthly rental income is recognised over the rental period.

 

Where a warranty or support period is included in a contract to deliver perpetually licenced software, a proportion of the licence fee is deferred over the relevant period.

 

10



 

Operating expenses

 

Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin.

 

Finance Income

 

Interest is recognised on an accruals basis using the effective interest method which calculates the amortised cost of a financial asset and allocates the interest income over the relevant period.  The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

 

Cash and Cash Equivalents

 

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

 

Financial instruments

 

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

 

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

 

Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value. Financial assets and financial liabilities are measured subsequently as described below.

 

Financial assets

 

The Group classifies its financial assets as ‘loans and receivables’.

 

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are classified as ‘trade and other receivables’ in the balance sheet.

 

Trade receivables

 

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method; less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulty, high probability of bankruptcy or a financial reorganisation and default are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at original effective interest rate. The loss is recognised in the Income Statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the Income Statement.

 

11



 

Financial liabilities

 

The Group’s financial liabilities are only trade and other payables.  It has no borrowings.

 

Trade payables

 

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

 

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 payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the periods in which they are incurred.

 

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

 

Foreign Currency

 

The presentation currency for the group’s Consolidated Financial Statements is Sterling. Foreign currency transactions by group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to the Income Statement.

 

The Parent Company’s functional currency is Sterling. On consolidation the assets and liabilities of the subsidiaries with a functional currency other than Sterling are translated into the group’s presentational currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the period. The exchange difference arising on the translation from functional currency to presentational currency of subsidiaries is classified as other comprehensive income and is accumulated within equity as a translation reserve.

 

For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future. The balance of the foreign currency translation reserve relating to a subsidiary that is disposed of, or partially disposed of, is recognised in the Income Statement at the time of disposal.

 

Foreign exchange gains and losses are presented in the Income Statement within ‘administrative expenses’.

 

The exchange rates applied at the balance sheet date was 1.61533 US$ per £1 sterling (2011: 1.54531; 2010: 1.54679) and 1.221196 € per £1 sterling (2011: 1.19333; 2010: 1.16716)

 

Intangible Assets other than Goodwill

 

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

 

An internally-generated intangible asset arising from development expenditure is recognised if, and only if, all of the following have been demonstrated:

 

12



 

·                  the technical feasibility of completing the intangible asset so that it will be available for use of sale;

·                  the intention to complete the intangible asset and use or sell it;

·                  the ability to use or sell the intangible asset;

·                  how the intangible asset will generate probable future economic benefits;

·                  the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

·                  the ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is expensed in the period in which it is incurred.

 

Property, Plant and Equipment

 

Property, plant and equipment is stated at historical cost less depreciation less any recognised impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of these items. Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the Income Statement in the period in which they are incurred.

 

Depreciation is provided on all property, plant and equipment and is calculated on a straight-line basis as follows:

 

Managed computer services

 

33% straight line

 

Office equipment

 

20% straight line

 

Computer equipment

 

33% - 50% straight line

 

Computer software

 

33% straight line

 

 

Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.

 

Each asset’s estimated useful life has been assessed with regard to its own physical life limitations and to possible future variations in those assessments.  Estimates of remaining useful lives are made on a regular basis for all machinery and equipment, with annual reassessments for major items.  Changes in estimates are accounted for prospectively.

 

The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the Income Statement.

 

Impairment of Non-financial Assets Other Than Goodwill

 

At each balance sheet date the Directors review the carrying amounts of the Group’s tangible and intangible assets, other than goodwill, 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, if any. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

13



 

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior periods. A reversal of an impairment loss is recognised in the Income Statement immediately.

 

Current Taxation

 

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.

 

Deferred Taxation

 

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

 

Deferred tax liabilities are provided in full.

 

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

 

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

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

Provisions, contingent liabilities and contingent assets

 

Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events, for example, onerous contracts.

 

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

 

14



 

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

 

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised, unless it was assumed in the course of a business combination.

 

Employment Benefits

 

Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised in accruals.

 

The Group’s contributions to defined contribution pension plans are charged to the Income Statement in the period to which the contributions relate.

 

Equity and reserves

 

Equity and reserves comprises the following:

 

·                  “Share capital” represents amounts subscribed for shares at nominal value.

·                  “Share premium” represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

·                  “Retained earnings” represents the accumulated profits and losses attributable to equity shareholders.

·                  “Translation reserve” represents the exchange differences arising from the translation of the financial statements of subsidiaries into the Group’s presentational currency.

 

Share-based employee remuneration

 

The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any options for a cash settlement.

 

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.

 

All share-based remuneration is ultimately recognised as an expense in profit or loss. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

 

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.

 

Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.  No charge has been recognised as the fair value of the options is not considered to be material. Only material charges are recognised.

 

15



 

Segment Reporting

 

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses related to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The chief decision maker has been identified as the executive board, at which level strategic decisions are made.

 

Operating segments are aggregated into reporting segments where they share similar economic characteristics as a result of the nature of the products sold or the services provided, the type of customer for the products and services and the methods used to distribute the products or provide the services.

 

Details of the group’s reporting segments are provided in note 1.

 

International Financial Reporting Standards in Issue But Not Yet Effective

 

At the date of authorisation of these Consolidated Financial Statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Group. Whilst these standards and interpretations are not effective for, and have not been applied in the preparation of, these Consolidated Financial Statements, the following may have an impact going forward:

 

New/Revised International Financial Reporting Standards

 

Effective Date: Annual
periods beginning on or
after:

 

EU
adopted

 

Impact on
Arieso Limited

IAS 1

 

Presentation of Financial Statements — Amendments to revise the way other comprehensive income is presented

 

1 July 2012

 

Yes

 

Disclosure only

IFRS 9

 

Financial Instruments: Classification and Measurement

 

1 January 2015

 

No

 

Classification and measurement of financial instruments

IFRS 12

 

Disclosure of Interests in Other Entities

 

1 January 2014

 

Yes

 

Disclosure only

IFRS 13

 

Fair Value Measurement

 

1 January 2013

 

Yes

 

Measurement of financial instruments

 

 

Annual Improvements to IFRSs (2009-2011 Cycle)

 

1 January 2013

 

Yes

 

This Amendment clarifies the requirements of IFRSs and eliminates inconsistencies within and between Standards

 

16



 

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

 

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The following are the significant judgements used in applying the accounting policies of the group that have the most significant effect on the financial statements:

 

Revenue

 

The Group provides warranty periods and after-sales support. The amount of the selling price associated with the warranty and after-sales support is deferred and recognised as revenue over the period during which the service is performed. Management applies an allocation of the price for warranty and after-sales support based on market practice and assessment of the related cost. Management believes that warranty and after-sales support gives rise to income recognition based on services actually performed.

 

Deferred tax assets

 

The assessment of the probability of future taxable income against which deferred tax assets can be utilised is based on the Group’s latest approved forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the numerous jurisdictions in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties are assessed individually by management based on the specific facts and circumstances.

 

Research and Development expenditure

 

Research and Development expenditure is fully written off to the Statement of Comprehensive Income as costs are incurred. The Board have taken into account the inherent risks in all Research and Development expenditure and specifically the expenditure being incurred by the business in the year and have concluded that the requirements of IAS 38 to capitalise Development expenditure have not been met.

 

Estimation uncertainty

 

Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

 

Useful lives of depreciable assets

 

Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets.  Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain software and IT equipment.

 

17



 

Notes to the non-statutory Consolidated Financial Statements

 

1.                  Segmental Reporting

 

Operating segments

 

For the purposes of segmental reporting, the Group’s Chief Operating Decision Maker is considered to be the Board of Directors.

 

The Group has only one operating segment, being the development and marketing of geo-location software and services to mobile operators and partners.

 

Whilst management information reported to the Board of Directors is not prepared on an IFRS basis, the differences are considered immaterial.

 

Geographical information

 

The Parent Company is based in the UK, subsidiaries are located in the USA and in Spain. Material revenue streams come from Europe, North America and South America.

 

Analysis of revenue by destination:

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

UK and Europe

 

4,821,472

 

1,467,206

 

North America

 

3,819,602

 

7,549,483

 

South America

 

4,118,219

 

 

 

 

 

 

 

 

 

 

12,759,293

 

9,016,689

 

 

Analysis of revenue by origin:

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

UK

 

7,821,472

 

1,467,206

 

USA

 

3,819,602

 

7,549,483

 

Spain

 

1,118,219

 

 

 

 

 

 

 

 

 

 

12,759,293

 

9,016,689

 

 

Analysis of property, plant and equipment:

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

UK

 

484,095

 

604,211

 

USA

 

11,221

 

15,735

 

 

 

 

 

 

 

 

 

495,316

 

619,946

 

 

18



 

Analysis of deferred taxation:

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

UK

 

293,100

 

293,100

 

USA

 

94,900

 

94,900

 

 

 

 

 

 

 

 

 

388,000

 

388,000

 

 

Information about major customers

 

Arieso has 1 customer which contributed 28% of group revenues during 2012 in the North America segment (2011: 79%), and 2 customers which contributed 20% and 13% respectively of group revenues in the South America segment during 2012 (2011: 0%).

 

2.                  Revenue

 

The Group’s revenue is all derived from continuing operations:

 

Analysis of revenue by fee type:

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

Perpetual Licence

 

7,562,250

 

2,489,170

 

Fixed Term Licence

 

2,543,967

 

4,711,134

 

Services

 

1,751,989

 

942,623

 

Support and Maintenance

 

901,087

 

873,762

 

 

 

 

 

 

 

 

 

12,759,293

 

9,016,689

 

 

3.                  Operating Profit

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Operating profit is stated after charging/(crediting):

 

 

 

 

 

 

 

 

 

 

 

Fees payable to the Company’s auditors for the audit of the annual financial statements

 

30,000

 

10,000

 

Fees payable to the Company’s auditors and its associates for other services to the Group:

 

 

 

 

 

- Other services relating to taxation

 

72,280

 

17,950

 

- Other services

 

10,000

 

 

Depreciation

 

508,666

 

541,924

 

Research and development expenses

 

2,083,000

 

1,523,000

 

Operating lease rentals payable:

 

 

 

 

 

- Land and buildings

 

66,766

 

107,902

 

Foreign exchange loss / (gain)

 

9,664

 

(16,013

)

 

19



 

4.                  Directors and Employees

 

The aggregate payroll costs of the employees, including both management and Executive Directors, were as follows:

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Staff costs

 

 

 

 

 

Wages and salaries

 

5,115,295

 

3,638,356

 

Social security costs

 

442,369

 

372,098

 

Pension costs

 

131,942

 

112,598

 

 

 

 

 

 

 

 

 

5,689,606

 

4,123,052

 

 

Average monthly number of persons employed by the Group during the year was as follows:

 

 

 

2012

 

2011

 

 

 

Number

 

Number

 

By activity:

 

 

 

 

 

Research and development

 

26

 

21

 

Services

 

17

 

14

 

Sales and marketing

 

8

 

7

 

Administrative

 

8

 

5

 

 

 

 

 

 

 

 

 

59

 

47

 

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Remuneration of Directors

 

 

 

 

 

Emoluments for qualifying services

 

650,592

 

307,680

 

 

The number of Directors accruing benefits under money purchase pension scheme arrangements was 3 (2011: 2).

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Highest paid Director

 

 

 

 

 

Remuneration

 

192,893

 

182,362

 

Pension costs

 

10,748

 

5,368

 

 

 

 

 

 

 

 

 

203,641

 

187,730

 

 

20



 

Key management personnel are identified as the executive Directors and other management personnel, and their remuneration is:

 

 

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

Remuneration

 

1,249,438

 

1,070,700

 

Pension costs

 

24,345

 

22,671

 

 

5.                  Finance Income

 

 

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

Interest income from cash and cash equivalents

 

12,375

 

8,523

 

 

6.                  Taxation

 

Analysis of charge / (credit) in year

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Current tax

 

 

 

 

 

United Kingdom

 

 

 

 

 

UK corporation tax charge/(credit) on profit for the year

 

64,564

 

(1,231

)

 

 

 

 

 

 

Deferred tax

 

 

 

 

 

Total deferred tax asset recognised on recoverable losses

 

 

(388,000

)

 

 

 

 

 

 

Income tax charge / (income)

 

64,564

 

(389,231

)

 

The tax for the year is lower than the standard effective rate of corporation tax in the UK for the year ended 31 December 2012 of 24.5% (2011: 26%).

 

21



 

The differences are explained as follows:

 

 

 

2012

 

2011

 

 

 

£

 

£

 

 

 

 

 

 

 

Profit before tax

 

1,096,567

 

1,052,591

 

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.5% (2011: 26%)

 

268,659

 

273,674

 

Tax effects of:

 

 

 

 

 

Adjustment in respective prior years

 

(6,369

)

(1,231

)

Expenses not deductible for tax purposes

 

35,549

 

4,973

 

Fixed asset temporary differences

 

2,127

 

2,021

 

Depreciation in excess of capital allowances

 

120,549

 

142,100

 

Utilisation of tax losses

 

(203,925

)

(363,750

)

Other permanent differences

 

(15,789

)

 

Adjustment in research and development

 

(216,576

)

(69,058

)

Other short term differences

 

15,888

 

10,040

 

Foreign tax credits

 

64,451

 

 

Brought forward tax losses recognised as a deferred tax asset:

 

 

 

 

 

-  UK

 

 

(293,100

)

-  Foreign tax

 

 

(94,900

)

 

 

 

 

 

 

Income tax charge / (credit)

 

64,564

 

(389,231

)

 

The parent company has further tax losses of approximately £1,529,000 (2011: £2,191,000) available to offset against future taxable profits, subject to Her Majesty’s Revenue and Customs approval.

 

A deferred tax asset has been recognised for the proportion of the tax losses which is expected to be realised in the foreseeable future.

 

Deferred tax asset:

 

 

 

2012

 

2011

 

1 January
2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Tax losses

 

388,000

 

388,000

 

 

 

22



 

Analysis of deferred tax balances not provided:

 

 

 

2012

 

2011

 

1 January
2011

 

 

 

£

 

£

 

£

 

Applicable tax rate for deferred tax:

 

23

%

20

%

20

%

 

 

 

 

 

 

 

 

Fixed asset timing differences

 

227,293

 

142,706

 

35,670

 

Short term timing differences

 

12,787

 

3,520

 

1,104

 

Losses and other deductions
(2012: £1,547,618; 2011: £2,221,029)

 

355,952

 

444,205

 

666,814

 

 

 

 

 

 

 

 

 

Full potential asset

 

596,032

 

590,431

 

703,588

 

Less: deferred tax asset recognised

 

(388,000

)

(388,000

)

 

 

 

 

 

 

 

 

 

Unprovided deferred tax

 

208,032

 

202,431

 

703,588

 

 

7.                  Subsidiaries

 

Details of the Group’s subsidiaries are as follows:

 

 

 

 

 

Place of incorporation

 

% ownership held by
the Group

 

Name of subsidiary

 

Principal Activity

 

and operation

 

2012

 

2011

 

Arieso Inc

 

Sales and Services to mobile operators

 

USA

 

100

%

100

%

Arieso Espana SL

 

Sales and Services to mobile operators

 

Spain

 

100

%

 

 

23



 

8.                  Property, Plant and Equipment

 

 

 

Computer
software

 

Computer
equipment

 

Office
equipment

 

Managed
computer
services

 

Total

 

 

 

£

 

£

 

£

 

£

 

£

 

Cost

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2011

 

29,908

 

888,507

 

22,570

 

52,621

 

993,606

 

Additions

 

5,460

 

460,369

 

49,650

 

 

515,479

 

Disposals

 

 

(17,174

)

 

 

(17,174

)

Foreign exchange differences

 

4

 

(1,036

)

4

 

15

 

(1,013

)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2011

 

35,372

 

1,330,666

 

72,224

 

52,636

 

1,490,898

 

Additions

 

26,361

 

290,798

 

 

66,877

 

384,036

 

Disposals

 

 

(18,249

)

 

 

(18,249

)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2012

 

61,733

 

1,603,215

 

72,224

 

119,513

 

1,856,685

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2011

 

29,048

 

255,885

 

16,312

 

45,780

 

347,025

 

Charge

 

1,193

 

525,323

 

9,573

 

5,835

 

541,924

 

Disposals

 

 

(17,174

)

 

 

(17,174

)

Foreign exchange differences

 

3

 

(844

)

3

 

15

 

(823

)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2011

 

30,244

 

763,190

 

25,888

 

51,630

 

870,952

 

Charge

 

6,284

 

485,220

 

1,704

 

15,458

 

508,666

 

Disposals

 

 

(18,249

)

 

 

(18,249

)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2012

 

36,528

 

1,230,161

 

27,592

 

67,088

 

1,361,369

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2012

 

25,205

 

373,054

 

44,632

 

52,425

 

495,316

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2011

 

5,128

 

567,476

 

46,336

 

1,006

 

619,946

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2011

 

860

 

632,622

 

6,258

 

6,841

 

646,581

 

 

Depreciation is included within administrative expenses.

 

24



 

9.                  Trade and Other Receivables

 

 

 

2012

 

2011

 

1 January
2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Trade receivables

 

7,021,438

 

1,833,554

 

1,459,633

 

Other receivables

 

1,771,646

 

237,937

 

302,458

 

 

 

 

 

 

 

 

 

 

 

8,793,084

 

2,071,491

 

1,762,091

 

 

The Directors consider the carrying value of trade and other receivables is approximate to its fair value.

 

All of the Group’s trade and other receivables have been reviewed for indicators of impairment. There are no impaired trade receivables, nor have there been any credit losses or allowance for credit losses in 2012, 2011 or 2010.

 

10.           Cash and Cash Equivalents

 

 

 

2012

 

2011

 

1 January
2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Cash at bank (GBP)

 

179,328

 

2,641,334

 

1,597,018

 

Cash at bank (USD)

 

2,880,626

 

2,542,656

 

2,217,216

 

Cash at bank (EUR)

 

737,498

 

 

 

 

 

 

 

 

 

 

 

 

 

3,797,452

 

5,183,990

 

3,814,234

 

 

At December 2012, 2011 and 2010 all significant cash and cash equivalents were deposited with major clearing banks in the UK, USA and Spain with at least an ‘A’ rating.

 

11.           A) Share Capital

 

Allotted, issued and fully paid

 

2012

 

 

 

Number

 

£

 

 

 

 

 

 

 

 

 

Ordinary shares of £0.0001 each

 

At 1 January and 31 December

 

6,626,700

 

662

 

Ordinary A shares of £0.0001 each

 

At 1 January and 31 December

 

12,249,900

 

1,225

 

Ordinary B shares of £0.0001 each

 

At 1 January and 31 December

 

36,078,952

 

3,608

 

Ordinary Z shares of £0.0001 each

 

At 1 January and 31 December

 

2,128,999

 

212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,707

 

 

25



 

2011

 

 

 

Number

 

£

 

 

 

 

 

 

 

 

 

Ordinary shares of £0.0001 each

 

At 1 January and 31 December

 

6,615,700

 

662

 

Ordinary A shares of £0.0001 each

 

At 1 January and 31 December

 

12,249,900

 

1,225

 

Ordinary B shares of £0.0001 each

 

At 1 January and 31 December

 

36,078,952

 

3,608

 

Ordinary Z shares of £0.0001 each

 

At 1 January and 31 December

 

1,712,645

 

171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,666

 

 

 

2010

 

 

 

Number

 

£

 

 

 

 

 

 

 

 

 

Ordinary shares of £0.0001 each

 

At 1 January and 31 December

 

6,605,700

 

661

 

Ordinary A shares of £0.0001 each

 

At 1 January and 31 December

 

12,249,900

 

1,225

 

Ordinary B shares of £0.0001 each

 

At 1 January and 31 December

 

36,078,952

 

3,607

 

Ordinary Z shares of £0.0001 each

 

At 1 January and 31 December

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,493

 

 

The Ordinary A and Ordinary B shares carry equal dividend rights, pari passu as if the shares were of the same class. Similarly the shares carry equal voting rights.

 

Any holder of Ordinary A shares or Ordinary B shares can convert their shares into Ordinary shares by giving notice in writing to the company. Any such conversion will then take place at the ratio of one to one.

 

On a sale of the company, the holders of the Ordinary B shares shall have the first entitlement to an amount equal to 150% of the subscription price of the relevant shares. The holder of Ordinary A shares shall have the second entitlement to an amount equal to the subscription price in respect of each such shares. The holders of the Ordinary Z shares shall have the third entitlement, dependent on achieving a sales price hurdle in accordance with the companies’ articles. Any remaining proceeds shall then be distributed equally amongst the holders of the Ordinary, Ordinary A and Ordinary B shareholders in amount equal to the proportion of the shares held.

 

In the event of a liquidation of the company or a capital reduction, any distribution shall be made first to the Ordinary Z shareholders in accordance with the company’s article regarding the sales price hurdle. Secondly, any distribution will be allocated amongst the holders of the Ordinary, Ordinary A and Ordinary B shares in proportion to the shares held, pari passu as if the shares were of the same class.

 

Allotments during the year

 

During the year ended 31 December 2012 the Company issued a total 1,000 ordinary shares (2011: 15,428) at a price of 15p per share (2011: 15p and 20p per share) resulting in a premium, net of issue costs, of £149.90 (2011: £2,606).

 

Date

 

Price per
share
(Sterling)

 

Number of
shares
issued

 

Total
consideration
received £

 

 

 

 

 

 

 

 

 

November 2012

 

15p

 

1,000

 

150

 

 

26



 

Date 

 

Price per
share
(Sterling)

 

Number of
shares
issued

 

Total
consideration
received £

 

 

 

 

 

 

 

 

 

March 2011

 

20p

 

5,428

 

1,106

 

July 2011

 

15p

 

10,000

 

1,500

 

 

11.           B) Share-Based Payments — Options

 

No share based payment charge has been reflected in the financial statements in the current or previous financial year as the potential charge was immaterial to the financial statements.

 

The fair value of equity settled share options granted is estimated as at the date of grant using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted using the following assumptions:

 

 

 

2012

 

2011

 

1 January
2011

 

Expected volatility

 

40.00

 

40.00

 

40.00

 

Risk-free interest rate (%)

 

2.50

 

2.50

 

2.50

 

Expected life (years)

 

5.00

 

5.00

 

5.00

 

 

The expected dividend rate used in both the current and previous year was nil.

 

The following Ordinary share options outstanding at the end of the period and have the following exercise prices:

 

 

 

Exercise
price

 

2012

 

2011

 

2010

 

 

 

£

 

No

 

No

 

No

 

Grant date

 

 

 

 

 

 

 

 

 

4 February 2005

 

0.20

 

30,052

 

30,052

 

30,052

 

3 May 2005

 

0.0001

 

80,500

 

80,500

 

80,500

 

30 November 2005

 

0.15

 

68,500

 

68,500

 

68,500

 

13 April 2007

 

0.15

 

48,500

 

49,500

 

49,500

 

20 August 2008

 

0.15

 

70,000

 

70,000

 

70,000

 

31October 2008

 

0.15

 

42,500

 

42,500

 

42,500

 

17 August 2009

 

0.20

 

714

 

714

 

714

 

21 June 2010

 

0.15

 

43,378

 

43,378

 

43,378

 

27 September 2010

 

0.15

 

15,000

 

15,000

 

15,000

 

10 January 2012

 

0.15

 

82,500

 

 

 

26 June 2012

 

0.15

 

65,000

 

 

 

06 July 2012

 

0.15

 

82,500

 

 

 

1 November 2012

 

0.15

 

750,000

 

 

 

14 November 2012

 

0.15

 

582,500

 

 

 

3 December 2012

 

0.15

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Ordinary share options

 

 

 

2,111,644

 

400,144

 

400,144

 

 

27


 


 

A total of 1,000 options were exercised during 2012 (2011: 15,428; 2010: 11,550,898).

 

The following Z Ordinary share options outstanding at the end of the period and have the following exercise prices:

 

 

 

Exercise

 

 

 

 

 

 

 

 

 

price

 

2012

 

2011

 

2010

 

 

 

£

 

No

 

No

 

No

 

Grant date

 

 

 

 

 

 

 

 

 

30 September 2011

 

0.0001

 

4,005,487

 

4,760,442

 

 

5 October 2011

 

0.0001

 

658,631

 

672,691

 

 

26 June 2012

 

0.0001

 

105,000

 

 

 

14 November 2012

 

0.0001

 

1,365,213

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Z Ordinary share options

 

 

 

6,134,331

 

5,433,133

 

 

 

A total of 265,597 options were exercised during 2012 (2011: nil; 2010: nil).

 

12.           Trade and Other Payables

 

 

 

2012

 

2011

 

1 January
2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Trade payables

 

788,690

 

378,542

 

387,792

 

Social security and other taxation

 

112,654

 

117,757

 

67,053

 

Accruals, deferred income and other payables

 

6,510,334

 

2,792,007

 

2,217,523

 

 

 

 

 

 

 

 

 

 

 

7,411,678

 

3,288,306

 

2,672,368

 

 

13.           Financial Instruments

 

Classification of financial instruments

 

The tables below set out the Group’s accounting classification of each class of its financial assets and liabilities.

 

Financial assets

 

 

 

Loans and

 

At 31 December 2012

 

receivables

 

 

 

£

 

 

 

 

 

Trade receivables

 

7,021,438

 

Cash and cash equivalents

 

3,797,452

 

 

 

 

 

 

 

10,818,890

 

 

28



 

At 31 December 2011

 

Loans and
receivables

 

 

 

£

 

 

 

 

 

Trade receivables

 

1,833,554

 

Cash and cash equivalents

 

5,183,990

 

 

 

 

 

 

 

7,017,544

 

 

At 1 January 2011

 

Loans and
receivables

 

 

 

£

 

 

 

 

 

Trade receivables

 

1,459,633

 

Cash and cash equivalents

 

3,814,234

 

 

 

 

 

 

 

5,273,867

 

 

All of the above financial assets’ carrying values are approximate to their fair values, as at 31 December 2012, 2011 and 1 January 2011.

 

Financial liabilities

 

 

 

Measured at

 

 

 

amortised

 

At 31 December 2012

 

cost

 

 

 

£

 

 

 

 

 

Trade payables

 

788,690

 

Accruals

 

1,124,116

 

 

 

 

 

 

 

1,912,806

 

 

At 31 December 2011

 

Measured at
amortised
cost

 

 

 

£

 

 

 

 

 

Trade payables

 

378,542

 

Accruals

 

740,209

 

 

 

 

 

 

 

1,118,751

 

 

29



 

At 1 January 2011

 

Measured at
amortised
cost

 

 

 

£

 

 

 

 

 

Trade payables

 

387,792

 

Accruals

 

995,492

 

 

 

 

 

 

 

1,383,284

 

 

All of the above financial liabilities’ carrying values approximate to their fair values due to their short-term nature, as at 31 December 2012, 2011 and 1 January 2011.

 

14.           Financial Instrument Risk Exposure and Management

 

The Group’s operations expose it to degrees of financial risk that include liquidity risk, credit risk, and foreign currency risk.

 

This note describes the Group’s objectives, policies and process for managing those risks and the methods used to measure them.  Further quantitative information in respect of these risks is presented in notes 9, 10, 12, 13 and 15.

 

Liquidity risk

 

Liquidity risk is dealt with in note 15 of these financial statements.

 

Credit risk

 

The Group has implemented policies that require appropriate credit checks on potential customers before sales over a certain credit limit are made.

 

The Group’s credit risk is primarily attributable to its cash balances and trade receivables. The Group’s customers are all tier 1 mobile operators, and there is no history of bad debts. The Group previously had a significant concentration of risk, but this has diminished in the past year with exposure spread over a number of third parties.

 

The credit risk on liquid funds is limited because the third parties are large international banks with a credit rating of at least A.

 

The Group’s total credit risk amounts to the total of the sum of the receivables and cash and cash equivalents. At the 2012 year end this amounts to £10,818,890 (2011: £7,017,544).

 

The Group’s management considers these financial assets not to be impaired or past due for each of the reporting dates under review and of good credit quality.

 

Foreign exchange risk

 

The Groups’ receipts are principally in USD, and its costs in USD, EUR and GBP.

 

30



 

In order to mitigate the Group’s foreign currency risk, non GBP cash flows are monitored and excess USD and EUR not required for foreign currency expenditure are translated into GBP on an on-going basis. The Group is a net importer of USD being cash flow positive in the USA by approximately $2.5m per annum. No further hedging activity is undertaken. The Group does not enter into forward exchange contracts.

 

The following table illustrates the sensitivity of profit and equity with regard to the Group’s financial assets and financial liabilities and the USD /GBP and USD/EUR exchange rates “all other things being equal”.

 

It assumes a + / - 10% change of the USD / GBP and USD/EUR exchange rates for the year ended 31 December 2012 (2011: 10%). This percentage has been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Group foreign currency financial instruments held at each reporting date.

 

 

 

Change in
USD/GBP
exchange

 

31
December

 

31
 December

 

1
January

 

 

 

rate

 

2012

 

2011

 

2011

 

 

 

 

 

£

 

£

 

£

 

USD

 

+10.0

%

(359,255

)

(82,563

)

(202,588

)

 

 

-10.0

%

439,090

 

100,910

 

247,607

 

 

 

 

Change in
USD/EUR
exchange
rate

 

31
December
2012

 

31
 December
2011

 

1
January
 2011

 

 

 

 

 

£

 

£

 

£

 

EUR

 

+10.0

%

(232,670

)

 

 

 

 

-10.0

%

284,375

 

 

 

 

Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk.

 

15.           Liquidity Risk

 

The Group manages its liquidity needs by monitoring forecast cash flows due in day to day business. Liquidity needs are monitored in various time bands. Short term cash flow is monitored daily using known daily inflows and outflows for cash flows within 30 days. Medium term cash flows within 12 months are monitored using monthly rolling forecasts. Longer term cash flows are monitored using higher level management strategy documents. Net cash requirements are regularly reviewed to determine headroom or any shortfalls.

 

The table below shows the undiscounted cash flows on the Group’s financial liabilities as at 31 December 2012 and 2011, on the basis of their earliest possible contractual maturity.

 

31



 

 

 

Total

 

Within 2
months

 

Within 2 -6
months

 

 

 

£

 

£

 

£

 

At 31 December 2012

 

 

 

 

 

 

 

Trade payables

 

788,690

 

788,690

 

 

Accruals

 

1,124,116

 

 

1,124,116

 

 

 

 

 

 

 

 

 

 

 

1,912,806

 

788,690

 

1,124,116

 

 

 

 

 

 

 

 

 

At 31 December 2011

 

 

 

 

 

 

 

Trade payables

 

378,542

 

378,542

 

 

Accruals

 

740,209

 

 

740,209

 

 

 

 

 

 

 

 

 

 

 

1,118,751

 

378,542

 

740,209

 

 

 

 

 

 

 

 

 

At 1 January 2011

 

 

 

 

 

 

 

Trade payables

 

387,792

 

387,792

 

 

Accruals

 

995,492

 

 

995,492

 

 

 

 

 

 

 

 

 

 

 

1,383,284

 

387,792

 

995,492

 

 

16.           Capital Management

 

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide long-term returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being capital and reserves attributable to the Company’s equity shareholders as presented on the face of the Balance Sheet.

 

The Board of Directors monitor the level of capital as compared to the Group’s commitments and adjusts the level of capital as is determined to be necessary by issuing new shares.  The Group is not subject to any externally imposed capital requirements.

 

The Group considers that it has achieved its capital management objectives by achieving critical mass and a positive cash flow prior to and during 2012 without any need for loan instruments.

 

17.           Operating lease arrangements

 

Operating leases relate to land & buildings.

The Group does not have an option to purchase any of the operating leased assets at the expiry of the lease periods.

 

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

 

32



 

Payments recognised as an expense

 

 

 

 

 

 

 

1 January

 

Land and buildings

 

2012

 

2011

 

2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Minimum lease payments

 

70,525

 

123,211

 

 

 

Non-cancellable operating lease commitments

 

 

 

 

 

 

 

1 January

 

Land and buildings

 

2012

 

2011

 

 2011

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Not later than 1 year

 

15,320

 

18,935

 

 

Less than 1 year and not later than 5 years

 

55,205

 

104,276

 

 

 

 

 

 

 

 

 

 

 

 

70,525

 

123,211

 

 

 

18.           Financial Commitments

 

There are no other financial commitments at 31 December 2012 or 2011.

 

19.           Related Party Transactions

 

 

 

2012

 

2011

 

2010

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

Fees paid to Tevaria UK Limited, a company under the control of T Vega, for the provision of Chair Person services.

At 31 December 2012, £nil (2011 - £nil) remained outstanding for payment and £13,750 (2011 - £nil; 2010 - £nil) is held within accruals.

 

72,298

 

45,000

 

40,000

 

Fees paid to Oxford Capital Partners LLP, a shareholder for Directors’ services.

At 31 December 2012, £5,000 (2011- £5,000; 2010 — £nil) is held within accruals.

 

18,500

 

9,000

 

 

Fees paid to Top Technology Ventures IV LP, a shareholder for Directors’ services.

At 31 December 2012, £18,750 (2011 - £7,500; 2010 — £nil) is held within accruals.

 

18,750

 

7,500

 

 

Fees paid to The Carbon Trust, a shareholder for Directors’ services.

At 31 December 2012, £8,750 (2011 - £8,750; 2010 - £nil) is held within accruals.

 

9,000

 

4,500

 

 

 

 

 

 

 

 

 

 

Total

 

118,548

 

66,000

 

40,000

 

 

33



 

Key management personnel are identified as the executive Directors and other management personnel, and their remuneration is disclosed in note 4.

 

Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation.

 

20.           Contingent Liabilities

 

The Directors are not aware of any contingent liabilities within the Group at 31 December 2012, 2011 and 2010.

 

21.           Ultimate Controlling Party

 

As at 31 December 2012, 2011 and 2010, Arieso Limited had no ultimate controlling party.

 

22.           Cash Flow from Operating Activities

 

 

 

2012

 

2011

 

 

 

£

 

£

 

Loss for the financial year before tax

 

1,096,567

 

1,052,591

 

Finance income

 

(12,375

)

(8,523

)

Depreciation

 

508,666

 

541,924

 

Tax received

 

 

1,231

 

 

 

 

 

 

 

 

 

1,592,858

 

1,587,223

 

Changes in working capital

 

 

 

 

 

Increase in trade and other receivables

 

(6,721,593

)

(309,400

)

Increase in trade and other payables

 

4,058,808

 

615,938

 

 

 

 

 

 

 

Net cash (outflow) / inflow from operating activities

 

(1,069,927

)

1,893,761

 

 

23.           Events After the Balance Sheet Date

 

On 7 March 2013 JDS Uniphase Corporation, a company incorporated in Delaware in the United States, acquired 100% of the issued share capital of Arieso Limited.  There were no other significant events after the balance sheet date.

 

34



 

24.           Transition to IFRS

 

Arieso Limited reported under UK GAAP in its previously published statutory Consolidated Financial Statements for the year ended 31 December 2012.

 

The adoption of IFRS for the purpose of preparing these non-statutory financial statements to satisfy the SEC has led to a number of changes in respect of the descriptions used and wording of accounting policies.

 

The main changes are in respect to the primary statements. The Profit and Loss Account has been replaced with an Income Statement, and the Statement of Recognised Gains and Losses has been replaced with a Statement of Comprehensive Income which presents the result for the year as the total comprehensive income for the year instead of the profit for the year.

 

The Balance Sheet has changed format: instead of presenting net assets and shareholders’ funds, the information is now presented as total assets and total equity and liabilities.

 

A Statement of Changes in Equity is presented as a primary statement and provides information on the movements in equity during the financial year. Previously this information was presented as part of the movement in reserves and reconciliations of movement in shareholders’ funds notes.

 

The Group’s Statement of Cash Flows is presented in accordance with IAS 7. The statements present substantially the same information as that required under UK GAAP, with no notable exceptions, other than that cash flows are categorised differently.

 

Two IFRS transition adjustments arise as a result of IFRS 1 exemptions and the change in accounting policies on conversion to IFRS:

 

1.              The foreign exchange translation reserve has been reset to zero at the group’s date of transition to IFRS

 

2.              Under previous UK reporting, the group did not account for holiday pay accruals. IAS 19 “Employee Benefits” explicitly requires appropriate provision to be made for the cost of holiday entitlement not taken at the balance sheet date.

 

35



 

25.           Reconciliation of Equity and Profit/(Loss) under UK GAAP to IFRS

 

a)             Reconciliation of equity at 1 January 2011

 

 

 

 

 

 

 

IFRS adjustments

 

 

 

 

 

Note

 

UK GAAP

 

1

 

2

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

£

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Property, plant & equipment

 

 

 

646,581

 

 

 

646,581

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

1,762,091

 

 

 

1,762,091

 

Cash and cash equivalents

 

 

 

3,814,234

 

 

 

3,814,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,576,325

 

 

 

5,576,325

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

6,222,906

 

 

 

6,222,906

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity & liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

5,493

 

 

 

5,493

 

Share premium

 

 

 

9,433,485

 

 

 

9,433,485

 

Retained Earnings

 

 

 

(5,777,538

)

(58,119

)

(52,783

)

(5,888,440

)

Translation reserve

 

1

 

(58,119

)

58,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

3,603,321

 

 

(52,783

)

3,550,538

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2

 

2,619,585

 

 

52,783

 

2,672,368

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity & liabilities

 

 

 

6,222,906

 

 

 

6,222,906

 

 


Notes:

(1)         Reset translation reserve to zero at transition date

(2)         Recognition of employee paid holiday accrual

 

36



 

b)             Reconciliation of equity at 31 December 2011

 

 

 

 

 

 

 

IFRS adjustments

 

 

 

 

 

Note

 

UK GAAP

 

1

 

2

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

£

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Property, plant & equipment

 

 

 

619,946

 

 

 

619,946

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

2,459,491

 

 

 

2,459,491

 

Cash and cash equivalents

 

 

 

5,183,990

 

 

 

5,183,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,643,481

 

 

 

7,643,481

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

8,263,427

 

 

 

8,263,427

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity & liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

5,666

 

 

 

5,666

 

Share premium

 

 

 

9,436,091

 

 

 

9,436,091

 

Retained Earnings

 

 

 

(4,309,325

)

(58,119

)

(79,174

)

(4,446,618

)

Translation reserve

 

1

 

(78,137

)

58,119

 

 

(20,018

)

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

5,054,295

 

 

(79,174

)

4,975,121

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2

 

3,209,132

 

 

79,174

 

3,288,306

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity & liabilities

 

 

 

8,263,427

 

 

 

8,263,427

 

 


Notes:

(1)         Reset translation reserve to zero at transition date

(2)         Recognition of employee paid holiday accrual

 

37



 

c)              Reconciliation of equity at 31 December 2012

 

 

 

 

 

 

 

IFRS adjustments

 

 

 

 

 

Note

 

UK GAAP

 

1

 

2

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

£

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Property, plant & equipment

 

 

 

495,316

 

 

 

495,316

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

9,181,084

 

 

 

9,181,084

 

Cash and cash equivalents

 

 

 

3,797,452

 

 

 

3,797,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,978,536

 

 

 

12,978,536

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

13,473,852

 

 

 

13,473,852

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity & liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

5,707

 

 

 

5,707

 

Share premium

 

 

 

9,436,241

 

 

 

9,436,241

 

Retained Earnings

 

 

 

(3,250,931

)

(58,119

)

(105,565

)

(3,414,615

)

Translation reserve

 

1

 

(23,278

)

58,119

 

 

34,841

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

6,167,739

 

 

(105,565

)

6,062,174

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

2

 

7,306,113

 

 

105,565

 

7,411,678

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity & liabilities

 

 

 

13,473,852

 

 

 

13,473,852

 

 


Notes:

(1)         Reset translation reserve to zero at transition date

(2)         Recognition of employee paid holiday accrual

 

38



 

d)             Reconciliation of profit for the year ended 31 December 2011

 

 

 

Note

 

UK GAAP

 

IFRS
adjustment

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

9,016,689

 

 

9,016,689

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

(1,534,877

)

 

(1,534,877

)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

7,481,812

 

 

7,481,812

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

1

 

(6,411,353

)

(26,391

)

(6,437,744

)

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

 

1,070,459

 

(26,391

)

1,044,068

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

8,523

 

 

8,523

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

 

 

1,078,982

 

(26,391

)

1,052,591

 

 

 

 

 

 

 

 

 

 

 

Taxation

 

 

 

389,231

 

 

389,231

 

 

 

 

 

 

 

 

 

 

 

Profit for the financial year

 

 

 

1,468,213

 

(26,391

)

1,441,822

 

 


Notes:

(1)         Recognition of employee paid holiday accrual

 

e)              Reconciliation of total comprehensive income for the year ended 31 December 2011

 

 

 

Notes

 

UK GAAP

 

Effect of
transition
to IFRS

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

Profit for the financial year

 

1

 

1,468,213

 

(26,391

)

1,441,822

 

Foreign exchange losses on consolidation

 

 

 

(20,018

)

 

(20,018

)

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the financial year

 

 

 

1,448,195

 

(26,391

)

1,421,804

 

 


Notes:

(1)         Recognition of employee paid holiday accrual

 

39



 

f)               Reconciliation of profit for the year ended 31 December 2012

 

 

 

Note

 

UK GAAP

 

IFRS
adjustments

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

12,759,293

 

 

12,759,293

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

(2,596,472

)

 

(2,596,472

)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

10,162,821

 

 

10,162,821

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

(9,052,238

)

(26,391

)

(9,078,629

)

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

 

1,110,583

 

(26,391

)

1,084,192

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

12,375

 

 

12,375

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

 

 

1,122,958

 

(26,391

)

1,096,567

 

 

 

 

 

 

 

 

 

 

 

Taxation

 

 

 

(64,564

)

 

(64,564

)

 

 

 

 

 

 

 

 

 

 

Profit for the financial year

 

 

 

1,058,394

 

(26,391

)

1,032,003

 

 


Notes:

(1)         Recognition of employee paid holiday accrual

 

g)             Reconciliation of total comprehensive income for the year ended 31 December 2012

 

 

 

Notes

 

UK GAAP

 

Effect of
transition
to IFRS

 

IFRS

 

 

 

 

 

£

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

Profit for the financial year

 

1

 

1,058,394

 

(26,391

)

1,032,003

 

Foreign exchange losses on consolidation

 

 

 

54,859

 

 

54,859

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the financial year

 

 

 

1,113,253

 

(26,391

)

1,086,862

 

 


Notes:

(1)         Recognition of employee paid holiday accrual

 

40