crimson tide plc annual report & accounts 2013 2013 HIGHLIGHTS FINANCIAL HIGHLIGHTS • EBITDA increased 48% to £291k (2012: £196k) • Gross margin improved to over 80% (2012: 78.9%) • Future contracted revenues more than doubled to over £2m OPERATIONAL HIGHLIGHTS Barrie Whipp, Executive Chairman of Crimson Tide, commented: A significant year for Crimson Tide has seen positive increases in most key indicators. The foundations of the business in terms of contracted subscribers is very strong and contracted revenues represent a significant • Growth in contracted subscribers of 22% • mpro5 enhanced and now available on Windows 8 in addition to iOS, Android, Windows Phone and Blackberry smartphone and tablet operating systems • Exposure to larger pipeline in the UK and overseas ““ Contents Chairman’s Statement P 4-6 percentage of operating costs. We have leverage for future growth which will substantially flow through to the bottom for mobility for enterprise customers and we are optimistic that some of these opportunities will result in significant line. mpro5 is now being seen as a platform P7 Operating and Financial Review P 8 Board of Directors P 9-11 Directors’ Report P12 Strategic Report P13-14 Corporate Governance report benefits. P14 P15 P16 P16 P17 P18 P19 Report of the Remuneration Committee Independent Auditor’s report to the Members of Crimson Tide Plc Consolidated Income Statement for the year ended 31 December 2013 Consolidated Statement of Comprehensive Income for the year ended 31 December 2013 Consolidated Statement of Financial Position at 31 December 2013 Consolidated Statement of Changes in Equity at 31 December 2013 Consolidated Statement of Cash Flows for the year ended 31 December 2013 P20-37 Notes to the Consolidated Financial Statements at 31 December 2013 P38 P39 P40 P41 P42 P43 Company Statement of Financial Position at 31 December 2013 Company Statement of Changes in Equity at 31 December 2013 Company Statement of Cash Flows for the year ended 31 December 2013 Officers and Professional Advisers Notice of Annual General Meeting Form of Proxy crimson tide plc - annual report 2013 3 Platform, enabling users to complete jobs on an ultra- book or Windows tablet. I believe this will open our product up to even more field based users In terms of extension of the functionality of the application, we made further strides during the year. The system was updated to deal with changes in operating systems including iOS7, Android Jelly Bean and Windows Phone 8. Optimization means that our core code runs faster and will run faster again in 2014 as we implement JSON Lite and pursue other efficiencies in data transmission. Our roadmap contains enhancements in navigation and mapping, business intelligence and visualisation and a number of usability features. Our platform strategy has proved robust and we believe our system is highly future proof. Flexibility in our html5/css3/javascript coding methodology means we can swiftly respond to new form factors, devices and communications infrastructure with great agility. CHAIRMAN’S STATEMENT 2013 was a significant year for Crimson Tide as we saw positive results in almost all of our key indicators. The key to our growth is the percentage increases in contracted subscriber revenue compared to one off consultancy or sales revenue and I am delighted that we have achieved record growth in this area. The numbers of subscribers and total contracted revenue are also at an all-time high. This means that our future is underpinned by a book of high quality receivables. Our mpro5 product continued to grow through the year and significant enhancements were made. Our cross platform nature meant that we could seamlessly roll out new devices on the iOS and Android platforms whilst adding Windows Phone 8 devices to our portfolio. We are particularly positive about the development of our platform and its relevance to an expanding range of devices. mpro5 was also released on the Windows 8 4 We made an “all in” bet with The Cloud using Microsoft Azure, which provides the scalability, security and reliability and further validates mpro5 as a truly enterprise class system. We were very pleased during the year to win the contract to take our Metro newspaper system nationwide. Associated Newspapers have used the system for 3 years in London and the South East and it is a validation of our service that they not only signed to take the system nationwide but extended the whole contract by five years. of healthcare has many opportunities for mpro5. It is documented that we installed two significant pilots during the year. The robustness of our model meant that although these pilots have not come to fruition, we stand well placed with our organic growth. One of the pilots has continued for an extended period. It would be unwise to say that we expect a positive result, however the system we have installed has proved a success and we await the potential client’s decision. The system is perfectly applicable to other major retailers, be they in the UK or other geographies. The extension of contracts is something we take very seriously, and recent extensions with Frylite and St James’ Hospital really do carry as much weight as new transactions. The support we receive from these clients is a tremendous boost to our company. The St James’ application for people with haemophilia is being extended to incorporate lifestyle questions, and this area We underwent some management changes during the year and the redistribution of responsibilities has left us leaner at the management level and has an effect on the level of overhead which we carry. Luke Jeffrey has stepped up to handle more management responsibilities and Laurence D’Arcy fulfils the senior sales role as well as covering his responsibilities as Managing Director of crimson tide plc - annual report 2013 5 CHAIRMAN’S STATEMENT CONTINUED the business in Ireland, where we have seen a recovery in business confidence We recently announced a new partnership with a mobile network operator in the Republic of Ireland and hope to be in a position to make a further announcement on this soon. Having a wider distribution channel is something we welcome in Ireland and we feel quite positive, especially with the pipeline already identified. We performed well in respect of cash and this reflects the success of our business model over time. We funded over £250k of capital equipment purchases from our own resources in 2013 and still have capacity to fund more. Our bank has been particularly unhelpful, but we remain confident in our ability to service our equipment requirements. It is only very large transactions that would require further funding. The first quarter of 2014 has given us reason to be positive for the future and we are operationally geared so that we can take advantage of the new subscriber transactions that are presenting themselves. Some of these are larger in nature and represent a significant opportunity to take the Company to a higher level. We have never limited ourselves geographically and whilst we have no plans to expand our physical footprint at this time, our applications are available on various app stores and have piqued interest internationally. I would like to take this opportunity of thanking our loyal and committed team, who are convinced of our future success and put their heart and soul into our business. Barrie Whipp Executive Chairman 23 May 2014 6 OPERATING AND FINANCIAL REVIEW Iam pleased to report on our results for the year to 31 December 2013 and review the performance of the business during this period. OPERATING REVIEW Following many successful roll-outs of our mpro5 software over the course of 2012 and 2013, we have continued to invest in the product to add additional functionality and reporting capabilities, as well as Windows 8 as an operating platform. mpro5 has also proved attractive to existing customers, many of whom have opted to upgrade to mpro5 before the end of their existing subscriber agreements. In doing so their mobility solution is optimised and we benefit from contracted revenues over an increased term.The implementation of mpro5 across the iOS and Android operating systems, hosted in the cloud on Azure, have together also substantially reduced the amount of user support required. This re-affirms our belief that as the subscriber base continues to grow, our existing support team will be able to maintain their high levels of service and our operational gearing will continue to improve profit margins. We announced during the course of 2013 a number of new contract wins. In particular, in April 2013, Associated Newspapers signed new subscriber agreements to add a further 155 subscribers on a five year term to their existing 144 and extended these to a co-terminus date which added significantly to our contracted revenue book. With these agreements and others, our future contracted revenues doubled over the course of the year to total over £2m at the year end. These future earnings are not reflected in our balance sheet. We have continued to focus our sales effort through our channel partner community and recently added one of the world’s largest mobile network operators to the list. During 2013, new leads have continued to come predominately from these partners and from recommendations. In 2014, we plan to increase our marketing spend from its current low level to further boost the pipeline of opportunities we are currently working on. While not neglecting the smaller opportunities we have, the business is also fortunate to have a number of larger opportunities we are working on. As we look forward to the year ahead, we remain very excited that our mpro5 mobility solution may be used by an increasing number of businesses with higher numbers of users. FINANCIAL REVIEW Turnover in 2013 at £1.27m was broadly similar to last year’s £1.23m, but hides another positive change in the mix. Revenues from mobile data solutions, including mpro5, increased by 30% to £1.08m more than offsetting the planned reduction in revenues from non-core activities which reduced from £0.40m in 2012 to £0.19m in 2013. Contracted subscribers grew by more than 20% over the year and future contracted revenues more than doubled to over £2m. Gross margin for 2013 improved to over 80% (2012: 79%). Most significantly, our strategic move away from non-core activities, which is now mostly complete, allowed us to make some key organisational changes which resulted in a significant reduction in our overheads in the second half 2013. Operating margin before depreciation and amortisation improved from 16% in 2012 to 23% as the impact of these changes was achieved, resulting in a 48% increase in EBITDA from 2012. After higher depreciation charges and interest costs broadly similar to 2012, the Group achieved a profit before tax of £20,000 (2012: £5k). The Group’s operational gearing generated net cash from its operating activities of £376k, nearing four times the 2012 figure of £98k. These funds, together with the unused portion of our bank loan brought forward from 2012, were utilised purchasing mobile devices required for new subscriber agreements, investing in the further development of mpro5 and bank loan repayments. The Group finished the year with cash balances totalling £132k (2012: £321k) but has since added to this total in Q1 2014. FUTURE PROSPECTS Crimson Tide remains well placed in the market with an excellent reputation in providing mobility solutions to businesses big and small. As more companies adopt new mobile technology, Crimson Tide will continue to grow its subscriber book and secure the benefits for its stakeholders of being highly operationally geared. The Board remain very encouraged by the prospects for the business. Stephen Goodwin Finance Director 23 May 2014 crimson tide plc - annual report 2013 7 Rowley Stuart Ager (68) Non-Executive Director Rowley is a qualified accountant who has spent all of his working life in industry and commerce. In 1972 he joined BAT Industries Group where he held a number of finance roles. In 1986, Rowley joined Tesco PLC becoming Company Secretary from 1990 to 2004 and was a member of the Tesco PLC board from 1992 to 2004. Rowley was Chairman of Tesco Personal Finance, a joint venture with RBS Group plc, from its formation in 1995 until he retired in 2004. He is currently chairman of Tesco Pension Trustees Ltd. Rowley is Chairman of the Audit Committee. Graham Basil Ashley (67) Non-Executive Director Graham has over 40 years’ experience in stockbroking and corporate finance and was a founding director and shareholder of stockbrokers Greig Middleton Holdings Limited. After the merger of Greig Middleton with Gerrard Limited, he became a director of Gerrard Limited and, following its acquisition by Old Mutual Securities Limited (“OMS”), a Corporate Finance director of OMS (which subsequently became Arbuthnot Securities Limited). Graham has advised on acquisitions and disposals and fund-raisings across a wide range of sectors and industries. Graham became a Non-Executive Director of Crimson Tide Limited in April 2004. Graham was appointed as a Director of A. Cohen & Co. Plc on 20 October 2004 and was Chairman from February 2005 until the reverse acquisition of Crimson Tide Limited in August 2006. Graham is Chairman of the Remuneration Committee. BOARD OF DIRECTORS Barrie Reginald John Whipp (53) Executive Chairman and CEO Barrie founded Crimson Tide in 1996 and he formulated the ideas behind the Group’s mobile data solutions in 2003. He is responsible for setting the Group’s vision and strategy as well as setting goals and targets for the business. In September 2013, Barrie took on the role of CEO responsible for the day-to-day management of the Group. After an early career in finance and business administration with Dowell Schlumberger S.A. and UDS Group plc, Barrie joined Tiphook plc where he founded the financial services arm in 1986. He became Group Managing Director of IAF Group plc, which was admitted to the Official List in April 1994. He has served as a non- executive Director of pump distributor Wills Group plc as well as a number of private companies. Stephen Keith Goodwin (55) Finance Director Steve served as Crimson Tide’s Chief Executive from April 2004 to August 2013 and is now the Group’s Finance Director responsible for all financial matters. Steve is a Certified Accountant with over 20 years’ experience at Board level. After training as an accountant working for Shell International, he joined Tiphook plc in 1988 where he became Group Financial Controller and later Finance Director of the trailer division. In 1994 Steve was appointed Managing Director of the rail division and in 1996 led the management team in a £30m management buyout. The business was sold two years later to GE Capital where he stayed on as Managing Director of GE’s European rail business and gained further experience in negotiating and integrating acquisitions. Luke Anthony Jeffrey (31) Technical Director Luke joined Crimson Tide from university in July 2005 having achieved a Masters in Advanced Computing Science and has been regularly promoted since. He has made an invaluable contribution to the development of our mobility solutions and been fully involved in many other software developments delivered to customers. Luke joined the Board in July 2012 as Technical Director and is responsible for the continuing evolution and implementation of our software products and services. 8 DIRECTORS’ REPORT The Directors present their report and the audited financial statements of the Group for the year ended 31 December 2013. Principal Activities The principal activity of the Group during the period was the provision of mobility solutions and related software development. The principal activity of the Company was to provide management and support to other Group companies. Results and Dividends The trading results for the year ended 31 December 2013 and the Group’s financial position at the end of the financial period are shown in the attached financial statements. The statements have been prepared under International Financial Reporting Standards (“IFRS”). Turnover for the year ended 31 December 2013 was £1,268,204 (2012: £1,225,654) and the total profit for the period before taxation was £20,152 (2012: £4,818). The Directors do not recommend payment of a final dividend. Directors The following Directors have held office during the year: Name B R J Whipp S K Goodwin J W F Roth L A Jeffrey G B Ashley R S Ager Position Executive Chairman and CEO Finance Director Sales Director (resigned 30 September 2013) Technical Director Non-Executive Director Non-Executive Director Directors’ Interests in Shares Directors’ interests in the share capital of the Company, including family and pension scheme interests, were as follows: Director B R J Whipp S K Goodwin* J W F Roth** G B Ashley R S Ager*** Ordinary shares of £0.01 each 31 December 2013 115,610,132 25,611,484 - 18,354,718 13,000,000 31 December 2012 115,610,132 25,611,484 30,131,159 18,354,718 13,000,000 * Mr. Goodwin also had an interest as a trustee in 9,150,000 Ordinary Shares of £0.01 each as at 31 December 2013 and 31 December 2012. ** Mr. Roth resigned as a director on 30 September 2013. His shareholding, which is unchanged during the period, is shown in the Significant Shareholdings disclosure below. *** Mr. Ager‘s shareholding includes 5,834,250 Ordinary Shares of £0.01 each held by his wife. Directors’ interests in the share options, issued under the Group’s Enterprise Management Incentive Scheme, were as follows: Director S K Goodwin J W F Roth L A Jeffrey Number of Share options 31 December 2013 7,500,000 - 3,000,000 31 December 2012 7,500,000 4,500,000 3,000,000 crimson tide plc - annual report 2013 9 DIRECTORS’ REPORT CONTINUED Directors’ interests in unapproved share options were as follows: Director B R J Whipp Number of Share Options 31 December 2013 2,500,000 31 December 2012 2,500,000 Directors’ Remuneration The remuneration of the Directors during the period is summarised below: Fees and salaries £ 9,000 9,000 66,359 49,950 48,557 50,417 233,283 Non-Executive R S Ager G B Ashley Executive B R J Whipp S K Goodwin J W F Roth L A Jeffrey* Total Benefits £ - - 16,515 9,845 9,701 481 36,542 Total 2013 £ 9,000 9,000 82,874 59,795 58,258 50,898 269,825 Total 2012 £ 9,100 9,000 77,413 79,860 76,544 27,944 279,861 *Mr Jeffrey was appointed a Director with effect from 1 July 2012. Significant Shareholdings As at 20 May 2014 the shareholders’ register showed that the following shareholders had interests in 3% or more of the share capital of the Company: Shareholder B R J Whipp Helium Special Situations Fund J W F Roth W H Ireland Ltd S K Goodwin S J M Morris G B Ashley Ordinary shares currently held as at 20 May, 2014 115,610,132 86,330,000 30,131,159 29,835,347 25,611,484 21,707,817 18,354,718 Percentage of issued share capital 26.0% 19.4% 6.8% 6.7% 5.7% 4.9% 4.1% Financial Risk Management The Company’s exposure to financial risk is set out in note 17 to the accounts Policy on Payments to Suppliers It is the policy of the Company in respect of all its suppliers, where reasonably practicable, to settle the terms of payment with those suppliers when agreeing the terms of each transaction, to ensure that those suppliers are made aware of the terms of payment, and to abide by those terms. The number of trade creditor days outstanding at the period end for the Group was 45 days (2012: 42 days). The company is a holding company and has no significant trade creditors. Health, Safety and the Environment Crimson Tide operates responsibly with regard to its shareholders, the environment and the wider community. The Group and Company are committed to the well-being of all employees and ensure that their health, safety and general welfare is paramount at all times. We also maintain open and fair relationships with all clients and suppliers while ensuring that all transactions are operated on an arm’s length, commercial basis. Political and charitable contributions No political or significant charitable donations were made during the period. 10 Website publication The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclosure of information to the auditors In the case of each of the persons who were Directors of the Company at the date when this report was approved: - so far as each of the Directors is aware, there is no relevant audit information (as defined in the Companies Act 2006) of which the Company’s Auditors are unaware; and - each of the Directors has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information (as defined) and to establish that the Company’s Auditors are aware of that information. Independent auditors Shipleys LLP has indicated its willingness to remain in office and a resolution to reappoint Shirley LLP as auditors will be proposed at the Annual General Meeting. Signed by order of the Board Stephen Goodwin Company Secretary 23 May 2014 Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. UK Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and applicable law and have also elected to prepare the Company financial statements in accordance with IFRSs as adopted by the European Union and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: • • • • select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statement on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. crimson tide plc - annual report 2013 11 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 Strategy and objectives The company’s strategy is to continue to develop its mobility solutions and grow the contracted number of subscribers currently using its mpro5 applications. In doing so, the targeted objectives of: Principal risks and uncertainties The Board of Directors and management team continually review key performance indicators and business trends, as well as regular financial information, to help identify future risks and uncertainties in the business. The principal risks facing the business potentially stem from attempts to accelerate growth, for example by increasing spending on marketing and the channel partner network. This may gradually consume cash resources if there was no resulting uplift in subscribers thereby reducing the Group’s ability to fund devices supplied as part of our mobility solutions. This in turn highlights the risk that if significant growth is achieved, the Group may lack sufficient funding to purchase a significant number of mobile devices for new subscribers. If not managed, one or both may hold back growth, however, an immediately viable solution is to supply a software only solution to new customers. As the subscriber base grows, operating profits and cashflows increase at a faster rate because overheads do not increase proportionately. Together, they reduce the principal risks described. In overall terms, the contracted nature of an increasing proportion of the Group’s revenues, being spread typically over a three year term, makes the Group insensitive to adverse movements in subscriber numbers. Signed on behalf of the Directors Barrie Whipp Executive Chairman 23 May 2014 • Increased contracted revenues • Strengthened cashflows • Increased profitability • Higher returns for stakeholders will be achieved. Business model The Crimson Tide group provides its mpro5 software, usually with a handheld mobile device, to subscribers who typically contract for three years. Crimson Tide incurs the up-front costs of software development and investment in equipment, such as smartphones, rugged devices, tablets, etc., and recovers these costs as quickly as possible over the contract term. The group is operationally geared with relatively fixed overheads so a greater proportion of turnover growth favourably impacts profitability and net cash. Review of the business A review of the year and future developments are given in the Operating and Financial Review on page 7. Key performance indicators KPI’s used by Crimson Tide to measure performance and assess current trends include: • Numbers of subscribers During 2013, subscribers increased by over 20%. The largest subscription customer had 338 users at 31 December 2013. • Contracted future revenues from subscribers. Future revenues expected from current subscription contracts increased from just over £1m to over £2m by the year end. Other measures used by management to ensure the Group is likely to perform as forecast include; expected contract wins, renewal rates and losses, and sales opportunity pipeline. 12 CORPORATE GOVERNANCE REPORT The requirements of the combined code of principles of corporate governance set out in the listing rules of the Financial Services Authority are not mandatory for companies traded on AIM. However, the Directors are committed to complying with best practice in this area, and have adopted its principles where they have been considered appropriate. Shareholder communication The Group seeks to ensure that all shareholders are kept informed about the Group and its activities. A comprehensive annual report and accounts and an interim report are made available to shareholders on the Group’s website and sent to those shareholders requesting a paper copy. The Annual General Meeting is a forum for shareholders’ participation with the opportunity to meet and question Board members including the non-executive members and the Chairmen of the Board committees. Additionally, the Group operates an investors’ section on its website to provide further details of the Group’s activities. Board of Directors and Board Committees The Board of Directors, which consists of three Executive and two Non-Executive Directors, is responsible for the Group’s system of corporate governance. The role of the Non-Executive Directors is to bring independent judgement to Board discussions and decisions. The Board meets regularly throughout the year. It has a schedule of matters referred to it for decision, which includes Group strategy and future developments, allocation of financial resources, investments, annual and interim results, and risk management. The Group has two Board committees, which operate within defined terms of reference. Audit Committee The Audit Committee, comprising Mr. Ager (Chairman), Mr. Ashley, Mr. Whipp and Mr. Goodwin, is responsible for reviewing the full and half year results. In addition, the Audit Committee monitors the framework of internal control. Remuneration Committee The Remuneration Committee, comprising Mr. Ashley (Chairman), Mr. Ager, Mr. Whipp and Mr. Goodwin, reviews the remuneration of the Executive Directors and any senior executive of the Group and considers the grant of options and payment of performance related bonuses. Internal control The Directors are responsible for ensuring that the Group maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that assets are safeguarded. There are inherent limitations in any system of internal financial control. On the basis that such a system can only provide reasonable but not absolute assurance against material misstatement or loss and that it relates only to the needs of the business at the time, the system as a whole was found by the Directors at the time of approving the accounts to be generally appropriate to the size of the business. Going concern After reviewing budgets and forecasts, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue as an operational business for the foreseeable future. The financial statements have therefore been prepared on a going concern basis. Employment policy The Board places considerable value on the involvement of its employees and has effective arrangements for communicating the Group’s results and significant business issues to them. The Directors recognise that continued and sustained improvement of the Group depends on its ability to attract, motivate and retain employees of the highest calibre. Furthermore, the Directors believe that the Group’s ability to sustain the competitive advantage in the long term depends on ensuring that all employees contribute to the maximum of their potential. The Group is committed to improving the performance of all its employees through appropriate development and training. Share ownership is at the heart of the Group’s remuneration philosophy and the Directors believe that the key to the Group’s future success lies in a motivated workforce holding a stake in the Group. For this reason the Board implemented an Enterprise Management Incentive share option scheme in February 2008 which is available to all Group employees subject to meeting certain qualifying rules. The Group is an equal opportunity employer. Entry into and progression within the Group is solely determined on the basis of work criteria and individual merit. The Group gives full and fair consideration to applications for employment made by disabled persons, having regard to their respective aptitudes and abilities. The policy includes, where practicable, the continued employment of those who may become disabled during their employment and the provision of training and career development and promotion, where appropriate. crimson tide plc - annual report 2013 13 CORPORATE GOVERNANCE REPORT CONTINUED Corporate Responsibility Crimson Tide plc operates responsibly with regard to its shareholders, employees, other stakeholders, the environment and the wider community. The Group is committed to the wellbeing of all employees and ensures that their health, safety and general welfare is paramount at all times. We also maintain open and fair relationships with all clients and suppliers while ensuring that all transactions are operated on an arm’s length, commercial basis. As part of this culture, the Group ensures that all suppliers are paid in a timely fashion, unless there are sound commercial reasons why payment should not be made. REPORT OF THE REMUNERATION COMMITTEE The Remuneration Committee was established to determine the Group’s policy on executive remuneration and to consider and approve the remuneration packages for the Directors, subject to ratification by the Board. The Board determines the Company’s policy on Non- Executive Directors’ fees and will set fees with reference to the individual director’s role, the Company’s market capitalisation and business sector. The Group’s current and ongoing remuneration policy aims to ensure executive directors and senior executives are fairly rewarded for their individual contributions to the Group’s overall performance and is designed to retain and motivate executives of the right calibre and experience. The Committee is responsible for recommendations on all elements of directors’ remuneration including basic salary, annual bonus, share options and any other incentive awards. The Committee determines the Group’s policy on executive directors’ remuneration with reference to comparable companies and the achievement of the Group’s strategic objectives. In designing and reviewing schemes for performance related remuneration, the Committee gives full consideration to the provisions of Schedule A to the Combined Code. At the last Remuneration Committee meeting it was re-confirmed that the Directors’ remuneration would continue to be reviewed based upon on the Company’s performance and financial circumstances prevailing at the time. On behalf of the Board Graham Ashley Chairman - Remuneration Committee 23 May 2014 14 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CRIMSON TIDE PLC We have audited the financial statements of Crimson Tide plc for the year ended 31 December 2013 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement, the Company Statement of Financial Position, the Company Statement of Changes in Equity, the Company Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective Responsibilities of Directors and Auditors As explained more fully in the Directors’ Responsibilities Statement (set out on page 12), the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the Audit of the Financial Statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and the Parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion of Financial Statements In our opinion: • the financial statements give a true and fair view of the state of the Group’s and Parent Company’s affairs as at 31 December 2013 and of the Group’s profit for the year then ended; • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by The Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. STEWART JELL (Senior Statutory Auditor) For and on behalf of SHIPLEYS LLP Chartered Accountants & Statutory Auditor 10 Orange Street, Haymarket, London, WC2H 7DQ 23 May 2014. crimson tide plc - annual report 2013 15 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013 Total Revenue Cost of sales Gross Profit Total operating expenses Profit from operations Interest Income Interest payable and similar charges Profit before taxation Taxation Profit for the year available to equity holder of parent Notes 1 2 3 3 5 Year ended 31 December 2013 Year ended 31 December 2012 £000 1,268 (250) 1,018 (980) 38 - (18) 20 - 20 £000 1,226 (259) 967 (944) 23 1 (19) 5 - 5 Earnings per share Basic and diluted earnings per ordinary share (pence) Year ended 31 December 2013 Year ended 31 December 2012 6 0.00 0.00 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2013 Net Profit for the year Other comprehensive income/(loss) for the year: Exchange differences on translating foreign operations Total comprehensive profit for the year Notes Year ended 31 December 2013 Year ended 31 December 2012 £000 20 3 23 £000 5 (4) 1 16 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013 Assets Intangible assets Equipment, fixtures & fittings Total non-current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total Assets Equity and liabilities Share capital Capital redemption reserve Share premium Other Reserves Reverse acquisition reserve Retained earnings Total equity Trade and other payables Amounts falling due within one year Amounts falling after more than one year Total liabilities Total equity and liabilities Notes 7 8 10 11 12 13 13 13 13 13 14 15 As at 31 December 2013 £ 1,224 417 1,641 48 496 132 676 2,317 7,335 49 1,090 435 (5,244) (1,870) 1,795 463 59 522 2,317 As at 31 December 2012 £ 1,179 290 1,469 40 513 321 874 2,343 7,335 49 1,090 432 (5,244) (1,890) 1,772 394 177 571 2,343 The financial statements were approved by the board of directors on 23 May 2014 and are subject to the approval of the shareholders at the Annual General Meeting on 27 June 2014 and signed on its behalf by: B R J Whipp Director S K Goodwin Director Company registration number: 0113845 crimson tide plc - annual report 2013 17 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 31 DECEMBER 2013 Group Balance as at 1 January 2012 Profit for the year Translation movement Balance as at 31 December 2012 Profit for the year Translation movement Balance as at 31 December 2013 Capital Share redemption reserve £000 Capital £000 Share Premium £000 Reverse Other acquisition reserve £000 Reserves £000 Retained Earnings £000 Total £000 7,335 49 1,090 436 (5,244) (1,895) 1,771 - - - - - - - (4) - 5 - 5 (4) 7,335 49 1,090 432 (5,244) (1,890) 1,772 - - - - - - - 3 - - 20 - 20 3 7,335 49 1,090 435 (5,244) (1,870) 1,795 18 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDING 31 DECEMBER 2013 Cash flows from operating activities Profit before taxation Add back: Amortisation of intangibles Depreciation of equipment, fixtures and fittings Net interest Operating cash flows before movement in working capital Increase in inventories Decrease / (increase) in trade and other receivables Increase in trade and other payables Cash generated from operations Taxes paid Net cash generated from operating activities Cash flows used in investing activities Purchases of fixed assets Interest received Net cash used in investing activities Cash flows from financing activities Interest paid Net (decrease) / increase in borrowings Net cash from financing activities Net (decrease) / increase in cash and cash equivalents Net cash and cash equivalents at beginning of period Net cash and cash equivalents at end of period Analysis of net funds Cash and cash equivalents Bank overdraft Other borrowing due within one year Borrowings due after one year Finance Leases Net (debt) / funds Year ended 31 December 2013 £000 20 Year ended 31 December 2012 £000 5 102 151 18 291 (7) 16 76 376 - 376 (425) - (425) (18) (122) (140) (189) 321 132 132 - 132 (117) (58) (3) (46) 55 118 18 196 (3) (106) 11 98 - 98 (246) 1 (245) (19) 285 266 119 202 321 321 - 321 (117) (175) (8) 21 crimson tide plc - annual report 2013 19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2013 A) Corporate information Crimson Tide plc (the “Company”) is a public limited company incorporated in the United Kingdom. The address of the registered office is 10 Orange Street, London, WC2H 7DQ. Crimson Tide plc’s shares are publicly traded on the Alternative Investment Market of the London Stock Exchange (AIM). B) Basis of consolidation The consolidated financial statements of the Company for the year ended 31 December 2013 comprise the Company and its subsidiaries (together referred to as the “Group”). On an acquisition, fair values are attributed to the Group’s share of net assets. Where the cost of acquisition exceeds the values attributable to such net assets, the difference is treated as purchased goodwill, which is capitalised and subjected to annual impairment reviews. The results of acquired companies are brought in from the date of their acquisition. C) Basis of preparation The consolidated financial statements of Crimson Tide plc have been prepared in accordance with applicable law and International Financial Reporting Standards incorporating International Accounting Standards and Interpretations (collectively “IFRS”) as endorsed by the European Union. The financial statements have been prepared on the historical cost basis except for certain assets and liabilities which have been measured at fair value. Non-current assets are stated at the lower of carrying amount and fair value less costs to sell. The financial statements are presented in UK sterling and have been prepared on a going concern basis. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in a period of the revision and future periods if the revision affects both current and future periods. The accounting policies set out below have been applied consistently by Group entities to all periods presented in these consolidated financial statements, except where noted. D) Significant judgements and major causes of estimation uncertainty As noted above, the Group makes estimates and assumptions concerning the future. Those that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. i) Estimated impairment of goodwill The Group tests semi-annually whether goodwill has suffered any impairment in accordance with the accounting policies stated in Notes G ii) and H) below. The recoverable amounts of cash generating units have been determined based on value-in-use calculations requiring the use of estimates. ii) Fair value of development costs Research costs are not capitalised. Development costs, however, are capitalised from the point that it is sufficiently certain that future economic benefits to the Group will cover all selling, administration and support costs as well as the development costs themselves. The Board will continue to review the nature of the Group’s development activities on an ongoing basis and consider whether the conditions are being satisfied. Development costs include work completed on mobility software applications. 20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 E) Changes in accounting policy Standards, amendments to standards, and interpretations adopted in the 2013 financial statements or that have previously been early- adopted in the Company's annual financial statements The adoption of these standards, amendments and interpretations is not expected to have a material impact on the Company’s profit for the year or equity. Application of these standards may result in some changes to presentation of information within the Company’s financial statements in future years. Amendments to IAS 1 Presentation of Items of Other Comprehensive Income F) Equipment, fixtures and fittings i) Owned assets Amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities Annual improvements to IFRSs 2009-2011 Cycle IAS 19 Employee Benefits (as revised in 2011) IFRS 13 Fair Value Measurement IAS 27 Separate Financial Statements (as revised in 2011) IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance Future standards, amendments to standards, and interpretations not early-adopted in the 2013 financial statements Items of equipment, fixtures and fittings are stated at historic cost less accumulated depreciation with different useful lives (see below). ii) Leased assets Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets acquired in terms of finance leases are capitalised at their fair value at inception of the lease, and depreciated over the estimated useful life of the asset. The capital element of future obligations under the leases is included as a liability in the balance sheet. iii) Depreciation Depreciation is charged to the income statement over the estimated useful lives of each part of an item of equipment, fixtures and fittings. The depreciation rates are as follows: - Office and computer equipment: 20% on cost on a straight-line basis - PDA, tablet and smartphone equipment: cost spread over useful life of 3 to 5 years Effective for periods beginning on or after 1 January 2014: - Fixtures and fittings: 25% on a reducing balance Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities Amendments to IAS 36 Recoverable amount disclosures for non-financial assets Effective for periods beginning on or after 1 January 2015: IFRS 9 Financial Instruments (as revised in 2010) Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition Disclosures basis. G) Intangible assets i) Development Expenditure The costs of developing software for commercial resale are capitalised and amortised on a straight line basis over the expected useful life of the product, conservatively estimated as 5 years. Amortisation commences when revenues from the product begin to be received. The carrying value of development costs is reassessed semi-annually. ii) Goodwill Goodwill represents the excess of the fair value of the consideration given for investments in subsidiary undertakings over the fair value of the underlying assets at the date of their acquisition. The carrying value of goodwill is reassessed semi-annually. crimson tide plc - annual report 2013 21 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 H) Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount is the higher of its net selling price and its value in use. For intangible assets that are not yet available for use, goodwill or intangible assets with an indefinite useful life, an impairment test is performed at each balance sheet date. In assessing value in use, the expected future cash flows from the asset 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. An impairment loss is recognised in the income statement whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior years. For goodwill, a recognised impairment loss is not reversed. I) Inventories Inventories consist entirely of mobile devices held not for re-sale but as spares and trial equipment. All are individually stated at the lower of their cost or net realisable value. J) Turnover and revenue recognition The turnover shown in the profit and loss account represents amounts receivable for services provided to customers, exclusive of Value Added Tax. Subscription income and support and maintenance income is credited to turnover in equal monthly instalments over the period of the related agreement. There is no recognition in the Consolidated Income Statement of the contracted values of future revenues. K) Expenses i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. ii) Finance lease payments The capital element of finance lease repayments is treated as a reduction in the balance sheet liability and the interest element is charged to the profit and loss account on a “sum of digits” basis. L) Deferred taxation Deferred tax is recognised on all timing differences where the transactions or events that give the Company an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantially enacted by the balance sheet date. M) Government grants Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to capital expenditure are deducted in calculating the carrying amount of the asset. The grant is recognised in profit or loss over the life of the asset as a reduced amortisation expense. Revenue related grants are credited to the income statement when the related expenditure is expensed. The Group has benefitted from small research and development grants in recent years that have contributed to meeting the costs of new software development. 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 N) Financial instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligations of the financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the Statement of Financial Position. Finance costs and gains or losses relating to financial liabilities are included in the Income Statement. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited to equity. crimson tide plc - annual report 2013 23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 1. Segmental reporting The Group has two main regional centres of operation; one in the UK, the other in Ireland but the Group’s resources, including capital, human and non-current assets are utilised across the Group irrespective of where they are based or originate from. The Board via the management team, allocate these resources based on revenue generation, which due to its high margin nature and the Group’s reasonably fixed overheads, in turn drives profitability and cashflow generation. The Board consider it most meaningful to monitor financial results and KPIs for the consolidated Group, and decisions are made by the Board accordingly. In due consideration of the requirements of IFRS 8 Operating Segments, the Board consider segmental reporting by (i) region, including turnover, operating profit and non-current assets and (ii) business activity, by turnover, to be appropriate. Business activity is best split between (i) the strategic focus of the business, i.e. mobility solutions and the resulting development services that emanate from that, and (ii) non-core software solutions, including reselling third party software and related development and support services. The analysis of each follows: Turnover Year ended 31 December Operating profit/(loss) Year ended 31 December Non current assets Year ended 31 December Region: UK Ireland Total 2013 £000 1,067 201 1,268 2012 £000 978 248 1,226 2013 £000 37 (17) 20 2012 £000 16 7 23 2013 £000 1,566 75 1,641 2012 £000 1,372 97 1,469 Turnover can be analysed by business activity as follows: Business activity: Mobility solutions and related development services Software solutions reselling, development and support Total Turnover Year ended 31 December 2013 £000 1,195 73 1,268 Year ended 31 December 2012 £000 1,060 166 1,226 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 2. Profit from operations Amortisation of intangible assets Depreciation on equipment, and fixtures and fittings Operating lease costs Auditors remuneration for: - Audit services - Other services: - The auditing of accounts of associates of the Company pursuant to legislation - Other services supplied pursuant to such legislation 3. Finance income and costs Bank interest payable Loan interest Finance lease interest Other interest Interest receivable Net finance costs Year ended 31 December 2013 £000 102 151 22 Year ended 31 December 2012 £000 55 118 24 10 10 6 10 10 6 Year ended 31 December 2013 £000 - 17 1 - - 18 Year ended 31 December 2012 £000 1 16 2 - (1) 18 crimson tide plc - annual report 2013 25 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 4. Employees Staff costs (including Directors) were as follows: Wages and salaries Non-Executive Directors' fees Compulsory social security contributions Other pension costs Personnel costs The following amounts are included above in relation to Directors: Wages and salaries Non-Executive Directors' fees Compulsory social security contributions Pension costs Directors' costs Mr. L. A. Jeffrey has been included in Directors’ costs from July 2012. A detailed breakdown of the remuneration of the Directors is shown on page 11. Average monthly staff numbers in the period were as follows: Sales and marketing Technical Management, finance and administration Year ended 31 December 2013 £000 532 18 57 - 607 Year ended 31 December 2012 £000 593 18 65 - 676 Year ended 31 December 2013 £000 252 18 30 - 300 Year ended 31 December 2012 £000 261 18 29 - 308 Year ended 31 December 2013 No. 3 5 4 12 Year ended 31 December 2012 No. 3 6 4 13 26 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 5. Taxation No corporation tax charge has been incorporated into the consolidated accounts for the periods ended 31 December 2013 or 31 December 2012 due to the availability of tax losses. Profit on ordinary activities before tax Profit on ordinary activities by rate of tax (28%) Expenses not deductible for taxation purposes Carried forward taxable losses Utilisation of brought forward tax losses Tax on profit on ordinary activities Year ended 31 December 2013 £000 20 6 14 - (20) - Year ended 31 December 2012 £000 5 1 14 - (15) - Deferred tax asset The Group has an unprovided deferred tax asset relating to carried forward taxable losses of approximately £650,000 (2012: £675,000). This asset has not been recognised in the accounts due to uncertainty of the timing of future taxable profits against which it can be utilised. 6. Earnings per share The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period. The calculation of diluted earnings per share is based on profit attributable to ordinary shareholders and the weighted average number of ordinary shares that would be in issue, assuming conversion of all dilutive potential ordinary shares into ordinary shares. Reconciliation of the weighted average number of shares used in the calculations are set out below: Basic earnings per share Reported profit (£000) Reported earnings per share (pence) Weighted average number of ordinary shares: Opening balance Effect of share placing during the year Weighted average number of ordinary shares The diluted earnings per share is the same as the basic earnings per share. Year ended 31 December 2013 20 0.00 Year ended 31 December 2013 No. 445,486,234 - 445,486,234 Year ended 31 December 2012 5 0.00 Year ended 31 December 2012 No. 445,486,234 - 445,486,234 crimson tide plc - annual report 2013 27 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 7. Intangible assets Group Cost At 1 January 2012 Additions: Mobile data applications development cost Less Research and Development Grant At 31 December 2012 Additions: Mobile data applications development cost Less Research and Development Grant At 31 December 2013 Impairment and amortisation At 1 January 2012 Charge for year At 31 December 2012 Charge for year At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 At 1 January 2012 Group development expenditure £000 Goodwill £000 988 - - 988 - - 988 (190) - (190) - (190) 798 798 798 366 219 (43) 542 162 (15) 689 (106) (55) (161) (102) (263) 426 381 260 Total £000 1,354 219 (43) 1,530 162 (15) 1,677 (296) (55) (351) (102) (453) 1,224 1,179 1,058 Goodwill can be further analysed by cash generating unit the recoverable amount of each has been assessed based on estimated value in use. Cost Less impairment Carrying amount Crimson Tide (IE) Ltd (Healthcare) £000 Crimson Tide Mpro Ltd (Mobile sols.) £000 400 - 400 280 - 280 Callog Ltd (Telecoms) £000 308 (190) 118 Total £000 988 (190) 798 Management prudently assess value in use by estimating the cashflows each unit is expected to generate in the next four years based on current levels of business activity, reducing over time if appropriate, discounted at 8% p.a. No growth is forecast for the purposes of these calculations. 28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 8. Equipment, fixtures and fittings Group Cost At 1 January 2012 Additions Disposals At 31 December 2012 Additions Disposals At 31 December 2013 Depreciation At 1 January 2012 Charge for year Disposals At 31 December 2012 Charge for year Disposals At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 At 1 January 2012 Office and computer equipment £000 PDA, tablet & smartphone equipment £000 Fixtures and fittings £000 58 3 (9) 52 9 (22) 39 (38) (7) 9 (36) (6) 22 (20) 19 16 20 473 68 (54) 487 269 (66) 690 (164) (108) 49 (223) (143) 66 (300) 390 264 309 - 20 5 - 25 - - 25 (12) (3) - (15) (2) - (17) 8 10 8 Total £000 551 76 (63) 564 278 (88) 754 (214) (118) 58 (274) (151) 88 (337) 417 290 337 Included within the net book value of £417,000 is £9,000 (2012: £12,000) relating to computer equipment held under finance lease agreements. The depreciation charge to the financial statements in the year in respect of such computer equipment amounted to £5,000 (2012: £5,000). There is no material difference between the value of the minimum lease payments and their net present value. crimson tide plc - annual report 2013 29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 8. Equipment, fixtures and fittings (continued) Company Cost At 1 January 2012 Disposals At 31 December 2012 Additions/Disposals At 31 December 2013 Depreciation At 1 January 2012 Charge for year Disposals At 31 December 2012 Charge for year At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 At 1 January 2012 9. Investments Fixtures & Fittings Total £000 17 (17) - - - (17) - 17 - - - - - - Company The Company is the holding company of the Group. The following table shows details of the Company’s subsidiary undertakings at 31 December 2013. Each of these companies is wholly owned by Crimson Tide plc, the issued share capital of each is fully paid and each is included in the consolidated accounts of the Group: Name of company Owned directly by Crimson Tide plc Crimson Tide Mpro Limited Crimson Tide Services Limited A. Cohen & Co. (GB) Limited Crimson Tide (IE) Limited A.Cohen (Aust) Pty Limited Owned by Crimson Tide Mpro Limited Moneymotive Limited Owned by Moneymotive Limited Callog Limited Activity Country of incorporation or registration and operation Mobile data solutions Mobile data solutions Non-trading Mobile data solutions Non-trading England and Wales England and Wales England and Wales Ireland Victoria, Australia Non-trading England and Wales Telecoms England and Wales 30 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 9. Investments (continued) Company Cost At 31 December 2012 Additions At 31 December 2013 Provisions At 31 December 2012 Impairment At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 10. Trade and other receivables Group Trade receivables Other receivables Prepayments and accrued income Shares in subsidiary undertakings £000 Trade investments £000 5,297 - 5,297 1,929 - 1,929 3,368 3,368 386 - 386 386 - 386 - - Total £000 5,683 - 5,683 2,315 - 2,315 3,368 3,368 As at 31 December 2013 £000 316 75 105 496 As at 31 December 2012 £000 276 58 179 513 As at 31 December 2013, trade receivables of £59,000 (2012: £131,000) were impaired and fully provided for. The ageing of trade receivables not impaired are as follows: Aged analysis of trade receivables: Age from invoice date < 30 days 30 - 60 days 60 - 90 days > 90 days Movements of the Group provision for impairment of trade receivables are as follows: At 1 January 2012 Receivables collected in year previously provided for Receivables written off during the year as uncollectable Provision for receivables impairment for the year At 31 December 2012 Receivables collected in year previously provided for Receivables written off during the year as uncollectable Provision for receivables impairment for the year At 31 December 2013 As at 31 December 2013 £000 As at 31 December 2012 £000 131 41 21 83 276 247 26 14 29 316 £000 131 (8) (3) 11 131 (4) (89) 21 59 crimson tide plc - annual report 2013 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 Company Amounts recoverable from Group undertakings Other receivables Prepayments and accrued income As at 31 December 2013 £000 1,525 30 7 1,562 As at 31 December 2012 £000 1,523 29 10 1,562 11. Cash and cash equivalents Cash and cash equivalents comprise cash and short-term deposits held by Group companies. The carrying amount of these assets approximates their fair value. 12. Share capital Authorised Ordinary shares: 711,950,842 shares of 1p each (2012: 711,950,842 shares of 1p each) Deferred shares: 15,160,482 shares of 19p each Issued, called up Ordinary shares: 445,486,234 shares of 1p each (2012: 445,486,234 shares of 1p each) Deferred shares: 15,160,482 shares of 19p each As at 31 December 2013 £000 7,120 2,880 10,000 4,455 2,880 7,335 2012 £000 7,120 2,880 10,000 4,455 2,880 7,335 W. H. Ireland Ltd received a warrant to subscribe for up to 3,879,862 Ordinary Shares of 1p as part of their fee for the fund raising completed in October 2010. Date of Grant 29 November 2010 Exercise Price 1.0p Expiry Date 29 November 2013 Number Issued 3,879,862 Exercised in 2013 - Expired in 2103 3,879,862 Number outstanding 31 December 2013 - Share options The Company has granted equity-settled options to some of the Directors and employees under the Company’s Enterprise Management Incentive Scheme (EMI Scheme) and under an unapproved scheme. The share options may not be exercised for two years from date of issue and thereafter, only if the target share price is achieved. 32 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 At 31 December 2013 the following options were outstanding in respect of ordinary shares. Number Exercised Expiry Date Issued in 2013 cancelled Number outstanding at Number exercisable at Expired/ 31 December 31 December 2013 2013 Target share price Exercise Price Date of Grant Issued under EMI scheme 5 February 2007 5 November 2008 5 May 2010 Issued under an unapproved scheme 5 May 2010 2.5p 2.5p 2.5p 1.25p 2.5p 1.5p 1.0p 5 November 2018 1.25p 5 February 2017 11,000,000 7,000,000 5 May 2020 17,500,000 — 3,000,000 — 3,000,000 — 4,500,000 8,000,000 4,000,000 13,000,000 5 May 2020 2,500,000 — — 2,500,000 13. Reserves Group Balance as at 1 January 2012 Profit for the year Translation movement Balance as at 31 December 2012 Profit for the year Proceeds from new shares issued during the year Translation movement Balance as at 31 December 2013 Capital redemption reserve £000 49 - - 49 - - - 49 Company Balance as at 1 January 2012 Loss for the year Balance as at 31 December 2012 Loss for the year Balance as at 31 December 2013 Share premium £000 1,090 - - 1,090 - - - 1,090 Capital redemption reserve £000 49 - 49 - 49 Other reserves £000 436 - (4) 432 - - 3 435 Share premium £000 1,090 - 1,090 - 1,090 Reverse acquisition reserve £000 (5,244) - - (5,244) - - - (5,244) Other reserves £000 337 - 337 - 337 — — — — Retained earnings £000 (1,895) 5 - (1,890) 20 - - (1,870) Retained earnings £000 (3,888) (71) (3,959) (55) (4,014) crimson tide plc - annual report 2013 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 14. Creditors: Amounts falling due within one year As at 31 December 2013 £000 117 - 94 10 40 2 3 197 463 As at 31 December 2012 £000 117 - 67 18 61 6 1 124 394 As at 31 December 2013 £000 117 10 4 25 156 As at 31 December 2012 £000 117 1 4 26 148 Group Bank loans Bank overdraft Trade creditors PAYE and social security VAT Finance lease agreements Other creditors Accruals and deferred income Company Bank loans Trade creditors Amounts owed to Group undertakings Accruals 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 15. Creditors: Amounts falling due after more than one year Group Finance lease agreements Bank Loans Company Bank Loans Maturity of debt Group The loans and finance leases are repayable as follows: Within one year Between one and two years Between two and five years Company The loans and finance leases are repayable as follows: Within one year Between one and two years Between two and five years As at 31 December 2013 £000 1 58 59 As at 31 December 2013 £000 58 As at 31 December 2012 £000 2 175 177 As at 31 December 2012 £000 175 As at 31 December 2013 £000 As at 31 December 2012 £000 119 59 - 178 123 119 58 300 As at 31 December 2013 £000 As at 31 December 2012 £000 117 58 - 175 117 117 58 292 crimson tide plc - annual report 2013 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 16. Operating lease commitments At the period end, total future minimum rental commitments under non-cancellable operating leases were: Group During next year After 1 year but not more than 5 years As at 31 December 2013 £000 22 44 66 As at 31 December 2012 £000 22 66 88 17. Financial Instruments and Risk Management The Group uses a limited number of financial instruments, comprising cash, short-term deposits, loans and bank overdrafts to fund the Group’s operations. The Group has other financial instruments such as trade receivables and payables, that arise directly from operations. The Group does not trade in financial instruments. Trade and other short-term debtors/creditors have been excluded from the following disclosures Group Financial Assets Cash at bank and in hand Financial Liabilities Bank overdraft (maturing on demand) Bank loans As at 31 December 2013 £000 As at 31 December 2013 £000 132 - 175 321 - 292 An analysis of the maturity of the loans is given in note 15. Financial risk factors Exposure to currency, credit, liquidity and interest rate risk arise in the normal course of the Group’s business. The Directors review and agree policies for managing each of these risks to minimise potential adverse effects on the Group’s financial performance. a) Foreign currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the euro. At the end of the year the Group held negligible net monetary assets in foreign currencies. Foreign exchange differences on retranslation of these assets and liabilities are taken to the income statement. b) Credit risk The Group has no significant concentrations of credit risk and has policies in place to ensure that sales are made to customers with an appropriate credit history. Receivables balances are monitored on an ongoing basis and at 31 December 2013 no one customer owes more than 10% of total revenue and the bulk of this has been paid since the year end. As a result the Group’s exposure to bad debts is not significant. The Group is exposed to the loss of future subscription revenues if subscriber customers go into liquidation. At 31 December, 2013, no one customer accounted for more than £942,000 (2012: £148,000) of future contracted revenue. 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED AT 31 DECEMBER 2013 c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Group ensures it has adequate cover through the availability of bank overdraft and loan facilities to satisfy forecast requirements taking into account all known and forecast factors. In May 2012, HSBC provided a loan facility of £350,000 under the Enterprise Finance Guarantee scheme which management believe is adequate to fund the Group’s foreseeable requirements. It should be noted that PDA and smartphone devices are only purchased once a term contract has been signed by the customer. d) Interest rate risk The Group’s policy is to minimise interest rate risk by regularly reviewing and agreeing actions to limit the Group’s exposure to adverse movements in interest rates. Fair value risk factors The net fair values of intangible assets approximate to their carrying value as disclosed in Note H and 7 are regularly assessed. The aggregate net fair values and carrying amounts of all other assets and liabilities, including financial assets and financial liabilities, are disclosed in the Statement of Financial Position and Notes. Operational risk factors The Board considers the key operating risk to be insufficient working capital to fund the planned growth in subscriber numbers. Funding is regularly assessed against forecasts and expected growth rates and managed accordingly to minimise this risk. 18. Related party transactions The interests of the Directors in share options are shown on page 11. Other than the above, no transactions with related parties were undertaken such as are required to be disclosed under International Accounting Standard 24. 19. Profit of the Parent Company As permitted by Section 408 of the Companies Act, the profit and loss account of the parent company is not presented as part of these accounts. The parent company’s loss for the financial year amounted to £54,809 (2012 loss: £70,595). crimson tide plc - annual report 2013 37 COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013 As at 31 December Assets Tangible assets Investments Total non-current assets Trade and other receivables Cash and cash equivalents Total current assets Total Assets Equity and liabilities Share capital Capital redemption reserve Share premium Other Reserves Retained earnings Total equity Trade and other payables Amounts falling due within one year Amounts falling after more than one year Total liabilities Total equity and liabilities Notes 8 9 10 11 12 13 13 13 13 14 15 2013 £000 - 3,368 3,368 1,562 81 1,644 5,011 7,335 49 1,090 337 (4,014) 4,797 156 58 214 5,011 2012 £000 - 3,368 3,368 1,562 245 1,807 5,175 7,335 49 1,090 337 (3,959) 4,852 148 175 323 5,175 The financial statements were approved by the Board of Directors on 23 May 2014 and are subject to the approval of the shareholders at the Annual General Meeting on 27 June 2014 and signed on its behalf by: B R J Whipp Director S K Goodwin Director Company registration number: 0113845 38 COMPANY STATEMENT OF CHANGES IN EQUITY AT 31 DECEMBER 2013 Loss after tax for the year being total recognised income and expense for the year Issue of share capital Total changes in equity Total equity as at 1 January Total equity as at 31 December Year ended 31 December 2013 £000 (55) - (55) 4,852 4,797 Year ended 31 December 2012 £000 (71) - (71) 4,923 4,852 crimson tide plc - annual report 2013 39 COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013 Year ended 31 December Cash flows from operating activities Loss before taxation Increase in trade and other receivables Increase/(decrease) in trade and other payables Interest paid Net cash used in operating activities Cash flows used in investing activities Acquisition of subsidiaries Purchases of fixed assets Interest received Net cash used in investing activities Cashflows from financing activities Interest paid Net (decrease)/increase in borrowings Net cash from financing activities Net (decrease)/increase in cash and cash equivalents Net cash and cash equivalents at beginning of period Net cash and cash equivalents at end of period Analysis of Net Debt Cash and cash equivalents Bank overdraft Other borrowing due within one year Borrowings due after one year Net debt 2013 £000 (55) - 8 17 (30) - - - - (17) (117) (134) (164) 245 81 81 - 81 (117) (58) (94) 2012 £000 (71) (177) (7) 16 (239) - - - - (16) 292 276 37 208 245 245 - 245 (117) (175) (47) 40 OFFICERS AND PROFESSIONAL ADVISERS Board of Directors Secretary Registered office B R J Whipp (Executive Chairman) R S Ager G B Ashley S K Goodwin L A Jeffrey S K Goodwin 10 Orange Street Haymarket London WC2H 7DQ Registered Number 0113845 Bankers Auditors Nominated Adviser and Broker Solicitors HSBC Bank plc 9 Wellesley Road Croydon Surrey CR9 2AA Shipleys LLP 10 Orange Street Haymarket London WC2H 7DQ W H Ireland Ltd 24 Martin Lane London EC4R ODR Gordons Partnership LLP 22 Great James Street London WC1N 3ES Website www.crimsontide.co.uk crimson tide plc - annual report 2013 41 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2014 Annual General Meeting of Crimson Tide plc will be convened at 10 Orange Street, Haymarket, London WC2H 7DQ on 30 June 2014 at 2:30 pm to transact the following business and consider and, if thought fit, pass the following resolutions, each such resolution to be considered as an ordinary resolution. Ordinary Resolutions: 1 To receive the report and accounts of the Company for the year ended 31 December 2013 2 To re-appoint Messrs Shipleys LLP as Auditor and authorise the Directors to fix their remuneration 3 To re-appoint Stephen Goodwin as a Director of the Notes 1 Proxies Any member of the Company entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member. 2 Contracts of Service All Directors’ contracts of service having more than one year’s unexpired term are available for inspection by members at the Company’s registered office during business hours and will be available for inspection at the location of the meeting for the period commencing 15 minutes prior to the commencement of the meeting and ending at the conclusion of the meeting. Company 3 The Company, pursuant to Regulation 41 of the 4 To re-appoint Rowley Ager as a Director of the Company By order of the Board Stephen Goodwin Company Secretary Registered Office 10 Orange Street, London WC2H 7DQ 23 May 2014 Uncertificated Securities Regulations 2001, hereby specifies that only those shareholders registered on the Register of Members of the Company at 2.30 pm on 26 June 2014 shall be entitled to attend or vote at the meeting in respect of shares registered in their name at the time. Changes to entries on the relevant Register of Members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in any enactment, the articles of association of the Company or other instrument to the contrary. 4 The Company, pursuant to Regulation 41(3) of the Uncertificated Securities Regulations 2001, hereby gives notice of its determination that only those shareholders registered on the Register of Members of the Company at the close of business on the date of this notice shall be entitled to receive notice of this meeting. 42 FORM OF PROXY Crimson Tide plc (“Crimson Tide” or “the Company”) Annual General Meeting on 30 June 2014 at 2.30 pm I/We (name in full) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . hereby appoint the Chairman of the Meeting or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (delete as appropriate) as my/our proxy to attend, to speak and to vote in respect of the shares registered in my/our name(s) at the Annual General Meeting of Crimson Tide plc to be held on 30 June 2014 and at any adjournment thereof. I/we direct my/our proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an ‘X’. RESOLUTION 1 To approve accounts for year ended 31 December 2013 2 To re-appoint Shipleys LLP as auditors 3 To re-appoint S. K. Goodwin as director 4 To re-appoint R. S. Ager as director FOR AGAINST ABSTENTION Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes on completion: 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. 2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. 3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted in the space, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. 5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. To appoint a proxy using this form, the form must be: • completed and signed; • sent or delivered to Company Secretary; and • received no later than 26 June 2014 at 2.30 pm. 6. 7. If your shares are held through CREST, you may use the CREST electronic proxy appointment service. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be 9. included with the proxy form. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 12. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, a proxy may vote or abstain from voting at his or her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. crimson tide plc - annual report 2013 43 Second fold The Company Secretary Crimson Tide plc Heathervale House Vale Avenue Tunbridge Wells TN1 1DJ Third fold Please Affix Stamp Here l d o f t s r i F 44 crimson tide plc - annual report 2013 NOTES Crimson Tide plc Registered in England No. 0113845 Our registered office: 10 Orange Street, London, WC2H 7DQ UK office: Heathervale House, Vale Road, Royal Tunbridge Wells, Kent, TN1 1DJ Telephone: 01892 542444 Fax: 01892 510441 General email address: info@crimsontide.co.uk Ireland office: Citywest Business Centre, 3013 Lake Drive, Citywest Campus, Dublin 24 Telephone: +353 (0) 1 4693728 Fax: +353 (0) 1 4693115 General email address: info@crimsontide.ie Web www.crimsontide.co.uk