Attached files
file | filename |
---|---|
8-K/A - 8-K/A - EGAIN Corp | egan-8ka_20141010.htm |
EX-99.1 - EX-99.1 - EGAIN Corp | egan-ex991_20141010135.htm |
EX-99.3 - EX-99.3 - EGAIN Corp | egan-ex993_201410108.htm |
EX-23.1 - EX-23.1 - EGAIN Corp | egan-ex231_2014101010.htm |
Exhibit 99.2
EXONY LIMITED
INTERIM CONSOLIDATED PROFIT AND LOSS ACCOUNTS (Unaudited)
FOR THE NINE MONTH PERIODS ENDED 30 JUNE 2013 AND 30 JUNE 2014
|
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2014 |
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2013 |
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|||
|
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Note |
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£ |
|
|
£ |
|
|||
Group turnover |
|
|
2 |
|
|
|
6,680,784 |
|
|
|
6,852,094 |
|
Cost of sales |
|
|
|
|
|
|
(2,414,346 |
) |
|
|
(2,684,427 |
) |
Gross profit |
|
|
|
|
|
|
4,266,438 |
|
|
|
4,167,667 |
|
Administrative expenses |
|
|
|
|
|
|
(4,300,576 |
) |
|
|
(3,475,860 |
) |
Operating (loss)/profit |
|
|
3 |
|
|
|
(34,138 |
) |
|
|
691,807 |
|
Interest receivable |
|
|
|
|
|
|
5,249 |
|
|
|
1,137 |
|
Interest payable and similar charges |
|
|
6 |
|
|
|
(4,490 |
) |
|
|
(30 |
) |
(Loss)/Profit on ordinary activities before taxation |
|
|
|
|
|
|
(33,379 |
) |
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|
692,914 |
|
Tax on (loss)/profit on ordinary activities |
|
|
7 |
|
|
|
49,761 |
|
|
|
(70,284 |
) |
Profit for the financial period |
|
|
8 |
|
|
|
16,382 |
|
|
|
622,630 |
|
All of the activities of the group are classed as continuing.
The notes on pages 5 to 15 form part of these financial statements.
- 1 -
EXONY LIMITED
INTERIM CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
(Unaudited)
FOR THE NINE MONTH PERIODS ENDED 30 JUNE 2013 AND 30 JUNE 2014
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2014 |
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2013 |
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|||||||||
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Note |
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£ |
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|
£ |
|
|||||||||
Profit for the financial period |
|
|
|
|
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16,382 |
|
|
|
622,630 |
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||||||
Exchange differences arising on consolidation of foreign subsidiary |
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|
|
|
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|
(8,987 |
) |
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|
13,877 |
|
||||||
Total gains and losses recognised since the last annual report |
|
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|
|
|
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7,395 |
|
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|
636,507 |
|
The notes on pages 5 to 15 form part of these financial statements.
- 2 -
EXONY LIMITED
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
AT 30 JUNE 2013 AND 2014
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2014 |
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2013 |
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|||||||||||
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Note |
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£ |
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£ |
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£ |
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£ |
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|||||
Fixed assets |
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|
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Tangible assets |
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9 |
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|
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240,335 |
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|
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56,168 |
|
Current assets |
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Debtors |
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10 |
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2,420,241 |
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2,246,780 |
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Cash at bank |
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4,470,345 |
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3,685,442 |
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|
|
|
|
|
|
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|
6,890,586 |
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|
|
|
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|
5,932,222 |
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|
|
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|
Creditors: Amounts falling due within one year |
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|
12a |
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|
(3,142,903 |
) |
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|
|
|
|
|
(3,014,694 |
) |
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|
|
Net current assets |
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|
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3,747,683 |
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|
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|
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2,917,528 |
|
Total assets less current liabilities |
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3,988,018 |
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2,973,696 |
|
Creditors: Amounts falling due after more than one year |
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|
12b |
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|
|
|
|
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|
(889,334 |
) |
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|
|
|
|
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(304,913 |
) |
Provisions for liabilities |
|
|
13 |
|
|
|
|
|
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(192,541 |
) |
|
|
|
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|
- |
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|
|
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2,906,143 |
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|
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2,668,783 |
|
Capital and reserves |
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Called-up share capital |
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18 |
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5,049 |
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|
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|
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5,049 |
|
Profit and loss account |
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|
19 |
|
|
|
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|
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2,901,094 |
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|
|
|
|
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2,663,734 |
|
Shareholders’ funds |
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|
20 |
|
|
|
|
|
|
|
2,906,143 |
|
|
|
|
|
|
|
2,668,783 |
|
The notes on pages 5 to 15 form part of these financial statements.
- 3 -
EXONY LIMITED
CONSOLIDATED CASH FLOW STATEMENTS
(unaudited)
FOR THE NINE MONTH PERIODS ENDED 30 JUNE 2013 AND 2014
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2014 |
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|
2013 |
|
|||||||||||
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|
Note |
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|
£ |
|
|
£ |
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£ |
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£ |
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|||||
Net cash inflow from operating activities |
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|
21 |
|
|
|
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|
875,814 |
|
|
|
|
|
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1,095,145 |
|
Returns on investments and Servicing of finance |
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|
|
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|
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Interest received |
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|
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5,249 |
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|
|
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1,137 |
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|
|
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|
Interest paid |
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(4,490 |
) |
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(30 |
) |
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|
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|
Net cash inflow from returns on investments and servicing of finance |
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|
|
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|
759 |
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|
|
|
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1,107 |
|
Taxation |
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(18,236 |
) |
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|
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(72,606 |
) |
Capital expenditure |
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Payments to acquire tangible fixed assets |
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(243,177 |
) |
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(42,125 |
) |
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Receipts from sale of fixed assets |
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|
731 |
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|
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|
- |
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|
|
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|
Net cash outflow from capital expenditure |
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|
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|
|
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(242,446 |
) |
|
|
|
|
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(42,125 |
) |
Increase in cash |
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|
21 |
|
|
|
|
|
|
|
615,891 |
|
|
|
|
|
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|
981,521 |
|
The notes on pages 5 to 15 form part of these financial statements.
- 4 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
1. |
Accounting policies |
Basis of accounting
The financial statements have been prepared under the historical cost convention, and in accordance with applicable accounting standards. No material uncertainties that may cast significant doubt on the ability of the company to continue to operate as a going concern have been identified by the directors and therefore the accounts have been prepared on a going concern basis.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies.
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts. The directors continue to believe that US GAAP provides the best and most prudent guidance for software revenue recognition. The relevant guidance for this is followed where it does not conflict with the principles in FRS 5, Application note G.
The company generates the following types of revenue:
Licence Fees: Licence fees are earned under software licence agreements to end users and resellers. Revenues from licences to end users are recognised upon shipment of the software if persuasive evidence of an arrangement exists, collection of the resulting receivables is reasonably assured, the fee is fixed and determinable, there are no significant post-delivery obligations and vendor-specific objective evidence (or fair value) for all elements exists. If an acceptance period is required, licence revenues are recognised upon the earlier of customer acceptance or the expiration of the acceptance period. Where implementation work is deemed essential to functionality, licence revenue is recognised over the period the services are delivered on a contract accounting basis.
Service Fees: Service revenue is recognised as the work is performed. Income from maintenance agreements is recognised on a straight line basis, over the period to which the agreement relates.
Tangible fixed assets
Tangible fixed assets are stated at cost, being the purchase price less accumulated depreciation.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, net of anticipated disposal proceeds, over the useful economic life of that asset as follows:
Leasehold Property |
- |
Over the life of the lease |
Plant & Machinery |
- |
Over 2 years on a straight line basis |
Fixtures & Fittings |
- |
Over 2 years on a straight line basis |
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.
Pension costs
The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year. The assets of the scheme are held separately from those of the company in an independently administered fund.
- 5 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
1. |
Accounting policies (continued) |
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more or a right to pay less tax in the future, or a right to receive repayments of tax.
Deferred tax assets are recognised only to the extent that the directors consider it more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities recognised have not been discounted.
Share-based payments
In accordance with FRS 20 “Share-based payment”, the company reflects the economic cost of awarding share options to employees by recording an expense in respect of the services received from employees in the profit and loss account at an amount equal to the fair value of the awarded options. All share-based payments are equity settled.
Fair value is measured using the Black-Scholes option pricing model taking into account the following inputs:
- the exercise price of the option;
- the life of the option;
- the market price on the date of the grant of the option;
- the expected volatility of the share price;
- the dividends expected on the shares; and
- the risk free interest rate for the life of the option.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The expense is spread over the period in which the services are received by the company (“the vesting period”). An assessment of the number of share options which are expected to vest is made at the end of each reporting period and any adjustments to the expected charge relating to those share options are made in the current period.
Options granted to employees of subsidiary companies are issued by the ultimate parent company and no consideration is given. Therefore the benefit to the subsidiary is treated as a capital contribution and added to the cost of the investment in the subsidiary.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Investments
Investments are stated at cost less any provision for diminution in value.
Research and development
Expenditure in respect of research and development is written off in the period in which it is incurred.
- 6 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
1. |
Accounting policies (continued) |
Foreign currencies
Foreign currency transactions are initially recorded at the exchange rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at exchange rates ruling at the balance sheet date of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account within operating profit. Where there are related or matching forward contracts in respect of trading transactions, the rates of exchange specified in those contracts will be used.
Items included in the financial statements of the subsidiary are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The profit and loss statement of the non-sterling denominated subsidiary is translated to sterling (the Group’s presentation currency) at average rates of exchange in each period. Assets and liabilities of the undertaking are translated at rates of exchange ruling at the balance sheet date. The differences between retained profits and losses translated at average and closing rates are taken to reserves, as are differences arising on the retranslation to sterling of non-sterling denominated Group entity net assets at the beginning of the year.
2. |
Turnover |
The turnover and profit before tax are attributable to the one principal activity of the group.
An analysis of turnover is given below:
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2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
United Kingdom |
|
|
943,532 |
|
|
|
539,657 |
|
Overseas |
|
|
5,737,252 |
|
|
|
6,312,437 |
|
|
|
|
6,680,784 |
|
|
|
6,852,094 |
|
3. |
Operating profit |
Operating profit is stated after charging:
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Operating lease costs |
|
|
96,415 |
|
|
|
69,029 |
|
Depreciation of owned fixed assets |
|
|
56,127 |
|
|
|
36,151 |
|
Loss on disposal of fixed assets |
|
|
(212 |
) |
|
|
- |
|
Research and development expenditure |
|
|
1,203,476 |
|
|
|
646,569 |
|
4. |
Particulars of employees |
The average number of staff employed by the group during the financial period amounted to:
|
|
2014 |
|
|
2013 |
|
||
|
|
No |
|
|
No |
|
||
Sales, marketing and technical |
|
|
60 |
|
|
|
56 |
|
Administrative and finance |
|
|
8 |
|
|
|
8 |
|
|
|
|
68 |
|
|
|
64 |
|
- 7 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
4. |
Particulars of employees (continued) |
The aggregate payroll costs of the above were:
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Wages and salaries |
|
|
4,023,765 |
|
|
|
3,262,492 |
|
Social security costs |
|
|
356,084 |
|
|
|
309,711 |
|
Other pension costs |
|
|
266,655 |
|
|
|
237,763 |
|
|
|
|
4,646,504 |
|
|
|
3,809,966 |
|
5. |
Directors’ remuneration |
The directors’ aggregate remuneration in respect of qualifying services were:
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Remuneration receivable |
|
|
542,684 |
|
|
|
454,935 |
|
Value of company pension contributions to money purchase schemes |
|
|
102,955 |
|
|
|
56,803 |
|
|
|
|
645,639 |
|
|
|
511,738 |
|
Remuneration of highest paid director
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Remuneration receivable |
|
|
161,839 |
|
|
|
181,429 |
|
Value of company pension contributions to money purchase schemes |
|
|
12,740 |
|
|
|
7,357 |
|
|
|
|
174,579 |
|
|
|
188,786 |
|
No directors exercised share options during the current or preceding period.
The number of directors accruing benefits under company pension schemes was as follows:
|
|
2014 |
|
|
2013 |
|
||
|
|
No |
|
|
No |
|
||
Money purchase schemes |
|
|
4 |
|
|
|
3 |
|
6. |
Interest payable and similar charges |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Bank interest payable |
|
|
- |
|
|
|
30 |
|
Other finance charges |
|
|
4,490 |
|
|
|
- |
|
- 8 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
7. |
Taxation on (loss)/profit on ordinary activities |
(a) Analysis of (credit) / charge in the period
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
UK taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In respect of the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK Corporation tax |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
Foreign tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on income for the period |
|
|
26,101 |
|
|
|
|
|
|
|
31,884 |
|
|
|
|
|
Adjustments in respect of prior periods |
|
|
(12,862 |
) |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
13,239 |
|
|
|
|
|
|
|
31,884 |
|
|
|
|
|
|
|
|
13,239 |
|
|
|
|
|
|
|
31,884 |
|
Deferred tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences |
|
|
(63,000 |
) |
|
|
|
|
|
|
38,400 |
|
|
|
|
|
Total deferred tax (note 11) |
|
|
|
|
|
|
(63,000 |
) |
|
|
|
|
|
|
38,400 |
|
Tax (credit)/charge on ordinary activities |
|
|
|
|
|
|
(49,761 |
) |
|
|
|
|
|
|
70,284 |
|
(b) Factors affecting current tax charge
The tax assessed on the profit/(loss) on ordinary activities for the period is lower than the standard rate of corporation tax in the UK of 22.3% (2013 23.67%).
The company has estimated tax losses of £1,368,790 (2013 - £943,278) available for carry forward against future trading profits. A deferred tax asset of £276,000 (2013 - £217,000) has been recognised in respect of these losses based on a reasonable expectation of future taxable profits.
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
(Loss)/profit on ordinary activities before taxation |
|
|
(33,379 |
) |
|
|
692,914 |
|
(Loss)/profit on ordinary activities by rate of tax |
|
|
|
|
|
|
|
|
Effects of: |
|
|
(7,444 |
) |
|
|
164,013 |
|
Expenses not deductible for tax purposes |
|
|
9,380 |
|
|
|
2,813 |
|
Depreciation in excess of capital allowances for period |
|
|
1,117 |
|
|
|
(947 |
) |
Utilisation / carry forward of tax losses |
|
|
109,840 |
|
|
|
(83,581 |
) |
R&D tax credit |
|
|
(96,490 |
) |
|
|
(60,624 |
) |
Foreign tax at higher rate |
|
|
9,698 |
|
|
|
10,210 |
|
Adjustments to tax charge in respect of previous periods |
|
|
(12,862 |
) |
|
|
- |
|
Total current tax (note 7(a)) |
|
|
13,239 |
|
|
|
31,884 |
|
8. |
Profit attributable to members of the parent company |
The (loss)/profit dealt with in the financial statements of the parent company was £ (72,893) (2013 - £549,521).
- 9 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
9. |
Tangible fixed assets |
9 months ended 30 June 2014
|
|
Leasehold |
|
|
Office |
|
|
Fixtures & |
|
|
|
|
||||
|
|
Property |
|
|
equipment |
|
|
Fittings |
|
|
Total |
|
||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2013 |
|
|
30,839 |
|
|
|
165,285 |
|
|
|
57,372 |
|
|
|
253,496 |
|
Additions |
|
|
206,066 |
|
|
|
37,111 |
|
|
|
- |
|
|
|
243,177 |
|
Disposals |
|
|
- |
|
|
|
(13,300 |
) |
|
|
- |
|
|
|
(13,300 |
) |
Foreign exchange |
|
|
- |
|
|
|
(1,079 |
) |
|
|
3 |
|
|
|
(1,076 |
) |
At 30 June 2014 |
|
|
236,905 |
|
|
|
188,017 |
|
|
|
57,375 |
|
|
|
482,297 |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2013 |
|
|
30,839 |
|
|
|
118,169 |
|
|
|
49,828 |
|
|
|
198,836 |
|
Charge for the period |
|
|
17,473 |
|
|
|
34,309 |
|
|
|
4,345 |
|
|
|
56,127 |
|
On disposals |
|
|
- |
|
|
|
(12,357 |
) |
|
|
- |
|
|
|
(12,357 |
) |
Foreign exchange |
|
|
- |
|
|
|
(644 |
) |
|
|
- |
|
|
|
(644 |
) |
At 30 June 2014 |
|
|
48,312 |
|
|
|
139,477 |
|
|
|
54,173 |
|
|
|
241,962 |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2014 |
|
|
188,593 |
|
|
|
48,540 |
|
|
|
3,202 |
|
|
|
240,335 |
|
9 months ended 30 June 2013
|
|
Leasehold |
|
|
Office |
|
|
Fixtures & |
|
|
|
|
||||
|
|
Property |
|
|
equipment |
|
|
Fittings |
|
|
Total |
|
||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2012 |
|
|
30,839 |
|
|
|
219,603 |
|
|
|
51,803 |
|
|
|
302,245 |
|
Additions |
|
|
- |
|
|
|
40,595 |
|
|
|
1,530 |
|
|
|
42,125 |
|
Disposals |
|
|
- |
|
|
|
(10,456 |
) |
|
|
- |
|
|
|
(10,456 |
) |
Foreign exchange |
|
|
- |
|
|
|
781 |
|
|
|
10 |
|
|
|
791 |
|
At 30 June 2013 |
|
|
30,839 |
|
|
|
250,523 |
|
|
|
53,343 |
|
|
|
334,705 |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2012 |
|
|
30,839 |
|
|
|
176,355 |
|
|
|
45,914 |
|
|
|
253,108 |
|
Charge for the period |
|
|
- |
|
|
|
33,254 |
|
|
|
2,897 |
|
|
|
36,151 |
|
On disposals |
|
|
- |
|
|
|
(10,456 |
) |
|
|
- |
|
|
|
(10,456 |
) |
Foreign exchange |
|
|
- |
|
|
|
(266 |
) |
|
|
- |
|
|
|
(266 |
) |
At 30 June 2013 |
|
|
30,839 |
|
|
|
198,887 |
|
|
|
48,811 |
|
|
|
278,537 |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2013 |
|
|
- |
|
|
|
52,818 |
|
|
|
4,532 |
|
|
|
56,168 |
|
10. |
Debtors |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Trade debtors |
|
|
1,264,746 |
|
|
|
1,598,671 |
|
VAT recoverable |
|
|
- |
|
|
|
25,668 |
|
Deferred taxation (note 11) |
|
|
343,292 |
|
|
|
257,877 |
|
Prepayments and accrued income |
|
|
812,203 |
|
|
|
364,564 |
|
|
|
|
2,420,241 |
|
|
|
2,246,780 |
|
- 10 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
11. |
Deferred taxation |
The movement in the deferred taxation asset during the period was:
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Asset brought forward |
|
|
280,292 |
|
|
|
296,277 |
|
Increase/(decrease) in asset |
|
|
63,000 |
|
|
|
(38,400 |
) |
Asset carried forward |
|
|
343,292 |
|
|
|
257,877 |
|
The group’s asset for deferred taxation consists of the tax effect of timing differences in respect of:
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Provided |
|
|
Unprovided |
|
|
Provided |
|
|
Unprovided |
|
||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
Tax losses available |
|
|
276,000 |
|
|
|
- |
|
|
|
217,000 |
|
|
|
- |
|
Share based payments |
|
|
67,292 |
|
|
|
- |
|
|
|
40,877 |
|
|
|
- |
|
|
|
|
343,292 |
|
|
|
- |
|
|
|
257,877 |
|
|
|
- |
|
12a. |
Creditors: Amounts falling due within one year |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Trade creditors |
|
|
332,686 |
|
|
|
122,181 |
|
PAYE and social security |
|
|
106,427 |
|
|
|
130,189 |
|
Other taxation |
|
|
21,929 |
|
|
|
21,391 |
|
Other creditors |
|
|
40,263 |
|
|
|
524,287 |
|
Accruals and deferred income |
|
|
2,641,598 |
|
|
|
2,216,646 |
|
|
|
|
3,142,903 |
|
|
|
3,014,694 |
|
Included within other creditors is £nil (2013 - £481,183) secured on a trade debtor totalling £nil (2013 - £481,183).
12b. |
Creditors: Amounts falling due after more than one year |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Accruals and deferred income |
|
|
889,334 |
|
|
|
304,913 |
|
13. |
Provisions for liabilities |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Dilapidations |
|
|
192,541 |
|
|
|
- |
|
The dilapidations provision is based on the future expected repair costs required to restore the Group’s leased building in Newbury, United Kingdom to its fair condition at the end of the lease term. The lease was for ten years from January 24, 2014 with a break after five years. Contractual amounts are expected to be incurred at the end of the lease term.
14. |
Pensions |
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and in the period amounted to £236,655 (2013 - £237,763). Included within other creditors is a total of £35,623 (2013 - £30,131) relating to unpaid pension contributions at the period end.
- 11 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
15. |
Share-based payments |
The group has a share option scheme for all employees (including directors). Options are exercisable at a price agreed when the options are issued. The vesting period is usually over 1 to 3 years however, the share options may not be exercised after the option holder no longer holds employment with any member of the Group or has given or received notice of termination of their employment with any member of the group, except in some circumstances as documented in the share option agreement.
If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Details of the share options and the weighted average exercise price (WAEP) outstanding during the period are as follows:
|
|
2014 |
|
|
2014 |
|
|
2013 |
|
|
2013 |
|
||||
|
|
No |
|
|
WAEP (£) |
|
|
No |
|
|
WAEP (£) |
|
||||
Outstanding at beginning of period |
|
|
1,917,864 |
|
|
|
0.08 |
|
|
|
1,933,431 |
|
|
|
0.09 |
|
Granted in period |
|
|
- |
|
|
|
- |
|
|
|
34,629 |
|
|
|
0.06 |
|
Lapsed during period |
|
|
(38,703 |
) |
|
|
0.30 |
|
|
|
(53,696 |
) |
|
|
0.26 |
|
Outstanding at the end of the period |
|
|
1,879,161 |
|
|
|
0.08 |
|
|
|
1,914,864 |
|
|
|
0.08 |
|
Exercisable at the end of the period |
|
|
1,875,661 |
|
|
|
0.08 |
|
|
|
1,880,175 |
|
|
|
0.09 |
|
No options were exercised during the period.
For options outstanding at the end of the year the range of exercise prices and remaining contractual life are as follows:-
Expiry Date |
|
Exercise |
|
|
2014 |
|
|
2013 |
|
|||
|
|
£ |
|
|
No |
|
|
No |
|
|||
Up to 30 September 2015 |
|
|
0.34 |
|
|
|
24,096 |
|
|
|
55,299 |
|
September 2015 – September 2023 |
|
|
0.15 |
|
|
|
503,728 |
|
|
|
501,728 |
|
September 2018 – September 2023 |
|
|
0.05 |
|
|
|
1,351,338 |
|
|
|
1,360,337 |
|
The group recognised total expenses of £nil (2013 - £nil) related to equity-settled share-based payment transactions during the year.
The company determined the expected life of stock options based on the assumption that the options will not be exercised until the company is sold. The risk free interest rate was based on the UK treasury yield curve as at the year end. Expected volatility is determined using weighted average implied market volatility combined with historical volatility. The company believes that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than purely historical volatility.
The fair values for grants under the equity settled scheme were calculated using the Black Scholes Model. The inputs into the model were as follows:
|
|
2014 |
|
|
2013 |
|
||
Expected volatility - % |
|
|
- |
|
|
|
10.00 |
|
Expected life – years |
|
|
- |
|
|
|
3.00 |
|
Weighted average share price |
|
|
- |
|
|
|
0.23 |
|
Weighted average exercise price |
|
|
- |
|
|
|
0.07 |
|
Risk free rate - % |
|
|
- |
|
|
|
3.00 |
|
As at 30 June 2014 and 30 June 2013, the Company had warrants outstanding over a maximum value of £162,500 preferred ordinary shares based on the strike price at exercise date. The warrants are exercisable by 28 April 2016 at a subscribed price and methodology that will be determined by certain variable factors at exercise.
- 12 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
16. |
Commitments under operating leases |
The group had annual commitments under non-cancellable operating leases as set out below.
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Land and |
|
|
Other items |
|
|
Land and |
|
|
Other items |
|
||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
Operating leases which expire: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
- |
|
|
|
- |
|
|
|
37,142 |
|
|
|
- |
|
Within 2 to 5 years |
|
|
114,785 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
114,785 |
|
|
|
- |
|
|
|
37,142 |
|
|
|
- |
|
17. |
Related party transactions |
The group has taken advantage of FRS8 to not disclose any transactions or balances between group companies that have been eliminated on consolidation.
Mr David Carratt is a director of both Exony Limited and Vie Carratt Limited. During the period marketing services to the value of £25,600 (2013 - nil) had been provided by Vie Carratt all of which had been paid as at June 30, 2014.
18. |
Share capital |
Allotted and called up:
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
No |
|
|
£ |
|
|
No |
|
|
£ |
|
||||
Ordinary shares of £0.001 each |
|
|
4,090,268 |
|
|
|
4,090 |
|
|
|
4,090,268 |
|
|
|
4,090 |
|
Deferred Ordinary shares of £0.0001 each |
|
|
3,177,936 |
|
|
|
318 |
|
|
|
3,177,936 |
|
|
|
318 |
|
Preferred Ordinary shares of £0.0001 each |
|
|
6,405,272 |
|
|
|
641 |
|
|
|
6,405,272 |
|
|
|
641 |
|
|
|
|
13,673,476 |
|
|
|
5,049 |
|
|
|
13,673,476 |
|
|
|
5,049 |
|
The ordinary and preferred ordinary shares rank pari-passu except for on liquidation or listing of the business. On listing the preferred ordinary shares shall either receive a dividend of £4,250,000 or are entitled to be issued or subscribe for shares by way of a bonus capitalisation or par offering to increase their shareholding at the placing price to £4,250,000. Thereafter the balance is paid pro-rata and pari-passu with the equity shares as if they were one class of shares.
Ordinary and preferred shareholders are entitled to receive notice of, to attend and to vote at general meetings of the company.
The deferred shares do not entitle their holders to any dividend, to receive notice or attend or speak at general meetings of the company nor to vote at such meetings.
19. |
Reserves |
Profit and loss account: |
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Balance brought forward at October 1, 2013 and 2012 respectively |
|
|
2,893,699 |
|
|
|
2,027,227 |
|
Profit for the period |
|
|
16,382 |
|
|
|
622,630 |
|
Exchange differences arising on consolidation of foreign subsidiary |
|
|
(8,987 |
) |
|
|
13,877 |
|
Balance carried forward |
|
|
2,901,094 |
|
|
|
2,663,734 |
|
- 13 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
20. |
Reconciliation of movements in shareholders’ funds |
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Profit for the financial period |
|
|
16,382 |
|
|
|
622,630 |
|
Exchange differences arising on consolidation of foreign subsidiary |
|
|
(8,987 |
) |
|
|
13,877 |
|
Net addition to shareholders’ funds |
|
|
7,395 |
|
|
|
636,507 |
|
Opening shareholders’ funds |
|
|
2,898,748 |
|
|
|
2,032,276 |
|
Closing shareholders’ funds |
|
|
2,906,143 |
|
|
|
2,668,783 |
|
21. |
Notes to the cash flow statement |
Reconciliation of operating (loss)/profit to net cash
Inflow from operating activities
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Operating (loss)/profit |
|
|
(34,138 |
) |
|
|
691,807 |
|
Depreciation |
|
|
56,127 |
|
|
|
36,151 |
|
Loss on disposal of fixed assets |
|
|
(212 |
) |
|
|
- |
|
Decrease in debtors |
|
|
652,626 |
|
|
|
430,637 |
|
Increase/(decrease) in creditors |
|
|
101,269 |
|
|
|
(65,915 |
) |
Foreign exchange |
|
|
4,766 |
|
|
|
2,465 |
|
Provisions |
|
|
95,376 |
|
|
|
- |
|
Net cash inflow from operating activities |
|
|
875,814 |
|
|
|
1,095,145 |
|
Reconciliation of net cash flow to movement in net funds
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
Increase in cash in the period |
|
|
615,891 |
|
|
|
981,521 |
|
Foreign exchange |
|
|
(15,765 |
) |
|
|
10,355 |
|
Movement in net funds in the period |
|
|
600,126 |
|
|
|
991,876 |
|
Net funds brought forward |
|
|
3,870,219 |
|
|
|
2,693,566 |
|
Net funds carried forward |
|
|
4,470,345 |
|
|
|
3,685,442 |
|
Analysis of changes in net funds
|
|
At October 1st |
|
|
Cashflow |
|
|
Non Cash |
|
|
At June 30th 2014 |
|
||||
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
||||
Cash at bank and in hand |
|
|
3,870,219 |
|
|
|
615,891 |
|
|
|
(15,765 |
) |
|
|
4,470,345 |
|
Non cash changes represent translation differences on consolidation of the overseas subsidiary’s bank accounts.
22. |
Ultimate controlling party |
The directors do not consider there to be an ultimate controlling party.
- 14 -
EXONY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
23. |
Post Balance Sheet Events |
On 30 July, 2014, Exony Limited and eGain Corporation entered into a definitive Share Purchase Agreement for eGain Corporation to acquire all the outstanding share capital of Exony Limited for USD$16.1 million with $8.05 million in eGain shares and $8.05 million in cash. The Agreement completed on 6 August 2014 and the purchase price will be subject to adjustment based on Exony Limited’s working capital at completion.
24. |
UK to US GAAP Reconciliation |
Exony prepares its financial statements in accordance with accounting principles generally accepted in the United Kingdom (‘UK GAAP’), which differs in certain respects from accounting principles generally accepted in the United States of America (‘US GAAP’). Reconciliations of profit before and after tax for the nine months ended June 30, 2013 and June 30, 2014 and shareholders’ funds ( or shareholders’ equity) as at June 30, 2013 and June 30, 2014 under UK GAAP and those under US GAAP are set out below.
|
|
2014 |
|
|
2013 |
|
||
|
|
£ |
|
|
£ |
|
||
(Loss)/profit before tax under UK GAAP |
|
|
(33,379 |
) |
|
|
692,914 |
|
Revenue (note 1) |
|
|
(78,996 |
) |
|
|
- |
|
Operating Expenses (note 2) |
|
|
(144,386 |
) |
|
|
(86,092 |
) |
Profit before tax under US GAAP |
|
|
(256,761 |
) |
|
|
606,822 |
|
UK GAAP tax credit/(charge) |
|
|
49,761 |
|
|
|
(70,284 |
) |
Tax effect of US GAAP adjustments (note 3) |
|
|
- |
|
|
|
19,801 |
|
Tax on profit on ordinary activities-deferred tax (note 4) |
|
|
(24,989 |
) |
|
|
(7,628 |
) |
Profit after tax US GAAP |
|
|
(231,989 |
) |
|
|
548,711 |
|
Shareholders’ funds under UK GAAP |
|
|
2,906,143 |
|
|
|
2,668,783 |
|
Fixed Assets (note 2) |
|
|
(48,487 |
) |
|
|
|
|
Deferred Revenue (note 1) |
|
|
(78,996 |
) |
|
|
- |
|
Accruals (note 2) |
|
|
(95,899 |
) |
|
|
(86,092 |
) |
Debtors deferred tax (note 3) |
|
|
- |
|
|
|
19,801 |
|
Debtors deferred tax (note 4) |
|
|
(172 |
) |
|
|
35,102 |
|
Shareholders’ funds under US GAAP |
|
|
2,682,589 |
|
|
|
2,637,594 |
|
Note 1: Under US GAAP extended payment terms beyond normal policy may mean that the revenue recognition criteria under US GAAP are not met as fees cannot be justified as fixed and determinable. Under UK GAAP revenue may still be recognised.
Note 2: Under UK GAAP interim periods are treated as discrete periods whereas under US GAAP interim periods are treated as an integral part of the annual cycle. US GAAP therefore allows the spreading of costs, such as discretionary bonuses, across interim periods if they benefit more than one period in the annual cycle.
Under UK GAAP certain legal costs associated with the new lease and leasehold improvements have been capitalised which are treated as expense items under US GAAP.
Note 3: For clarification no additional deferred tax asset has been recognised as at June 30, 2014 for these additional UK to US GAAP reconciling items because the directors take a one year view of the recoverability of such losses and the company has already recognised a deferred tax asset as at June 30, 2014.
Note 4: Under UK GAAP a deferred tax asset relating to share based compensation is based on the lower of the charge in the profit and loss account or the gain at the period end. Under US GAAP the deferred tax asset is based on the charge to the profit and loss account.
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