Eckoh plc
Annual Report 2012

Plain-text annual report

annual report 2012 annual report 2012 1 Contents Overview Highlights of the Year Chairman’s Statement Business Review Board of Directors Directors’ Report Corporate Governance Market Drivers for Evolving Services How Eckoh is Adapting to Market Demands and Customer Needs Our Technology What our Clients Think 04 06 07 08 20 22 30 34 36 41 42 Directors’ Responsibilities 44 Audit Report for Eckoh plc Consolidated Financial Statements Notes to the Financial Statements Company Financial Statements Notes to the Company Financial Statements Shareholder Information 45 46 50 75 76 82 £10m 10.4 Financial Highlights £8m £6m £4m £2m 0 9.0 7.9 6.7 6.4 5.7 Up 15% Up 18% Up 77% Up 68% Up 65% Up £0.7m 1.1 0.6 2.1 1.5 1.2 0.9 2012 Revenue 2011 2012 Gross Profit 2011 2012 2011 Operating Profit 2012 EBITDA 2011 2012 Cash Generation 2011 2012 Cash 2011 2 annual report 2012 annual report 2012 3 Overview Eckoh is the UK’s leading provider of speech recognition and associated payment solutions, across voice, web and mobile channels. Our sophisticated technology enables payments, transactions and enquiries to be processed without the need for a customer to speak to a contact centre agent. This signifi cantly reduces our client’s operational costs, and frees up their agents to deal with more complex enquiries. Eckoh is the largest provider of such hosted services in the UK with the infrastructure and scalability to handle up to 6,000 calls simultaneously. This means that calls will always be answered no matter how unpredictable the circumstances. Eckoh is a Payment Card Industry Data Security Standards (PCI DSS) level one compliant service provider, annually processing over £250 million in card payments. Across the voice, web and mobile channels Eckoh processes around 30 million transactions a year. Our Clients Eckoh clients are large companies or organisations who receive a high volume of customer enquiries that are typically handled by a live contact centre. They generally contract with us for an initial three year period. Once the value of the service has been proven it is usual for the contract to be extended, ensuring an excellent client retention level. The contractual arrangements usually involve a usage commitment based upon calls, minutes or transactions. This provides us with a regular and predictable level of revenue across the duration of the contract. Call and transactional volumes and fi xed monthly fees represented 87% of Group revenue for 2010/11 and gives excellent visibility on forecasted income. Our clients include: Typical applications include:  Intelligent call routing  Customer identifi cation  Real-time information  Bill and account payment  Ticket booking  Product purchase  Membership services  Subscription and renewals  Balance enquiry  Delivery tracking  Fulfi lment  Service outage notifi cations Utilities  Bristol Water  Bournemouth Water  D ^wr Cymru Welsh Water  Northumbrian Water  Power NI  United Utilities  Utilita  Veolia Water  Wessex Water Travel  Addison Lee  BAA  Gatwick Airport  National Rail Enquiries  Transport for London Financial Services  Barclays  London Stock Exchange  RCI Financial Services  TD Waterhouse  VF Services  Paratus AMC Outsourcing and distribution  IPSOS MORI  Orbital Response  Parcelforce Worldwide  Royal Mail  Rentokil Telecoms  BT  O2  Resilient Networks  Serco  Telecom Express Public Sector  Central Offi ce of Information  Defra - Rural Payments Agency  Essex County Council  Ministry of Justice Leisure and Media  Premier Inn  Vue  William Hill  Comic Relief Retail  Electrolux  Ideal Shopping Direct  Lead the Good Life  Ten Pin  The Garden Centre Group 4 4 annual report 2012 annual report 2012 annual report 2012 5 Chairman’s Statement I am delighted to be able to report on a further year of excellent progress for Eckoh. In the 2011/12 fi nancial year, we have seen a fourth successive year of double digit revenue and margin growth with revenue breaking through the £10m barrier. Much of this top line growth has translated into increased profi tability with the operating profi t of the business increasing from £0.6m to £1.1m. Pleasingly, this improved fi nancial performance has been achieved whilst still investing in the business to enable the growth seen in recent years to continue into future periods. Last year we reported that amongst our key strategic goals was an expansion of our indirect sales channels and to continue to develop innovative new products to maintain our market leading position. We have made signifi cant progress in both areas. In October 2011, we announced that we have renewed our long term partnership with BT until 2014 and have since announced other collaborations with Servebase Global Payment Solutions and Azzurri Communications. The latter has already resulted in a contract with Essex County Council, our fi rst in the local authority sector. We are in discussions with a number of other organisations about similar collaborative arrangements as the value of the services we supply is increasingly being recognised by other parties. This year we launched two products - EckohPROTECT and EckohASSIST. EckohPROTECT enables contact centre agents to process credit card payments from callers without being made aware of their card details. EckohASSIST uses natural language speech technology to identify how to best route calls within an organisation removing the need for a caller to navigate cumbersome menus. We believe these products will be key drivers for further growth in the year ahead. The Board has encouraged the management team to recruit high quality members of staff into key new roles and to promote a number of high performing individuals within the organisation. This has included the creation of a team within the business that specialises in developing smartphone applications that complement existing services over voice and web channels. This growth in headcount, combined with a lack of meeting space for client meetings, has led us to increase capacity within our offi ce space and lease an additional fl oor at our existing Hemel Hempstead offi ce. Chris Batterham Chairman This increased headcount will better equip us to deal with an ongoing increase in demand for services from clients. It will also promote an environment of innovation within the business to broaden our technology capabilities and to take it into new markets. The strong growth in operating profi t and cash fl ow has enabled us to propose a signifi cantly increased dividend of 0.2 pence per share (FY11: 0.1 pence per share) enabling long standing shareholders to see a return on the investment that they have made. We will be working hard to ensure that this trend continues. The quality of the solutions provided by Eckoh is directly related to the high level of expertise within our development team and the accomplished way that those services are then supported by the rest of the company. The excellence and diligence of the employees at Eckoh has continued to deliver the sustained growth and progress that the business has experienced, and it is particularly pleasing to see the high level of incremental sales into our existing customer base. I would like to take this opportunity to thank our staff for all their efforts and continued commitment to the Company. Going into 2012/13 with a portfolio of blue chip clients contracted for signifi cant periods and a product set which meets increasing demand in the market leads the Board to be optimistic that the progress made in recent years will continue into the future. Highlights of the Year Financial Highlights: • Revenue from continuing operations up 15% to £10.4m (FY11: £9.0m) - 87% of FY12 revenue is of a recurring nature • Gross profi t from continuing operations up 18% to £7.9m (FY11: £6.7m) - Gross margin increased to 76% (FY11: 74%) • Operating profi t increased by 77% to £1.1m (FY11: £0.6m) • EBITDA* increased by 68% to £2.1m (FY11: £1.2m) • Cash generated from operating activities increased by 65% to £1.5m (FY11: £0.9m) • Strong debt free fi nancial position with a cash and short term investment balance up to £6.4m (FY11: £5.7m) • Deferred tax asset of £1.3m recognised • Basic EPS of 1.29p (FY11: loss of 0.12p) • The Board recommends a full year dividend of 0.2 pence per share for the year ended 31 March 2012 (FY11: 0.1 pence per share) “ Operating profi t increased by 77% to £1.1m (FY11: £0.6m). ” Operational Highlights: Current Trading: • Contract win with Transport for London for EckohASSIST • Strong new customer traction during the period. Contract wins include: the Legal Services Commission, GEOAmey, IPSOS MORI, Luxup, Orbital Marketing Services Group and Tenpin • Strategic relationship with BT renewed for a further three years • Additional sales channel partner agreements signed with Azzurri Communications and a global payment service provider • Successfully passed fi rst annual audit of compliance with the Payment Card Industry Data Security Standards (PCI DSS) • • First contract win with a local authority, Essex County Council £2.2m contract renewal with global fi nancial services organisation • Payment solution contract wins with Paratus AMC, Sembcorp Bournemouth Water Limited, Bristol Water and Wessex Water • Contract renewal with National Rail Enquiries • EckohASSIST and EckohPROTECT emerging as leading products within the product range * EBITDA is the profi t before tax adjusted for depreciation, amortisation, fi nance income and fi nance expense 6 annual report 2012 annual report 2012 annual report 2012 7 7 Business Review Introduction The 2011/12 fi nancial year has been one of signifi cant progress for the Group both strategically and operationally. Demand for our solutions is at an all-time high with the public and private sector examining ways to minimise their cost base whilst refusing to compromise customer service. Alongside our operational progress we have embarked on a strategic investment programme for the business that is designed to ensure our current growth is sustained over a prolonged period and that our scale is suffi cient to meet the demands of our expanding client base. Inspired by the introduction of services such as Apple’s Siri, Samsung’s S Voice and Nuance’s Dragon Go, corporate interest and demand for voice-enabled services has increased signifi cantly, creating a market opportunity that spans phones, tablets, PCs and a host of other devices. As a result of these initiatives in the speech sector by companies such as Nuance, Apple, Google, Microsoft and Samsung we have witnessed a positive reassessment and popularisation of speech technology and the business benefi ts it can deliver. The surge in appetite for devices that understand the spoken word is being similarly refl ected in an increased demand for the types of business process solutions using speech recognition that Eckoh provides. The evolution of our EckohASSIST and EckohPAY products and the development of our mobile offering are testament to this heightened interest surrounding speech. Operational Review In 2011, we highlighted a number of strategic initiatives designed to accelerate the growth of our business. These were to:  Expand our indirect sales channels to broaden our customer reach  Continue to innovate through new product development to maintain our market leading position  Offer alternative ways of providing our solutions to our clients (e.g. hosted, ‘bunkered’, premises based), to increase sales from fi nancial services and public sector  Increase incremental sales from our existing customer base by expanding the range of multi-channel services; and  Maximise our level one PCI DSS status and EckohPAY product We have made signifi cant progress on all these goals over the last 12 months which will continue to form the cornerstone of growth across our business in the medium term. “ Demand for our solutions is at an all-time high with the public and private sector examining ways to minimise their cost base whilst refusing to compromise customer service. ” 8 annual report 2012 annual report 2012 annual report 2012 9 9 Business Review Expansion of Indirect Sales Channels In October 2011 we announced the extension of our strategic relationship with BT for a further three years to 2014. Our mutually exclusive relationship with BT dates back to 2003 and helped establish Eckoh as the market leader in the provision of hosted speech solutions. Over time it became evident that this exclusive relationship was potentially preventing other organisations collaborating with Eckoh and therefore the new contract is on a non-exclusive basis enabling the Group to extend our sales channel by collaborating with new potential partners. Since our interim results we have signed formal agreements with Azzurri Communications and a global payment service provider. We are in active discussions with a number of other potential partners and we expect to announce further collaborations in the year ahead, which we anticipate will serve to accelerate our sales growth. We have recently announced the fi rst new contract won alongside Azzurri, which will see Eckoh develop and implement a hosted speech recognition solution across Essex County Council’s customer service operations. The agreement was secured through a formal tender process and represents the fi rst implementation of Eckoh’s speech technology by a local authority. The Council provides services for 1.4 million people and is one of the largest local authorities in the UK. The fi rst phase of the solution, which is based on a variety of Eckoh’s products including EckohLOCATE, EckohID and EckohSURVEY, began at the beginning of April 2012. The core focus of this service will be to reduce call waiting times, thus freeing up agents to deal with more complex enquiries and achieve signifi cant cost savings. Innovate Through New Product Development We have continued to develop our product range throughout the year, but we are particularly excited about the prospects for EckohPROTECT and EckohASSIST, both of which were launched during the period. EckohPROTECT is a payments solution targeting organisations that are processing card payments over the phone. Unlike the EckohPAY product the contact centre agent remains on the phone with the caller throughout the process asking them to key in their credit card details where required. Companies are increasingly under pressure to fi nd ways of processing card payments in a manner which is compliant with the Payment Card Industry Data Security Standards (PCI DSS) and this pressure is driving up the number of sales opportunities for Eckoh’s payment solutions. Implementing EckohPROTECT or EckohPAY makes it much more straightforward for organisations to be compliant with PCI DSS standards and the model that Eckoh offers makes this a very effi cient way of achieving compliance both quickly and economically. EckohASSIST is a product which ensures that caller’s requirements are understood immediately, so that they are provided with the correct information or are connected to the appropriate contact centre agent on the fi rst attempt. Organisations waste large amounts of money because calls are routed incorrectly which also negatively impacts customer satisfaction. The product enables all inbound calls to be answered with an automated greeting that simply asks the caller “How can I help you?” and allows them to reply in a completely natural manner. EckohASSIST works by utilising the speech recognition technology alongside a complex statistical engine to determine what the caller requires and how the call should be handled. This could result in the call being routed through to a particular skills group within a contact centre, being passed to an automated service or having an application launch on a mobile device. On the minority of occasions when it is diffi cult to confi rm their requirement automatically, the caller’s spoken audio is streamed to a ‘hidden’ contact centre agent who can classify the call manually and assist the service. Because each call processed increments the statistical engine, over time the success rate of the automation will increase. Transport for London has over 30 different contact telephone numbers and research has shown that on some numbers up to 40% of callers are misdirected. Eckoh won the contract to provide TFL with EckohASSIST in October 2011 and the fi rst phase of the service went live in April 2012. It is anticipated that by using EckohASSIST the number of misrouted calls will be reduced by over 75%, which will save a minimum of £0.5m per annum. It will also ultimately allow TFL to remove the large number of phone numbers in circulation and promote a single telephone number, which will reduce marketing expense and improve public awareness. 10 annual report 2012 annual report 2012 annual report 2012 11 11 Business Review Provide Alternative Ways of Providing Solutions to Clients Expanding the Range of Multi-channel Services A key development over the past year has been the extended reach of the Eckoh telephony platform. The platform, which is located in secure data centres in the UK, has managed calls delivered to it from throughout Europe since 2009, but this year has begun receiving calls from all over the world. The announcement of the renewal of our multi-million pound contract with a global fi nancial services company highlighted that we are now terminating calls from Australia and New Zealand and we expect further territories to be added over the coming period. We also expect through this extended agreement to work on a number of speech applications covering a wide range of geographies. In anticipation of these developments we have added an additional 1,000 Nuance speech recognition licences and have expanded our licence agreement with Nuance to include all the global languages that they support. This provides a hosted speech capacity and capability that we believe is unrivalled in the UK and Europe. Whilst we believe that the majority of interactions between clients and their customers will continue to remain over the voice channel, we recognise that it is important that we have capabilities in other channels. We have been providing services over the web and through SMS for a number of years, but this year we have added to that capability by recruiting a development team to deliver smartphone applications. This is initially a small team but the applications we have already sold to clients have enabled it to become self-funding and we are anticipating further growth in the year ahead. The initial focus has been to develop solutions that are complementary to the services that Eckoh already provides in other channels. In particular, smartphone payment applications have been added to EckohPAY and these have already been successfully sold to existing clients. As an example, Power NI (formerly NIE Energy) who have been processing IVR and web payments through Eckoh for a number of years, launched iPhone and Android payment apps in the Autumn of 2011. Within months there had been over 10,000 downloads of the apps and around 12% of all payments were being made through this channel. We have been particularly successful in the 2011/12 year at upselling additional services to our existing client base. Many of these clients have been working with Eckoh for a number of years and we are viewed as a trusted supplier. We have implemented quarterly service reviews with all clients to evaluate the services we provide, update them on new offerings and review what we are doing for other organisations. This has increased awareness of our capabilities and seen large amounts of incremental revenues coming through from the existing client base. Critically, for this up-sales process we continue to renew agreements with our most important clients and our churn rate in overall terms remains extremely low. In addition to the global fi nancial service organisation highlighted earlier, other renewals have included Addison Lee, National Rail Enquiries and a leading UK logistics organisation. “ We have been particularly successful in the 2011/12 year at upselling additional services to our existing client base. ” 12 12 annual report 2012 annual report 2012 annual report 2012 13 Business Review Maximise PCI Level One PCI DSS Status We announced in November 2011 that we had maintained our status as a Payment Card Industry Data Security Standard (PCI DSS) Level One Service Provider. This accreditation forms the basis for our proposition in the payment sector with the promotion of the EckohPAY and EckohPROTECT products. During the period and in the fi rst quarter of this year we have won a number of new contracts with organisations where taking secure card payments have been the initial business driver for the agreement. These include the Legal Services Commission, GEOAmey, Orbital Marketing Services Group, Sembcorp Bournemouth Water, Bristol Water and Wessex Water. We have also recently signed a new agreement for EckohPAY with Paratus AMC. It is frequently the case, however, that whilst taking PCI DSS compliant card payments may be the key part of the solution, Eckoh also delivers other speech-enabled services over time. Where these services do not form part of an initial solution, there is an on-going opportunity to upsell them through the quarterly service reviews. Payment contracts are typically three years in length and generally there are minimum levels of card payment transactions guaranteed by the client as part of the agreement. The service is charged on a per transaction basis with usually a modest set-up fee paid at the outset of the contract. We believe that our proposition in the payment sector, particularly with the addition of EckohPROTECT to our product range, will continue to be a large growth area in the years ahead. Current Trading The new fi nancial year has started extremely positively with a number of new contracts and renewals being secured. In recent weeks the Company has made the following announcements:  Renewal of our most valuable contract with a global fi nancial services company until at least 2014  Renewal of the contract with National Rail Enquiries until 2014  Contract win alongside Azzurri to provide a range of services to Essex County Council (this fi rst win with a council is signifi cant as it provides a reference site for a other opportunities arising within this sector)  A three year contract to provide payment services to Paratus AMC  Further contract wins in the water utility sector with Sembcorp Bournemouth Water, Bristol Water and Wessex Water  A partnership agreement with a global payment services provider  The EckohASSIST service going live with Transport for London We are currently recruiting in a number of key areas in order to meet the level of new business queries we have witnessed across our business. We are particularly buoyed by the response from our EckohASSIST and EckohPROTECT products, and we believe these two initiatives will be at the centre of our growth. We continue to look to develop our partner network and direct sales and marketing effort in order to enable us to maximise the opportunity that we believe currently exists across the broader market. Outlook The Board remains confi dent that the Company is well positioned to continue its trend of growth seen in recent years. Our key drivers for growth will continue to be determined by the need for organisations to reduce their cost base and process card payments in a way that complies with Payment Card Industry Data Security Standards. The EckohPROTECT and EckohASSIST products have been designed to specifi cally meet these demands and form the basis of our on-going strategic growth initiatives. The Board are continuing with a progressive dividend policy and will make a payment of 0.2p per share following anticipated approval at the AGM. Eckoh has made a strong start to the current fi nancial year and we remain confi dent that trading will continue in line with market expectations. 14 14 annual report 2012 annual report 2012 15 Financial Review Revenue and Margin We are pleased to report that 2011/12 is the fourth successive year that Eckoh has reported double digit growth in revenue and margin. Revenue increased by 15% to £10.4m (FY11: £9.0m) while margin increased by 18% to £7.9m (FY11: £6.7m). The gross margin achieved on revenues continues to increase steadily from 74% in the previous year to 76% in this most recent fi nancial year. 87% of the revenue recognised in the 2011/12 fi nancial year is of a recurring nature which provides excellent earnings visibility. We expend a great deal of effort ensuring that our clients are provided with the highest level of service so that renewal rates following the expiry of an initial contract term are extremely good. Securing these clients over long periods means that our growth rates are determined by our ability to win new business. This new business may be won by fi nding new clients but is also supplemented by our ability to upsell additional services to our existing client base. The development of a strong product set has made the upselling of additional services somewhat simpler with a large proportion of current clients paying for new services or enhancements to existing services. “ 87% of the revenue recognised in the 2011/12 fi nancial year is of a recurring nature which provides excellent earnings visibility. ” 16 annual report 2012 annual report 2012 17 17 “ In the 2011/12 fi nancial year, we have seen a fourth successive year of double digit revenue and margin growth. ” Financial Review Profi tability Measures The table below demonstrates that the growth in revenue seen in recent years has translated into signifi cant increases in profi tability. Since the 2008/9 fi nancial year, margin has increased by 85% to £7.9m, an increase of £3.6m. Over the same period, the administrative expenses (adjusted for non-recurring items) have increased by only £1.6m, leading to a £2m increase in operating profi t from a loss of £0.9m to a profi t of £1.1m. Administrative expenses increased by 12% in the most recent fi nancial year from £6.0m to £6.8m. This increase is directly attributed to our planned investment programme as we look to put in place the necessary infrastructure and systems capable of supporting our future revenue and profi t growth. We have added strategic headcount in key areas and therefore expanded our Hemel Hempstead offi ce to accommodate this growth. At the same time, we have been gradually expanding the size of the VoiceXML telephony platform, embracing the most up-to-date technology available, leading to additional support costs. The business continues to enjoy the benefi ts of excellent operational gearing and we would expect the growth in revenue and margin to continue to comfortably outstrip any on-going increase in administrative expenses, thereby improving profi ts. Other measures of profi tability continue to see a very positive trend with a 68% increase in EBITDA from £1.2m to £2.1m. Again, this follows a trend of growth seen in recent years. This has led to good levels of cash generation with cash generated from operating activities increasing by 31% from £1.2m to £1.6m. “ The business continues to enjoy the benefi ts of excellent operational gearing and we would expect the growth in revenue and margin to also continue. ” Turnover Gross profi t Administrative Expenses Non Recurring Administrative Expenses Adjusted* Administrative Expenses Operating profi t / (loss) Adjusted* Operating profi t / (loss) *excludes non recurring administrative expenses Year ended 31 March 2012 Year ended 31 March 2011 Year ended 31 March 2010 Year ended 31 March 2009 £’000 10,392 7,895 6,788 - 6,788 1,107 1,107 £’000 9,003 6,663 6,036 - 6,036 627 627 £’000 7,923 5,697 6,231 (653) 5,578 (534) 119 £’000 6,674 4,279 6,034 (811) 5,223 (1,755) (944) Profi t before tax Amortisation of intangible assets Depreciation Net interest receivable EBITDA 2012 £’000 1,256 349 505 (49) 2,061 2011 £’000 (615) 290 446 1,104 1,225 2010 £’000 (197) 157 529 (337) 152 2009 £’000 (1,373) 121 474 (382) (1,160) Statement of Financial Position The statement of fi nancial position remains debt free with a cash and short term investment balance at 31 March 2012 of £6.4m (31 March 2011: £5.7m) despite a dividend of £0.2m being paid to shareholders during the year. The statement was further strengthened by the recognition of a deferred tax asset during the year of £1.3m. This asset refl ects the amount of losses forecasted to be consumed by the profi ts of the company over the three coming fi nancial years. There is a further £3.2m of deferred tax assets which have yet to be recognised on the statement of fi nancial position. 18 18 annual report 2012 annual report 2012 annual report 2012 annual report 2012 19 19 Board of Directors Adam Moloney Nik Philpot Chris Batterham Nik Philpot Chief Executive Offi cer Nik joined the Board in February 1999, appointed COO and Deputy CEO in September 2001 and appointed CEO in September 2006. Nik was a co-founder of Symphony Telecom and formerly worked for British Telecom. As a founder of Eckoh he has created the UK’s largest provider of customer service solutions using speech recognition for the contact centre industry. Nik has 25 years experience in the voice services industry. “ The Board remains confi dent that the Company is well positioned to continue its trend of growth seen in recent years. ” Clive Ansell Chris Batterham Non-executive Chairman Adam Moloney Group Finance Director Clive Ansell Non-executive Director Chris qualifi ed as an accountant with Arthur Andersen and has signifi cant experience in the technology based business environment, including the fl otation of Unipalm on the London Stock Exchange. Currently on the boards of a number of companies including SDL plc, Iomart plc and Offi ce2Offi ce plc, Chris brings a wealth of experience in the strategic development of companies in the IT sector. Adam has been Finance Director at Eckoh for 8 years and has seen the Group through a period of continuous change over that time. Prior to joining the company in 2003 he worked in senior fi nancial roles for a number of organisations and immediately prior to joining Eckoh, was Manager of Finance & Operations for the UK arm of New York based IT hardware reseller, Resilien Inc. Clive joined the Board in July 2009 and is currently the CEO of Tribal Technology at Tribal Group plc. Formerly, he had held several senior executive and strategic roles at BT, worked as a strategic consultant to the Board of Royal Mail, spent three years as an executive board director of Japan Telecom, and led major M&A projects in the US. Clive is an Oxford graduate, a patron of Crimestoppers and sits on the boards of a number of charities and business representative groups. 20 20 annual report 2012 annual report 2012 annual report 2012 21 Directors’ Report The Directors of Eckoh plc present their annual report, together with the audited financial statements of the Company and the Group for the year ended 31 March 2012. Principal Activity The principal activity of Eckoh plc and its subsidiary undertakings (“the Group”) is the provision of speech recognition services and outsourced automated solutions for customer contact centres. The Chairman’s Statement (page 7) and the Business Review (pages 8 to 19) report on the progress made in the financial year under review. The principal subsidiary undertakings are listed on page 66. Post Balance Sheet Events Annual General Meeting Directors’ Interests Post year end the Directors are recommending a dividend for the year of 0.2 pence per share that will be paid on 21 September 2012 to shareholders on the register at 24 August 2012, subject to approval at the Company’s Annual General Meeting on 15 August 2012. Based on the shares in issue at the year end, this payment would amount to £0.4m. The next Annual General Meeting of the Company will be held at 11:00 on 15 August 2012. Details of the business to be proposed at the Annual General Meeting are contained within the Notice of Meeting, which accompanies this Report. Directors The interests of the Directors in the share capital of the Company and their options in respect of shares in the Company are shown below. No Director has had any material interest in a contract of significance (other than service contracts) with the Company or with any subsidiary company during the year. Research and Development The current Directors of the Company are shown on page 20. Directors’ Interests in Shares The Group capitalised £0.1m (2011: £0.3m) of development expenditure during the year. The majority of this cost arose from the effort required to develop the product range along with enhancements to client services. The articles of association require that at the Annual General Meeting one third, or as near as possible, of the Directors will retire by rotation. N B Philpot will retire by rotation and puts himself forward for re-election at the Annual General Meeting. The interests, all of which are beneficial, of the Directors (and their immediate families) in the share capital of the Company are set out below: Results and Dividends Financial Instruments The audited financial statements and related notes for the year ended 31 March 2012 are set out on pages 46 to 74. The Group’s profit for the year is set out in the Consolidated statement of comprehensive income on page 46. The Group’s financial risk management is discussed in note 3. The Directors’ regularly assess the Group’s key commercial risks, which are considered to be the competitive market sector and the stability of the infrastructure which supports the Group’s products and services. Commercial risks are managed through the introduction of new products and services and by maintaining high levels of customer service. Infrastructure stability is managed through 24 hour technical monitoring and an approach to continuous improvements of the operations of the Group. The financial instruments of the Group are set out in the notes to the financial statements on pages 50 to 74. Please refer to note 2 for a summary of principal accounting policies; to note 3 for the Group’s financial risk management policies in relation to liquidity risk or cash flow risk, interest rate risk and foreign currency risk, as well as capital management; to note 17 for credit risk and loans and other receivables; to note 18 for short-term investments; to note 19 for cash and cash equivalents and to note 20 for trade and other payables. Related Party Transactions are disclosed in note 25. The significant accounting policies applied to the financial statements are included within note 2. N B Philpot (i) A P Moloney C M Batterham Notes: 11 June 2012 Ordinary shares of 0.25 pence each 3,052,000 135,000 750,000 31 March 2012 Ordinary shares of 0.25 pence each 3,052,000 135,000 750,000 1 April 2011 Ordinary shares of 0.25 pence each 2,902,000 135,000 750,000 (i) N B Philpot’s spouse is the beneficial owner of 80,000 shares which are included above. 22 22 annual report 2012 annual report 2012 annual report 2012 annual report 2012 23 23 In addition, the Executive Directors have been granted an award of Performance Units (“Units”) subject to the rules of the LTIP on 30 June 2010 from a total of 1,000 Units available to the participants of the LTIP as follows; N B Philpot A P Moloney Number of Units Percentage of options allocated 500 250 50% 25% Units have no value at grant, but on a change of control of the Company and the achievement of a minimum share price target, Units will convert to a pre-determined number of nil-cost options. The value of the options will be calculated depending on the value obtained for shareholders in excess of the minimum share price target. Directors’ Report Directors’ Share Options The Directors’ interests in share options are shown in the following table: At 31 March 2012 (number) Granted in year (number) Lapsed in year (number) Note N B Philpot A P Moloney b a b b c b b d d e e e e a b c b b d e e e e 3,000,000 380,710 337,702 1,000,000 800,000 200,000 1,000,000 3,000,000 150,000 380,643 380,643 247,000 247,000 250,000 750,000 900,000 100,000 1,000,000 1,846,153 238,020 238,020 167,200 167,200 - - - - - - - - - - - 247,000 247,000 - - - - - - - - 167,200 167,200 - - - - - - - - - - - - - - - - - - - - - - - At 1 April 2011 (number) 3,000,000 380,710 337,702 1,000,000 800,000 200,000 1,000,000 3,000,000 150,000 380,643 380,643 - - 250,000 750,000 900,000 100,000 1,000,000 1,846,153 238,020 238,020 - - Exercise price (pence) Earliest date for exercise Latest date for exercise 6.50 7.88 7.88 8.75 8.75 8.75 5.13 0.25 0.25 0.00 0.00 0.00 0.00 8.50 8.75 8.75 8.75 5.13 0.25 0.00 0.00 0.00 0.00 27.06.05 07.10.07 07.10.07 13.09.08 31.07.10 31.07.10 05.03.13 30.06.13 30.06.13 30.06.12 30.06.13 30.06.13 30.06.14 28.02.08 13.09.08 31.07.10 31.07.10 05.03.13 30.06.13 30.06.12 30.06.13 30.06.13 30.06.14 27.06.12 07.10.14 07.10.14 13.09.15 31.07.17 31.07.17 05.03.20 30.06.20 30.06.20 30.06.21 30.06.21 30.06.22 30.06.22 28.02.15 13.09.15 31.07.17 31.07.17 05.03.20 30.06.20 30.06.21 30.06.21 30.06.22 30.06.22 The information contained in this table has been audited. Notes: a. Granted under the Inland Revenue approved Appendix to the Eckoh plc Share Option Scheme (1999). The performance target attaching to these options is that the closing price of a share, on any day following the third anniversary of the date of grant, must be greater than the exercise price of the Option by RPI plus 15%. b. Granted under the Eckoh plc Share Option Scheme (1999) but not qualifying for Inland Revenue approval. The performance target attaching to these options is that the closing price of a share, on any day following the third anniversary of the date of grant, must be greater than the exercise price of the Option by RPI plus 15%. c. Granted under the Eckoh plc 2007 Enterprise Management Incentive (“EMI”) Share Option Plan. The Performance target attached to these options is satisfi ed if the percentage growth in the Earnings per Share (before exceptional items and intangible asset amortisation) over the Prescribed Period comparing the Basis Year with the Latest Year is at least 5 per cent (compounded) per annum higher. d. Granted under the Eckoh plc Long Term Incentive Plan (“LTIP”). The number of shares that will ultimately vest are subject to the satisfaction of stretching Earnings per Share and Total Shareholder Return targets. Further details are available in the Remuneration report on page 32. e. Granted under the 2010 Eckoh plc Bonus plan. Half of the bonus awards made to executives in respect of the two most recent fi nancial years were made in the form of deferred shares with the calculation for the year ending 31 March 2012 to be fi nalised on 30 June 2012 (“calculation date”). The table above shows an estimate of the number of shares to be awarded at that date based on the share price at the year end. The deferred shares will vest in tranches of 50% on the fi rst and second anniversary of the calculation date. Further details are available in the Remuneration report on page 32. 24 annual report 2012 annual report 2012 25 Directors’ Report Share Capital and Reserves Details of changes in the authorised and issued share capital and reserves of the Company are shown in note 21 to the fi nancial statements. Share Schemes The Directors believe that a key element in attracting, motivating and retaining employees of the highest calibre is employee involvement in the performance of the Group through participation in share schemes. By doing so, the Directors believe that employees’ interests will be aligned with those of shareholders. Details of options granted under the share option schemes are set out in note 23 to the fi nancial statements. All permanent employees are eligible to join a scheme. Statement of Disclosure of Information to Auditors As far as the Directors are aware there is no information relevant to the audit of which the Company’s auditors are unaware and the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any such relevant information and to establish that the Company’s auditors are aware of that information. Auditors During the year ended 31 March 2012, KPMG Audit Plc was appointed as auditor of the Company in place of BDO LLP. A resolution to reappoint KPMG Audit Plc as auditor, and to authorise the Directors to set their fees, will be submitted to the forthcoming Annual General Meeting. Payments to Creditors Shareholder Relations The Company and its subsidiaries have a variety of payment terms with their suppliers. The Group agrees payment terms with its suppliers when it enters into binding purchasing contracts for the supply of goods and services. The Group seeks to abide by these payment terms when it is satisfi ed that the supplier has provided the goods or services in accordance with the agreed terms and conditions. At 31 March 2012 the amount of trade creditors shown in the balance sheet represents 69 days of average purchases for the Group (2011: 62 days). The Company had no trade creditors at 31 March 2012. The Company holds meetings with its major institutional investors and general presentations are given covering the interim and preliminary results. The Chairman, C M Batterham, has met with shareholders and brokers during the period under review. The Chairman is available to attend presentation meetings and other presentations on an ongoing basis. All Directors have access to the Company’s nominated advisors who give feedback from shareholders and receive copies of broker update documents. All shareholders have the opportunity to raise questions at the Company’s Annual General Meeting, or leave written questions, which will be answered in writing as soon as possible. At the meeting the Chairman will give a statement on the Group’s performance during the year, together with a statement on current trading conditions. In addition to regular fi nancial reporting, signifi cant matters relating to the trading or development of the business are disseminated to the market by way of Stock Exchange announcements. The Company’s Annual Report and Accounts, Interim Statements and other major announcements are published on the Company’s corporate web site at www.eckoh.com. Going Concern Under company law, the Company’s Directors are required to consider whether it is appropriate to prepare fi nancial statements on the basis that the Company and the Group are a going concern. As part of its normal business practice the Group prepares annual and longer term plans and, in reviewing this information, the Company’s Directors are satisfi ed that the Group and the Company have reasonable resources to enable them to continue in business for the foreseeable future. For this reason the Company and the Group continue to adopt the going concern basis in preparing the fi nancial statements. “ Strong debt free fi nancial position with a cash and short term investment balance up to £6.4m (FY11: £5.7m). ” 26 26 annual report 2012 annual report 2012 annual report 2012 annual report 2012 27 27 For employees or guests with reduced mobility, our offi ces are fully accessible with elevators to each fl oor. For those who choose to cycle or run as part of their daily commute, we have provided showers for their use and convenience. In the Environment Although operationally we do not manufacture products, Eckoh understands the impact our business can have on the environment. From the effi cient lighting in our offi ces to the fair-trade coffee in our kitchen areas, we carefully consider the purchases we make and encourage our suppliers to be equally considerate in the way they conduct their business. Eckoh has taken the following steps to ensure that we are doing all we can for the environment and to set a good example to those who we come into contact with:  Reduced business travel through the use of web and phone based conferencing systems  Energy effi cient and motion sensor lighting in our offi ces  Comprehensive recycling programs in all possible locations  Photo copiers set to double-sided printing to reduce paper use  Provide reusable cups and glasses to reduce waste associated with disposable cups  Encourage alternative methods of transport to travel to and from work e.g. cycle to work scheme. In the Community Eckoh recognises the importance of giving something back to the local community, as well as supporting national causes. During the year, we have raised over £3,000 for our nominated charity, Voice. Two Eckoh team members, Sean Ryan and Ashley Burton ran the London Marathon raising £1,546 between them. A series of other fund raising events took place involving all of the employees of the business. As corporate sponsor to Voice, Eckoh has committed to match this fi gure. Voice is an independent national charity committed to empowering children and young people in care and in need and campaigning for lasting change to improve their lives. The charity was founded in 1975 by an experienced social worker, Gwen James, in response to the high-profi le death of seven year old Maria Colwell, tragically murdered by her stepfather. ‘Voice for the Child in Care’, as they were known then, began as a small networking pressure group, passionate about enabling children in care to have their voices heard. Additionally, Eckoh has again been involved with other community projects. This year, we specifi cally aimed to improve the environment of three local schools in Hertfordshire. Through The Volunteer Centre Dacorum, team members from Eckoh transformed the children’s play areas at Aycliffe Drive School Pre-school, Aycliffe Drive Primary school and Woodfi eld School. In addition to the amounts raised for Voice, Eckoh has made charitable donations totalling £2,531 during the year (2011: £1,755). The business of the Group does include the support of charities and their fund raising programmes, but this is operated solely on a commercial basis. By order of the Board Adam Moloney, Company Secretary 11 June 2012 Corporate Responsibility Our Business Eckoh is committed to running the business in an ethical and responsible manner and we focus our efforts on three distinct areas: workplace, environment and community. In the Workplace Eckoh believes that its employees are the source of its competitive advantage and a valuable asset to the business. We recognise that continued and sustained improvement in the performance of the Group depends on its ability to attract, motivate and retain employees of the highest calibre. Eckoh is an equal opportunities employer. No applicants or employees will be unfairly discriminated against on the grounds of criteria unrelated to their job performance. We are proud of our high staff retention level and we often see people return to Eckoh after a short time of leaving the business. Our people are proud to work for Eckoh which has retained Best Companies Accreditation status in 2012; nominated by staff as a great employer to work for. We are also profi led in the Best Companies Guide 2011, an annual reference report that offers a unique insight into the UK’s top employers. Development We encourage our people to develop their skills and keep up to date with new technology, standards and processes. To build a high performance culture at Eckoh and support advancement, we have introduced a programme of training and development which is offered to every employee within the business. Our investment in staff helps to retain and motivate our people, as well as assisting high achieving employees to progress and fl ourish in their role. Communication We maintain our enthusiastic and motivated workforce through effective two-way communication. Staff members are regularly informed of matters, both positive and negative, that are affecting the business. This news is relayed with a feedback request through monthly presentations to staff by Directors and regular email bulletins. Health, Safety and Accessibility The health, safety and wellbeing of the people on our premises, is our highest priority. We hold regular risk management reviews which scrutinise the safety of our working environment. We actively encourage staff to protect each other from potential harm and be aware of their surroundings, mitigating any risk of slips, trips or falls. 28 annual report 2012 annual report 2012 annual report 2012 “ Our people are proud to work for Eckoh which has retained Best Companies Accreditation status in 2012; nominated by staff as a great employer to work for. ” 29 29 The Audit Committee annually reviews the requirement for an internal full-time audit function. The Committee has decided that none is necessary at present. Instead, other monitoring processes have been applied to provide assurance to the Board that the system of internal control is functioning satisfactorily. Internal controls are discussed under the internal control and risk management section below. A long-term business plan and an annual operating budget are prepared by management and are reviewed and approved by the Board prior to the commencement of each fi nancial year. Monthly reporting and analysis of results against budget, risk assessment and related internal controls and forecasts are received, discussed by management and reported formally to the Board. Informal reviews take place more frequently. Internal Control and Risk Management The Directors formally acknowledge their responsibility for establishing effective internal control within the Company. In this context, control is defi ned as those policies, processes, tasks and behaviours established to ensure that business objectives are achieved most cost effectively, assets and shareholder value are safeguarded and laws, regulations and policies are complied with. The Board has put in place a system of internal controls, set within a framework of a clearly defi ned organisational structure, with well understood lines of responsibility, delegation of authority, accountability, policies and procedures, which is supported by training, budgeting, reporting and review procedures. There are ongoing processes for identifying, evaluating and managing the Company’s signifi cant risks and related internal controls which are integrated into the Company’s operations. Such processes are reported to, and reviewed by, the Board at each meeting. These processes have identifi ed the risks most important to the Company (business, operational, fi nancial and compliance), determined the fi nancial implications, and assessed the adequacy and effectiveness of their control. The reporting and review processes provide routine assurance to the Board as to the adequacy and effectiveness of the internal controls. Corporate Governance Compliance Statement The Board of Eckoh plc recognises its responsibilities to maintain high standards of corporate governance throughout the Group. The Board continues to give careful consideration to the principles of corporate governance as set out in the UK Corporate Governance Code published by the Financial Reporting Council, although as a company listed on AIM it is not required to comply with the UK Corporate Governance Code. The Company is committed to complying with the UK Corporate Governance Code so far as is practicable and appropriate for a public company of its size and nature. Board of Directors The Chairman is responsible for the effective running of the Board of Directors. The Board currently has four members, comprising the Non-Executive Chairman, the Chief Executive, the Group Finance Director and a Non-executive Director. The Board has considered the independence of its Non-Executive Chairman, C M Batterham, and after due consideration, has concluded that he is independent. He does not have any involvement in the day-to-day management of the Company or its subsidiaries. The biographical details of the Board members are set out on page 20. There is a schedule of formal matters specifi cally reserved for the full Board’s consideration, including a policy enabling Directors to take independent professional advice in the furtherance of their duties at the Company’s expense. The Board programme is designed so that Directors have a regular opportunity to consider the Group’s strategy, policies, budgets, progress reports and fi nancial position and to arrive at a balanced assessment of the Group’s position and prospects. In addition, strategic developments are on the agenda at each Board meeting and are subject to further ad hoc review by the Board as triggered by relevant external factors. Also, where appropriate, the Board programme also includes a day set aside purely for strategic review and planning. The Company has a clear division of responsibility between the roles of Chairman and Chief Executive within the business. The Non-Executive Chairman has a responsibility to ensure that the strategies and policies proposed by the Executive Directors are fully discussed and critically examined, not only with regard to the best long-term interests of shareholders, but also having regard to the Company’s relationships with its employees, customers and suppliers. The Board and its Committees are supplied with information and papers to ensure that all aspects of the Company’s affairs are reviewed on at least an annual basis. Day-to-day management of the business is delegated to the Management Team, consisting of the two Executive Directors and certain senior managers, which meets monthly. The Board is dependent on the Management Team for the provision of accurate, complete and timely information and the Directors may seek further information where necessary. The Chairman is responsible for ensuring that all Directors are properly briefed on issues arising at Board meetings. Under the Company’s articles of association, each year at least one third of the Directors must retire and submit themselves for re-election by the shareholders at the Annual General Meeting. The communication accompanying the Company’s Notice of Annual General Meeting sets out reasons for the Board’s belief that the individual should be re-elected. Board Committees Certain responsibilities are delegated to the Remuneration and Audit Committees. Both committees have written terms of reference, which defi ne their authorities, duties and membership. Audit Committee Report The Audit Committee is responsible for reviewing the following:  accounting procedures and controls;  fi nancial information published by the Group, including the Annual Report, Preliminary & Interim Statements and on the Company’s website;  risk management and the effectiveness of the Group’s system of internal fi nancial control;  the terms of reference for the Group’s external valuers; and  the results and effectiveness of the Company’s external audit. The Audit Committee formally met twice during the period under review, with no absentees. A P Moloney, the Group Finance Director, attends all Audit Committee meetings by invitation and provides advice to the Committee where appropriate. The Chief Executive was invited to and attended both meetings. In June 2011, four leading fi rms were invited to make presentations to the Audit Committee with a view to replacing BDO LLP as the Company auditor. After due consideration, KPMG Audit Plc was selected as auditor and were formally appointed at the 2011 Annual General Meeting. The Company’s auditor attended both meetings and the Committee considered reports issued by them. The auditor has direct access to the Audit Committee without the presence of an Executive Director. The Committee reviews the effectiveness of the Company’s internal fi nancial controls by reference to reports from the external auditors. The Committee also reviews the scope and results of the external audit as well as its cost effectiveness. 30 annual report 2012 annual report 2012 annual report 2012 31 31 Corporate Governance Remuneration Committee Report The principal objectives of the Remuneration Committee are to review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Directors’ remuneration for the financial year was as follows: Bonus Arrangements The Bonus plan adopted allowed for awards based on achievement of a series of financial and non-financial targets weighted as follows; • Margin growth • Profit before tax • Cash generation 30% 30% 20% Salary and fees £’000 Cash Bonus £’000 Other benefits £’000 2012 Total £’000 2011 Total £’000 • Non financial measures relating to the operations of the business 20% Long-Term Incentive Arrangements for Directors The Long Term Incentive Plan is designed to incentivise senior executives to deliver increasing levels of value to shareholders. Part 1 of the plan awards nominal value options to participants upon achievement of stretching earnings per share targets over a three year period. Vesting of these options are also subject to a Total Shareholder Return target being achieved over the corresponding period. Part 2 of the plan releases value to participants in the event that there is a change of control in the business at a value which is significantly in excess of the market value of the company at the date of the award made in June 2010. Further details of the awards made are disclosed in the Directors share options section of the Director’s report on page 24-25. Nomination Committee The nomination committee meets at least once a year and is responsible for reviewing the size, structure and composition of the board and making recommendations to the board if it considers that any changes are required. It has a formal procedure for appointments to the board. To deliver a maximum payment bonus award of 100% of salary, targets must be exceeded by 15%. In the year ended 31 March 2012, performance against targets resulted in a bonus payment of 58% of salary being awarded to both executive directors. Half of the bonus award has been paid in cash shortly after the year end with the other half to be paid in the form of deferred shares vesting in two halves on 30 June 2013 and 30 June 2014. A similar scheme has been instigated for the year ended 31 March 2013. Name C Ansell (i) C M Batterham (ii) A P Moloney (iii) N B Philpot (iv) Total 25 40 132 207 404 - - 38 56 94 - - 13 2 15 25 40 183 265 513 25 40 169 270 504 Remuneration and Service Contracts (i) C Ansell was appointed as a Non-Executive Director on 7 July 2009. The information contained in this table has been audited. Notes: (i) C M Batterham was appointed as Non-Executive Director on 15 July 2009 and further appointed as Non-Executive Chairman on 11 September 2009. (i) Included within the other benefits paid to A P Moloney is an employer pension contribution of £12,000 (2011: £12,000). The remainder of the other benefits paid to A P Moloney relate to private healthcare costs of £1,000 (2011: £1,000) (i) The amount of £2,000 (2011: £2,000) paid to N B Philpot within other benefits relate to private healthcare costs. None of the directors exercised any share options in the current or prior year. The remuneration of the Executive Directors is determined by the Remuneration Committee. The Remuneration Committee has reviewed the salaries of both Executive Directors as neither Executive Director had been awarded an increase in salary since April 2007. With effect from 1 April 2011, the salary of A P Moloney was increased from £118,000 to £132,000. The salary of N B Philpot remains unchanged. Both Executive Directors have service contracts which are terminable on twelve months’ notice. No further increases have been proposed for the new financial year for either Executive Director. Both Non-Executive Directors have service contracts terminable on six months’ notice. The fees payable to the Non-Executive Directors had been unchanged since their appointment in July 2009. Upon review, it was agreed that the fees paid were below market rates and were increased. With effect from 1 April 2012, the fee payable to C M Batterham increased from £40,000 to £45,000 per annum and the fee payable to C Ansell increased from £25,000 to £30,000. During the 2010/11 financial year, independent professional advice was obtained to review the incentive arrangements in place for senior executives. The result of the advice was the creation of a new Bonus plan and Long Term Incentive Plan. Major shareholders were fully consulted before both plans were adopted by the Board in June 2010. These plans still form the basis of incentive arrangements for senior executives. 32 annual report 2012 annual report 2012 annual report 2012 33 33 Market Drivers for Evolving Services Payment Card Security Enforcement A New Empowered, Self-serving Customer Gone are the days when a customer will only contact an organisation through phone or email. Consumers are now in control and are defining how and where they will be serviced - through mobile phone and tablets apps; laptop/desktop internet browsers; as well as traditional landlines. People want immediate assistance when they contact a company and expect to be dealt with quickly and without delay. 76% of Adults have Broadband (Fixed and Mobile) in the UK, and 14% have Mobile Broadband (Ofcom, 2012) How businesses offer access to real-time information is critical to their on-going success. To increase and retain customer loyalty, organisations need to assess the potential that innovative customer service solutions can have in differentiating their business. Effectively deploying these new technologies will determine if customer demand is truly satisfied. Customers Still Need to Speak to Someone Despite the increasing trend to use web and mobile channels to access information, there is still a need to use the phone (mobile or landline) to contact organisations. The voice channel is still forecast to remain the dominant channel for some years to come. However, operating contact centre agents in the UK or off shore is expensive, and this explains to some extent why automated solutions for contact centres are on the increase. Not only do they reduce costs but they address customers’ needs. Improved technologies and innovative applications make phoning organisations easier, friendlier and more convenient to use, resulting in increased customer satisfaction. Speech Recognition Systems Have Come a Long Way Over The Last Few Years. Payment Card Industry Data Security Standards (PCI DSS) Since its introduction in 2004, the Payment Card Industry Data Security Standards (PCI DSS) has had a significant impact on organisations that store, process or transmit card holder data. The aim of the standard is to ensure that organisations manage card data securely through a complete and multifaceted array of security policies, practices and controls. PCI DSS directly impacts contact centres, specifically the management of call recordings, their storage and the control of the agent/caller interface. An increasingly hard line is being taken to enforce the standard through assessments and significant fines are being levied for non- compliance. Europe is now following the strict approach of the USA where businesses are instructed not to use a service provider to support their payment processing operations, unless they are PCI DSS compliant. Customers should no longer have to deal with the frustration of words, phrases or accents being misunderstood, being put on hold or being redirected incorrectly. Technology and application design has become more sophisticated to meet the increasing high expectations from customers. In addition, to compete with rivals, contact centres and businesses also recognise the value of the timely deployment of advanced solutions to retain customers. When designed properly, speech recognition systems allow callers to speak to a system just as they would to a contact centre agent. The technology has evolved to make precise recognition of extremely large grammars viable, even in difficult environmental conditions. This makes it possible not just for the system to understand and respond to the caller accurately, but to do so in an intuitive and personalised manner. Going Mobile – Enriching Customer Relationships Whilst the voice channel continues to be the preeminent method to service customer enquiries, consumer demand to access services and get information on the move continues to increase, and the mobile web accounts for an even greater proportion of customer contact. Developing mobile channels to meet customer contact needs, is a natural evolutionary step, and one that many businesses are keen to make use of. The rapid adoption of smartphones and other next-generation devices, that can blend spoken and keyed interactions via touch screen and the mobile browser, has provided businesses with an opportunity to enhance relationships with their customers. Non-Compliance can be Devastating PCI DSS compliance violations can be catastrophic to an organisation; the resulting fines levied by the card schemes can be high. Per card or monthly fines can be enforced and ultimately card processing facilities can be suspended or stopped. A full investigation by a Qualified Forensic Investigator will be carried out if cardholder data is compromised. Failing to meet just one requirement of the PCI DSS, regardless of whether it contributed to the security breach, is deemed ‘non-compliant, with no protection against card scheme fines’. Over 63% of Contact Centres are not PCI DSS Compliant Recent research reveals that despite 36.7% of contact centres judging themselves to be fully compliant with the Payment Card Industry Data Security Standards (PCI DSS), the vast majority (89%) admitted to not understanding its requirements and penalties*. PCI DSS also has four levels of compliance and the lowest levels only require self-accreditation, so it seems entirely possible that of those contact centres who claim compliance many are in reality still in potential breach. To further illustrate the high level of disarray in the market, a third of all contact centre respondents (33%) claimed to be years away from full PCI DSS compliance, with a fifth (21%) stating that their processes will never be in full accordance with the standard’s stringent requirements. * Callcentrehelper.com, 6 January 2011 34 annual report 2012 annual report 2012 annual report 2012 35 35 How Eckoh is Adapting to Market Demands and Customer Needs Redefi ning the Speech Recognition Customer Experience Our clients benefi t from the latest self-service technologies including advanced speech recognition, voice biometrics, natural language statistical modelling, application and dialogue design. The latest technology combined with enhanced application design has seen improved accuracy, increased personalisation and greater customer acceptance. Using the most advanced speech technologies, Eckoh has created a natural sounding application and dialogue: EckohASSIST – Intelligent Speech Recognition Technology EckohASSIST greets callers through a single phone number to the organisation with “how can we help you?”. The caller can describe the reason for their call in their own words and based on their reply they will be routed appropriately. To provide a natural and straightforward customer experience, Eckoh uses the most advanced speech technology combined with complex statistical language models. It not only provides a compelling and satisfying customer experience, but also delivers a signifi cant cost saving to the organisation. With EckohASSIST, callers can now take control of the interaction. It minimises any frustration and increases their confi dence in the organisation’s ability to provide them with the right service and support. The Hidden Agent and Intelligent Systems On the minority of occasions when it is diffi cult to be suffi ciently confi dent of the caller’s requirement, their spoken audio is streamed to a ‘hidden’ contact centre agent to categorise the call and assist the service, which then routes the call. This correction is fed back into the knowledge engine, which tunes and improves the accuracy and breadth of the speech recognition on an on-going basis. The hidden agent is never connected to the caller, as this allows them to manage several calls within the same time period it would take to speak directly to a single caller. From the caller’s perspective they assume their call is being handled by the speech recognition service at all times, which provides a positive reinforcement of the veracity of the technology. Calls can be routed based on specifi c call types; this may be to another automated service, a particular agent skill set or department. By offering callers the opportunity to use their own words, the call abandonment rates and misrouted calls are drastically reduced. This type of automation has become popular in the US marketplace, where consumers are now demanding a more natural, conversational style of service. UK consumers are also becoming more comfortable and familiar with using speech recognition systems so it is anticipated that this trend will soon follow here. “ Paramount to us is the delivery of excellent customer service to the general public. Eckoh’s industry-leading technology will deliver this and enable us to ensure that calls are directed to the right place, fi rst time and provide a quick, convenient and positive experience. Will Judge, Head of Future Ticketing Transport for London ” Case Study: Transport for London London’s transport system caters for approximately 24 million trips a day, across an integrated network of rail, underground and bus links. TfL’s contact centre takes 10.5 million calls per annum, which equates to 320 years of talk time. Following a feasibility study undertaken by Eckoh, we determined that 30-40% of calls were being misdirected and suggested EckohASSIST as a solution. EckohASSIST began to go live in May 2012. The feasibility study showed that EckohASSIST should reduce misrouted calls to below 10 per cent, saving TfL a minimum of £0.5m annually. Calls are routed based on specifi c call types; either to a range of automated services or skilled agent groups. The caller can also be directed to a website or mobile web application. Benefi ts: • Improved customer satisfaction by routing callers to the right place, fi rst time • Customer friendly method of interaction • Savings of at least £0.5m per annum • Reduction of misrouted calls from 40% to less than 10 per cent • Reduction in number of call transfers • Outbound call costs are reduced • Potential reduction in number of contact points within TfL’s wider service offering • Ability to handle spiky, unpredictable call volumes 36 annual report 2012 annual report 2012 annual report 2012 37 37 Payment Solutions from a PCI DSS Compliant Level One Service Provider By implementing Eckoh’s technology solutions, businesses can stop card data being handled by contact centre agents. This signifi cantly reduces the risk of data being compromised and the scope of a PCI DSS compliance project. Protecting personal customer data means businesses mitigate risk, safeguard brand reputation and increase customer confi dence. Case Study: RCI Financial Services RCI Financial Services provide fi nance solutions to Renault and Nissan customers of new and used cars and light commercial vehicles. payment requests, but to offer an alternative solution for dealing with the more routine requests for settlement information. RCI wanted to free up agents to handle the more complex customer service requests. All customer service calls, which include payment requests, contract settlement fi gures and dealer calls were dealt with by contact centre agents. The majority of the calls received into the contact centre were for information on contract settlement amounts with the centre receiving more than 400,000 calls annually. A critical requirement for RCI was to select a provider that was not only PCI DSS compliant to automate the Eckoh proposed its real-time PCI DSS compliant payment solution, EckohPAY combined with EckohID to securely authenticate the caller. The solution was implemented in April 2011 and was an instant success processing £3.2 million in payments in the fi rst 3 months and helping RCI to de-scope their PCI DSS compliance project avoiding costly capital expenditure. Our experience has shown that consumers fi nd it reassuring not having to communicate their card details to a contact centre agent and that using an automated payment system that is available 24 hours a day to be more convenient with their busy modern lifestyles. EckohPROTECT – Real-time Payments with Contact Centre agents where Card Details are kept Private. EckohPROTECT is a payments solution targeting organisations that are processing card payments over the phone. Unlike the EckohPAY product the contact centre agent remains on the phone with the caller throughout the payment, providing assistance where required. Many businesses prefer to retain the customer and agent contact throughout the process to minimise call abandonment, provide the opportunity for up selling and to close the call. When a payment is requested, the caller will be asked to enter their card details using their telephone keypad which generates Dual Tone Multi Frequency (‘DTMF’) tones. EckohPROTECT prevents these tones (and the sensitive information they convey) from being heard by the contact centre agent which allows call recording to continue. The agent sees the payment progress on their desktop, but the actual card numbers are not shown. As a fully accredited PCI DSS compliant Level One Service Provider, Eckoh can offer solutions to process credit and debit card payments using this method. EckohPROTECT mitigates the risk of credit card fraud for our clients by eliminating the handling of card data by agents, ensuring cardholder data remains isolated from the contact centre environment. EckohPAY – Payments made over the Phone, Web, Smartphone or SMS without the need to talk to an agent EckohPAY enables customers of our clients to make card payments conveniently and securely over the phone, web, SMS or smartphone. By using our PCI DSS compliant automated payment solutions the effi ciency of contact centre agents is increased by freeing them up to service more complex or higher-value calls. EckohPAY is also fully integrated with the leading Payment Service Providers (‘PSP’s’) including Barclaycard, BT Buynet, WorldPay, SagePay and Realex. By implementing Eckoh’s payment solutions, businesses can stop card data being handled by contact centre agents. This signifi cantly reduces the risk of data being compromised and the scope of a PCI DSS compliance project. Protecting personal customer data means businesses mitigate risk, safeguard brand reputation and increase customer confi dence. EckohPAY is a fully automated, real-time, and secure phone, web, SMS and smartphone card payments service. Unlike EckohPROTECT it does not require agent participation which makes it an ideal choice for organisations looking to take payments outside the normal hours of operation of the contact centre. Eckoh currently processes over £250 million per annum in card payments through EckohPAY. “ It was critical for RCI to work with a payment supplier who could demonstrate full PCI DSS compliance. Eckoh not only provide this but they have the infrastructure required to serve our customers securely, quickly and effi ciently. They have shown themselves to be highly responsive to our business needs and have given us the confi dence that our customers’ future demands will be well catered for. Alan Heaffey, Director of Operations RCI Financial Services ” 38 annual report 2012 annual report 2012 annual report 2011 annual report 2012 39 39 39 Web and Mobile Applications Our Technology Developing mobile phone apps and websites that complement our speech recognition solutions and enabling businesses to meet customer contact needs, is a natural evolutionary step for Eckoh. We have successfully provided clients with the means to complement their existing contact centre technologies with web and mobile applications for customers. Eckoh can enable businesses to interact with their customers through any contact channel they prefer—including phone, web, mobile/ smartphones and other devices. Services can be highly personalised, recognising customers from previous interactions and meeting their needs using information already known about them. Reduce Operational Costs and Increase agent Productivity Whilst Eckoh is probably best known for speech recognition solutions delivered over the telephone, our solutions are truly multi-channel and can be supplied across the voice, web and mobile channels. As a single supplier for all customer contact channels, our clients can provide more choice for less cost. They will also benefi t from the consistent and integrated experience that is applied across all channels. Eckoh has a long track record of delivering innovative, automated customer service solutions which mean organisations can invest in improving customer experience with the confi dence that we’ll be here for them whenever they need us. Holly Connects Nuance Verifi er For the past year, Eckoh has been successfully using a call handling platform from Holly Connects, a leading vendor of software voice platforms and a subsidiary of West Corporation. The Holly platform is a Next Generation Voice Platform providing a fl exible, reliable, VoiceXML standards-based framework for delivering voice self-service applications. Nuance Verifi er voice authentication software creates individual voiceprints to authenticate callers and customers with just their voices, enabling secure access to information. Enhanced Capability, Performance and Quality Nuance Recognizer This platform has enabled us to: In addition, the latest best-of-breed speech recognition software from Nuance (Nuance Recognizer V9) has been running throughout the new Holly platform. In April 2012 Eckoh extended the capability of the Nuance technology by adding all language models that Nuance support globally. This ensures that Eckoh can support and operate speech recognition services from our operations in the UK in every major language across the globe. • enhance the capability, performance and quality of Eckoh’s contact centre solutions; providing exceptional accuracy, reliability and ease of use for the consumer, • provide a more natural and conversational style. Eckoh predicts clients will demand this style of service, resulting in even higher levels of successful automation, and • offer an identifi cation and verifi cation solution, with the ability to confi dently ensure access to sensitive information is secure whilst reducing the risk of exposure to fraud and identity theft. “ Client Example: Power NI Eckoh has been working with Power NI since 2005 initially delivering the EckohPAY speech recognition solution. This service has now been extended to include a web-based and smartphone based solutions. Power NI is the largest electricity retailer in Northern Ireland, supplying over 740,000 customers and has seen more and more of its customers opting to ‘pay as they go’. A quarter of a million people in Northern Ireland now have electricity keypads installed in their homes. We have been delighted to work with Eckoh to develop a multi-channel payment model for our customers, which includes a telephone, web and smartphone payment service – all with discount. The smartphone apps enable us to offer our customers yet another way to purchase discounted electricity for their ‘pay as you go’ keypad, and are designed to make the process even easier for them. Ralph Graham, Business Analyst Power NI ” 40 40 annual report 2012 annual report 2012 41 What Our Clients Think We work hard to ensure that our clients get the maximum benefi t from their Eckoh solution throughout the lifetime of their contract and not just at the outset. We meet regularly with them, to report on and discuss the performance of the system, and we are always looking for ways to deliver improvements and add value. In an independent survey to our client base in 2011,* 100% of our clients said they were satisfi ed or very satisfi ed with the service Eckoh offers. They also agree, that compared to our competitors, we have a better service provision, are easy to do business with and demonstrate invoicing accuracy, process and timeliness. According to the majority of our clients, Eckoh is meeting or exceeding their expectations of service benefi ts. Whether it is helping transform their contact centre operation, maximising their agent productivity, introducing new technology or reducing operational costs, we help our clients to focus on running their businesses. We have been commended for our superior, professional and client facing approach to account and project management, and is the reason many of our clients stay with us. A fact we’re very proud of. *Research conducted by Versatility Consultants on behalf of Eckoh UK Ltd, 2011 “ 100% of our clients said they were satisfi ed or very satisfi ed with the service Eckoh offers. ” 42 annual report 2012 annual report 2012 annual report 2012 43 43 Website Publication The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ Responsibilities The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare group and parent company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and applicable law, and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). 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 their profit or loss for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing each of the group and the parent company financial statements, the directors are required to:  select suitable accounting policies and then apply them consistently;  make judgements and accounting estimates that are reasonable and prudent;  for the group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the European Union;  for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;  prepare the financial statements 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 requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities. Audit Report for Eckoh plc Independent Auditor’s Report to the Members of Eckoh plc We have audited the financial statements of Eckoh plc for the year 31 March 2012, which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Consolidated statement of changes in equity, Consolidated statement of cash flows, Company balance sheet and the related notes. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in preparation of the parent company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice). This report is made solely to the company’s members, as a body, in accordance with sections 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 auditor’s 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. Opinion on Financial Statements In our opinion:  the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 March 2012 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’s financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on Other Matters 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. Respective Responsibilities of Directors and Auditor Matters on Which We Are Required to Report by Exception As explained more fully in the statement of directors’ responsibilities, 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 A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/ private.cfm. 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. M Matthewman (Senior Statutory Auditor) For and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants Altius House One North Fourth Street Milton Keynes MK9 1NE 44 annual report 2012 annual report 2012 45 Consolidated Financial Statements Consolidated Statement of Comprehensive Income for the year ended 31 March 2012 Consolidated Statement of Financial Position as at 31 March 2012 Continuing operations Revenue Cost of sales Gross profit Total Administrative expenses Profit from operating activities Finance expense Finance income Profit from sale of investment Share of loss in associate Impairment of investment in associate Profit / (loss) before taxation Taxation Profit / (loss) for the year from continuing operations Discontinued operations Notes 4 4 4,6 5 17 8 11 11 11 9 2012 £’000 10,392 (2,497) 7,895 (6,788) 1,107 - 49 100 - - 1,256 1,320 2,576 Post tax profit for the year from discontinued operations 4, 10 - Profit / (loss) for the year attributable to the equity holders of the parent company Other comprehensive income Exchange differences on translating foreign operations Adjustment for change in fair value of available for sale equity instruments Transferred to profit or loss on sale Total comprehensive income / (expense) for the year attributable to the equity holders of the parent company Profit / (loss) per share (pence) Basic earnings per 0.25p share Diluted earnings per 0.25p share Profit / (loss) per share from continuing operations (pence) Basic earnings per 0.25p share Diluted earnings per 0.25p share Profit per share from discontinued operations (pence) Basic earnings per 0.25p share Diluted earnings per 0.25p share 2,576 - - - 2,576 1.29 1.23 1.29 1.23 - - 17 17 12 12 12 2011 £’000 9,003 (2,340) 6,663 (6,036) 627 (1,225) 121 - (23) (115) (615) 316 (299) 67 (232) 14 (160) 160 (218) (0.12) (0.12) (0.15) (0.15) 0.03 0.03 Assets Non-current assets Intangible assets Property, plant and equipment Deferred Tax Asset Current assets Inventories Trade and other receivables Short-term investments Cash and cash equivalents Total assets Liabilities Current liabilities Trade and other payables Non-current liabilities Provisions Net assets Shareholders’ equity Share capital Capital redemption reserve Share premium Currency reserve Retained earnings Total shareholders’ equity Notes 13 14 9 16 17 18 19 20 22 21 2012 £’000 386 1,488 1,320 3,194 19 3,583 1,000 5,370 9,972 13,166 (2,261) (2,261) (43) (43) 2011 £’000 607 1,348 - 1,955 4 3,097 317 5,370 8,788 10,743 (2,319) (2,319) (43) (43) 10,862 8,381 499 198 695 (41) 9,511 10,862 499 198 695 (41) 7,030 8,381 The financial statements were approved by the Board of Directors on 11 June 2012 and signed on its behalf by: Adam Moloney – Group Finance Director Company Registration Number 3435822 46 annual report 2012 annual report 2012 47 Consolidated Financial Statements Consolidated Statement of Changes in Equity as at 31 March 2012 Balance at 1 April 2010 Total comprehensive expense for period Other comprehensive income - exchange differences Share based payment charge Balance at 31 March 2011 Balance at 1 April 2011 Total comprehensive expense for period Dividends paid in the year Share based payment charge Balance at 31 March 2012 Share Capital £’000 499 - - - 499 499 - - - Capital redemption reserve £’000 Share premium £’000 Retained earnings £’000 Currency reserve £’000 Total shareholders equity £’000 198 695 - - - 198 198 - - - 695 7,030 - - - 695 - - - 7,199 (232) - 63 7,030 2,576 (200) 105 9,511 (55) - 14 - (41) (41) - - - 8,536 (232) 14 63 8,381 8,381 2,576 (200) 105 (41) 10,862 499 198 695 Consolidated Statement of Cash Flows for the year ended 31 March 2012 Cash flows from operating activities Cash generated in operations Interest paid Taxation Net cash generated in operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchases of intangible fixed assets Proceeds from sale of investment in associate (Increase) / decrease in short-term investments Loans repaid by third parties Disposal of available for sale equity instrument Interest received Net cash (utilised) / generated in investing activities Cash flows from financing activities Dividends paid Capital element of finance lease rental payments Net cash utilised in financing investing activities Increase in cash and cash equivalents Cash and cash equivalents at the start of the period Cash and cash equivalents at the end of the period Notes 27 9 14 13 11 18 17 17 19 19 2012 £’000 1,507 - - 1,507 (645) (128) 100 (683) - - 49 (1,307) (200) - (200) - 5,370 5,370 2011 £’000 914 - 316 1,230 (635) (298) - 1,504 975 500 28 2,074 - (1) (1) 3,303 2,067 5,370 48 annual report 2012 annual report 2012 49 Notes to the Financial Statements For the year ended 31 March 2012 1. Basis of Preparation The consolidated financial statements of Eckoh plc have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU (“endorsed IFRS”). These financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at 31 March 2012 as endorsed by the EU. In the current year the Group has adopted the following standards and interpretations:  Classification of Rights Issues (Amendment to IAS 32)  IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments  Revised IAS 24 Related Party Disclosures  Amendments to IFRIC 14 IAS 19 – Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction  Improvements to IFRSs (2010) (effective for annual periods beginning on or after 1 January 2011) These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities at fair value through profit and loss. Going Concern Under company law, the Company’s Directors are required to consider whether it is appropriate to prepare financial statements on the basis that the Company and the Group are a going concern. As part of its normal business practice the Group prepares annual and longer term plans and, in reviewing this information, the Company’s Directors are satisfied that the Group and the Company have reasonable resources to enable them to continue in business for the foreseeable future. For this reason the Company and the Group continue to adopt the going concern basis in preparing the financial statements. The consolidated financial statements are presented in Pounds Sterling, which is the company’s functional currency. All financial information presented has been rounded to the nearest one thousand. None of these have had a material impact on the results or financial position of the Group. The principal accounting policies, which have been consistently applied, are described below. At the year-end, the following standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective:  Disclosures – Transfers of Financial Assets (Amendments to IFRS 7 – effective 1 July 2011)  Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (Amendments to IFRS 1 – effective 1 July 2011)  Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12 – effective 1 January 2012)  IFRS 9 Financial Instruments (this standard will eventually replace IAS39 in its entirety – effective 1 January 2013) The directors’ review newly issued standards and interpretations in order to assess the impact (if any) on the financial statements of the Group in future periods. These financial statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (“EU”) and effective at 31 March 2012. 2. Summary of Principal Accounting Policies Critical Accounting Policies, Estimates and Judgements The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and reasonable expectations of future events. Actual results may differ from those estimates. The accounting policies cover areas that are considered by the Directors to require estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The policies, and the related notes to the financial statements, are found below: Revenue recognition Investment in associate undertaking Intangible assets Trade and other receivables Share based payment note 2 note 11 note 13 note 17 note 23 Basis of Consolidation The Group financial statements consolidate the accounts of the Company and its subsidiary undertakings. The results of subsidiaries acquired are included in the consolidated income statement from the date on which control passes to the Group and are included until the date on which the Group ceases to control them. Subsidiaries are all entities over which the Group has power to control the financial and operating policies so as to obtain benefits from their activities. Transactions between Group companies are eliminated on consolidation. Investments in subsidiary undertakings are accounted for using the acquisition method of accounting. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Group’s share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Intangible Assets (a) Goodwill Goodwill represents the excess of the fair value of the consideration paid over the fair value attributable to the net assets acquired and is capitalised on the Group balance sheet. Goodwill is not amortised and is reviewed for impairment at least annually. Any impairment is recognised in the period in which it is indentified. (b) Intangible assets Intangible assets acquired by the Group are capitalised at the fair value of the consideration paid and amortised over their expected useful economic lives. The expected useful economic life of intangible assets is assessed for each acquisition as it arises, and is generally assumed to be three years. (c) Research and development Research costs are charged to the income statement in the year in which they are incurred. Development expenses include expenses incurred by the Group to set up or enhance services to clients. Development costs which mainly relate to staff salaries are capitalised as intangible assets when it is probable that the project will be a success, considering its commercial and technological feasibility, and costs can be measured reliably. Development costs that do not meet those criteria are expensed as incurred. Capitalised development costs are amortised on a straight line basis over the estimated minimum duration of the commercial contract that they arose from. In the absence of a specific commercial contract the capitalised development costs are amortised over the estimated useful life of the asset, which is generally assumed to be three years. Amortisation is charged to administrative expenses in the income statement. The carrying value of intangible assets is assessed at the end of each financial year for impairment. See the policy entitled impairment of assets below. Impairment of Non-Financial Assets An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell, and the value-in-use based on an internal discounted cash flow evaluation. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. Property, Plant and Equipment Property, plant and equipment is stated at cost or fair value at acquisition, net of depreciation and any provisions for impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The gain or loss arising on the disposal of an asset is determined by comparing the disposal proceeds and the carrying amount of the asset and is recognised in the income statement. Depreciation is calculated using the straight-line method to allocate the cost of each asset to its estimated residual value over its expected useful life, as follows: Fixtures and equipment – between 3 and 5 years Leasehold improvements – over the term of the lease Material residual values and useful lives are reviewed, and adjusted if appropriate, at least annually. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. 50 annual report 2012 annual report 2012 51 Notes to the Financial Statements Financial Assets Financial assets include investments in companies other than Group companies, trade and other receivables (see separate policy) financial receivables held for investment purposes, treasury shares and other securities. A permanent impairment is provided as a direct reduction of the securities account. The Group classifies its financial assets in the following categories: available for sale investments and loans and receivables. The classification depends on the purpose for which the investments were acquired. The classification is determined by management at initial recognition. a) available-for-sale investments: are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included within non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date and they are carried at fair value. b) loans and receivables: are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They arise principally through the provision of services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary assets. Trade and other receivables which principally represent amounts due from customers and other third parties, are carried at original invoice value less an estimate made for bad and doubtful debts. They are included within current assets, with the exception of those with maturities greater than one year, which are included within non-current assets. Loans and receivables are included within trade and other receivables in the balance sheet. Gains and losses arising from investments classified as available-for-sale are recognised in the income statement when they are sold or when the investment is impaired. In the case of impairment of available-for-sale assets, any loss previously recognised in equity is transferred to the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. An assessment for impairment is undertaken annually. Management consider the financial information in respect of entities from which receivables are due. A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset. Inventories Inventories are valued at the lower of cost and net realisable value. The cost of finished goods and work in progress comprises design costs, direct labour and other direct costs. Net realisable value is the estimated selling price in the ordinary course of business less applicable selling expenses. Trade and Other Receivables Trade and other receivables are stated at amortised cost less provision for impairment. A provision for the impairment of trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the provision is determined as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement. Other receivables are stated at amortised cost less provision for impairment. Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, deposits held at call with banks, other short-term investments, with maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. Short-Term Investments Short-term investments comprise funds which have been invested in short-term deposit accounts with maturities of less than twelve months and amounts held in escrow. Credit and liquidity risk management is described in note 3. Equity Equity comprises the following: • Share capital represents the nominal value of ordinary shares. • Capital redemption reserve represents the maintenance of capital following the share buy back and tender offer. • Share premium reserve represents consideration for ordinary shares in excess of the nominal value. • Currency reserve represents exchange differences arising on consolidation of Group companies with a functional currency different to the presentation currency. • Retained earnings represents retained profits less losses and distributions. Dividends Final dividends are recorded in the Group’s financial statements in the period in which they are approved by the shareholders. Interim dividends are recognised when paid. Foreign Currency Transactions (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in Sterling, which is the group companies functional and presentation currency. (b) Group companies The results and position of all Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities are translated at the closing rates of exchange ruling at the balance sheet date; (ii) income and expenses are translated at the average exchange rates. If however the average exchange rate is not a reasonable approximation of the exchange rates prevailing on the date of the transactions, the income and expenses are translated at the exchange rates at the transaction dates; and (iii) resulting exchange differences are recognised as a separate component of equity. Differences on exchange arising from the retranslation of the net investment in foreign entities are taken to shareholders equity on consolidation. When a foreign entity is sold, such exchange differences are recognised in the income statement as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and as such are translated at the closing rate. Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognised assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. Provisions Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used reflects current market assessments of the time value of money and the risks specific to the liability. 52 annual report 2012 annual report 2012 53 Notes to the Financial Statements Employee Benefits (a) Pensions The Group operates a group personal pension scheme. The assets of the schemes are held separately from those of the Group in independently administered funds. Contributions payable are charged in the income statement in the year in which they are incurred. separately administered trust. The assets of the ESOP comprise shares in the Company and cash. The assets, liabilities, income and costs of the ESOP have been included in the financial statements in accordance with SIC 12, ‘Consolidation - Special purpose entities’ and IAS 32, ‘Financial Instruments: Disclosure and Presentation’. The shares in the Company are included at cost to the ESOP and deducted from shareholders’ funds. When calculating earnings per share these shares are treated as if they were cancelled. (b) Bonus schemes Revenue Recognition The Group recognises a liability and an expense for bonuses payable to: i) employees based on a formula derived from management assessment of individual performance; and ii) senior management and executive directors based on achievement of a series of financial and non-financial targets. A provision is recognised where there is a past practice that has created a constructive obligation. (c) Share-based payments From time to time on a discretionary basis, the Board of Directors award high-performing employees bonuses in the form of share options. The options are subject to a three year vesting period and their fair value is recognised as an employee benefits expense with a corresponding increase in equity over the vesting period. The fair value of share options granted is recognised within staff costs with a corresponding increase in equity. The proceeds received are credited to share capital and share premium when the options are exercised. The fair value of share options was measured using the more appropriate of the QCA-IRS option valuer using the Black- Scholes formula or a Monte Carlo valuation model, taking into account the terms and conditions upon which the grants were made. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold of vesting. IFRS 2 has been applied to all options granted after 7 November 2002 which have not vested on or before 1 April 2006. A deferred tax adjustment is also made relating to the intrinsic value of the share options at the balance sheet date (see separate policy). As a result of the grant of share options since 6 April 1999 the Company will be obliged to pay employer’s National Insurance contributions on the difference between the market value of the underlying shares and their exercise price when the options are exercised. A provision is made for this liability using the value of the Company’s shares at the balance sheet date and is spread over the vesting period of the share options. Revenue represents the fair value of the sale of goods and services, net of Value-Added Tax, and after eliminating sales within the Group. Revenue is recognised as follows:  Speech solutions build fee revenue is recognised on delivery and acceptance of the speech application. In the event that work on a project which results in a build fee has commenced but not completed within an accounting period, revenue is recognised in line with the percentage that the project is complete at the end of the accounting period. The percentage of completion is calculated by taking the costs incurred on the project at the end of an accounting period and expressing that as a percentage of the total estimated costs that are anticipated to be incurred in order to complete the project.  Call revenue from speech services is recognised on a transaction basis, when the Group has determined that users have accessed its services via a telephone carrier network and/or the Group’s telecommunication call processing equipment connected to that network.  In the event that build, call and maintenance revenue are included in the same contract, each component part is separately valued and individual component revenues are recognised when that component is delivered. Non-Recurring Items The Group presents as non-recurring items on the face of the income statement those material items of expenditure which, because of their nature and/or expected infrequency of the events giving rise to them, merit separate presentation to allow shareholder to understand the elements of financial performance in the period, so as to facilitate comparison with prior periods. Finance Fee Income Finance fee income is credited to the income statement over the term of the loan so that the amount credited is at a constant rate on the carrying amount of the receivable. Associate (d) Employee Share Ownership Plan The Group’s Employee Share Ownership Plan (‘ESOP’) is a Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated balance sheet at their fair value. The Group’s share of post-acquisition profits and losses is recognised in the consolidated income statement, except that losses in excess of the Group’s investment in the associate are not recognised unless there is an obligation to make good those losses. Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulting from these transactions is eliminated against the carrying value of the associate. Any premium paid for an associate above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised as goodwill and included in the carrying amount of the associate. The carrying amount of investment in associate is subject to impairment in the same way as goodwill arising on a business combination described above. Taxation Current tax is the tax currently payable based on taxable profit for the year. Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is not provided if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity. Where cash payments are received from HM Revenue and Customs relating to claims for investment tax credits relating to Research and Development relief, they are recognised in the statement of comprehensive income when they are received as a credit to taxation. Financial Liabilities Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities are stated at amortised cost. A financial liability is derecognised only when the obligation is discharged, is cancelled or it expires. Non-Current Assets Held for Sale and Disposal Groups Non-current assets and disposal groups are classified as held for sale when:  They are available for immediate sale;  Management is committed to a plan to sell;  It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;  An active programme to locate a buyer has been initiated;  The asset or disposal group is being marketed at a reasonable price in relation to its fair value; and  A sale is expected to complete within 12 months from the date of classification.  Non-current assets and disposal groups classified as held for sale are measured at the lower of:  Their carrying amount immediately prior to being classified as held for sale in accordance with the group’s accounting policy; and  Fair value less costs to sell. Following their classification as held for sale, non-current assets (including those in a disposal group) are not depreciated. The results of operations disposed during the year are included in the consolidated statement of comprehensive income up to the date of disposal. A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has been abandoned or that meets the criteria to be classified as held for sale. Discontinued operations are presented in the consolidated statement of comprehensive income (including the comparative period) as a single line which comprises the post tax profit or loss of the discontinued operation and the post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on disposal of the assets/disposal groups constituting discontinued operations. 54 annual report 2012 annual report 2012 55 Notes to the Financial Statements 3. Financial Risk Management Foreign Currency Risk Categories of Financial Assets and Financial Liabilities The operations of the Group expose it to a variety of financial risks: liquidity risk, interest rate risk and foreign currency risk. Policies for managing these risks are set by the Board following recommendations from the Group Finance Director. All financial risks are managed centrally. The policy for each of the above risks is described in more detail below. Since the closure of Group subsidiary in France undertaken in June 2010, no cash or assets are held in foreign currencies. Very few transactions undertaken by the company are in a currency other than Sterling. No sensitivity analysis is provided in respect of foreign currency risk as the risk is considered to be immaterial. Capital Management The Board’s policy is to maintain a strong capital base with the joint objectives to maintain investor, creditor and market confidence and to sustain future development of the business. Capital comprises all components of equity (i.e. share capital, capital redemption reserve, share premium and retained earnings). The Board manages the capital structure and makes adjustments as required in the light of changes in economic conditions. The Board may return capital to shareholders, issue new shares or sell assets in order to maintain capital. Credit risk management is described in note 17. The Group’s financial instruments comprise cash, short-term deposits, finance leases and various items, such as receivables and payables that arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. Similarly the Group did not undertake any financial hedging arrangements during the year under review. The year-end position reflects these policies and there have been no changes in policies or risks since the year-end. Liquidity Risk Through detailed cash flow forecasting and capital expenditure planning, the Group monitors working capital and capital expenditure requirements and through the use of rolling short-term investments ensures that cash is available to meet obligations as they fall due. Cash at bank is pooled and invested in overnight money market accounts and deposits. Interest Rate Risk The Group principally finances its operations through shareholders’ equity and working capital. The Group had no borrowings during the year, and its only material exposure to interest rate fluctuations was on its cash and short-term deposits. The Group has adopted a sensitivity analysis that measures changes in the fair value of financial instruments and any resultant impact on the income statement of an increase or decrease of 2% in market interest rates. (Decrease)/increase in fair value of short-term investments Impact on income statement: (loss)/gain 2% decrease in interest rates £’000 2% increase in interest rates £’000 (118) (118) 118 118 Current financial assets Trade receivables (note 17) Other receivables (note 17) Loans and receivables (note 17) Short-term investments (note 18) Cash and cash equivalents (note 19) Total current financial assets Total financial assets Financial Liabilities Loans and receivables 2012 £’000 1,564 134 - 1,000 5,370 8,068 8,068 2011 £’000 1,326 60 - 317 5,370 7,073 7,073 All financial liabilities held by the Group are measured at amortised cost and comprise trade payables of £1,047,000 (2011: £1,071,000) and other payables of £208,000 (2011: £245,000). See note 20 for further details. 4. Segment Analysis The Group’s continuing operations are considered to represent a single integrated business with only one reportable segment. Internal financial reporting within the Group is prepared on an individual customer basis, rather than on a product basis; however management consider all customers to have similar characteristics, and, therefore, financial analysis and decision-making is performed at an aggregated level rather than customer level. In addition, there are no material foreign entities and revenue is derived entirely from the UK therefore segmental information by geographical area is not presented. Continuing operations in the table below are represented by the Speech Solutions division with discontinued operations represented by the Client IVR division, sold in June 2010. 56 annual report 2012 annual report 2012 57 Notes to the Financial Statements 2012 Revenue Gross profit Administrative expenses Net interest receivable Profit from sale of investment (Loss)/profit before taxation Taxation (Loss)/profit after taxation 2011 Revenue Gross profit Administrative expenses Net interest receivable Finance expense Share of loss in associate Impairment of investment (Loss)/profit before taxation Taxation Post tax gain from disposal of operations (Loss)/profit after taxation Continuing operations £’000 Discontinued operations £’000 10,392 7,895 (6,788) 49 100 1,256 1,320 2,576 - - - - - - - - Continuing operations £’000 Discontinued operations £’000 9,003 6,663 (6,036) 121 (1,225) (23) (115) (615) 316 - (299) 1,269 243 (207) - - - - 36 - 31 67 Total £’000 10,392 7,895 (6,788) 49 100 1,256 1,320 2,576 Total £’000 10,272 6,906 (6,243) 121 (1,225) (23) (115) (579) 316 31 (232) In 2011/12, there were two customers that individually accounted for more than 10% of the total revenue of the continuing operations of the company (2010/11: two customers). Revenue from these customers in 2011/12 totalled £3,753,000 (2010/11: £3,456,000). 5. Profit from Operating Activities The Group’s profit from operating activities is arrived at after charging: Employee benefits expense (note 6) Depreciation (note 14) Amortisation (note 13) Operating lease payments – property (note 26) 2011 £’000 3,251 505 349 588 2011 £’000 2,784 446 290 487 6. Employee Benefits Expense Wages and salaries Less: Internal development costs capitalised in the year Amortisation of internal development costs Social security costs Pension costs Share based payments 2012 £’000 2,650 (109) 227 372 6 105 3,251 2011 £’000 2,403 (251) 253 311 5 63 2,784 The Directors’ report on page 22 provides further details on the Directors’ emoluments. The average number of people (including executive directors) employed by the Group during the year was: Technical support Customer services Administration and management 2012 Number 30 10 25 65 2011 Number 29 10 20 59 Excluded from the table above are 27 (2010/11: 17) full time equivalent casual call centre employees who cost £333,000 (2010/11: £200,000) in the year. 7. Auditor Remuneration During the year the Group obtained the following services from the Group’s auditor at costs as detailed below: Fees payable for the audit of the parent company and consolidated accounts Fees payable for other services: The audit of subsidiary undertakings comprising continuing operations The audit of subsidiary undertakings comprising discontinued operations Taxation services Total fees payable to the Group’s auditor 2012 £’000 15 25 - - 40 The fees payable for the audit of the parent company and consolidated accounts are borne by a subsidiary undertaking. 8. Finance Income Continuing operations Bank interest receivable Interest receivable on loans and other receivables Arrangement fees on loans 2012 £’000 49 - - 49 2011 £’000 18 26 1 7 52 2011 £’000 32 23 66 121 The arrangement fees on loans related to a loan payable by Redstone plc to Eckoh plc. Details on the settlement of this loan are given in note 17. 58 annual report 2012 annual report 2012 59 Notes to the Financial Statements 9. Taxation Tax recognised in profit and loss Current tax expense/(credit) Current year Adjustments in respect of prior periods Deferred tax expense/(credit) Origination and reversal of temporary differences Recognition of previously unrecognised tax losses Tax credit from continuing operations Tax from discontinued operations (note 10) Total tax credit No taxation was recognised directly in equity. 2012 £’000 - - - - (1,320) (1,320) (1,320) - (1,320) As restated 2011 £’000 - (316) (316) - - - (316) - (316) The tax charge for the year is different to the standard rate of corporation tax in the UK (26%). The differences are explained below: Continuing operations Profit / (loss) for the year Total tax credit Profit / (loss) excluding tax Profit / (loss) multiplied by rate of corporation tax in the UK of 26% (2011: 28%) Effect of expenses not deductible for tax purposes Effect of income not taxable for tax purposes Adjustments in respect of prior periods Deferred tax not recognised Effect of tax rate adjustment on closing recognised deferred tax balance Tax charge for the year 2012 £’000 2,576 (1,320) 1,256 327 (17) - - (1,740) 110 (1,320) As restated 2011 £’000 (299) (316) (615) (172) 5 25 (316) 142 - (316) During the year ended 31 March 2012, £nil (2011: £316,000) was received in respect of HMRC Research and Development tax credits in relation to the years ended 31 March 2008, 31 March 2009 and 31 March 2010. This is disclosed in the table above as an adjustment in respect of prior periods. Recognition of Deferred Tax Assets and Liabilities Tax losses carried forward 2012 £’000 1,320 Assets 2011 £’000 Liabilities 2011 £’000 2012 £’000 2012 £’000 Net 2011 £’000 - - - 1,320 - The ongoing growth of the business into increasing profitability has provided sufficient evidence that £1,320,000 of previously unprovided deferred tax assets in respect of trading losses will be recoverable, and is therefore being recognised as an asset on the statement of financial position. This asset has been valued based on the projected profits over the next three financial years. Movement in Deferred Tax Balances During the Year Balance 1 April 2011 Recognised in profit or loss Recognised in Other Comprehensive Income Balance 31 March 2012 £’000 - £’000 1,320 £’000 £’000 - 1,320 Tax losses carried forward Unrecognised Deferred Tax Assets There are unprovided deferred taxation assets totalling £3,239,000 (2011: £5,314,000) in respect of trading losses and £7,509,000 (2011: £8,142,000) in respect of capital losses of which £5,380,000 (2011: £5,829,000) are restricted. In addition, there are other temporary timing differences resulting in unprovided deferred tax assets of £697,000 (2011: £706,000), comprising Accelerated Capital Allowances of £571,000 (2011: £487,000) and Short term temporary differences of £126,000 (2011: £109,000). In the 2012 Budget, the Chancellor announced a reduction in the main rate of corporation tax from 24% to 22%, to be phased in over three years as follows:  With effect from 1 April 2012 - 24%  With effect from 1 April 2013 - 23%  With effect from 1 April 2014 - 22% Under IFRS, deferred tax is measured by reference to the rates which are enacted or substantively enacted at the balance sheet date. The reduction in the corporation tax rate to 24% was substantively enacted on 26 March 2012, and therefore the potential deferred tax asset has been calculated at this rate. The further reductions to 23% and 22% are not expected to be substantially enacted until June or July 2012 and 2013 respectively and therefore have not been reflected in the deferred tax calculations for this period. 60 annual report 2012 annual report 2012 61 Notes to the Financial Statements 10. Post-Tax Profit for the Year from Discontinued Operations 11. Profit on Sale of Investment Discontinued operations relate to the Client IVR division of Eckoh UK Limited. On 27 May 2010, the Company reached agreement to sell the Client IVR division of Eckoh UK Limited to Telecom Express Limited in return for 27.5% of the issued share capital of Telecom Express Limited (a company incorporated in England and Wales). The Board decided that it wished to focus efforts on the growth of the Speech Solutions business and that the Client IVR division would have a greater opportunity for future success if it were to become part of a larger business. Profit from disposal of operations Consideration: Shares in Telecom Express Limited Deferred cash Net consideration received Cost of disposal Net assets disposed: Property, plant and equipment Pre and post tax gain from the disposal of operations No cash or cash equivalents were disposed of with the sale of these operations (2011: £nil). Trading result of discontinued operations Revenue Cost of Sales Gross Profit Administrative expenses Interest receivable Profit before taxation Taxation Post-tax profit for the year from discontinued operations Post-tax gain from the disposal of operations Basic and diluted earnings per share (note 12) 2012 £’000 - - - - - - 2012 £’000 - - - - - - - - - - - 2011 £’000 138 - 138 (92) (15) 31 2011 £’000 1,269 (1,026) 243 (207) - 36 - 36 31 67 As detailed in note 10, Eckoh plc acquired a 27.5% holding in Telecom Express Limited (“TE”) on 27 May 2010 and a place on the board. On 16 March 2012, this holding was sold back to Telecom Express for £100,000 to be paid in three equal instalments on 1 June 2012, 3 August 2012 and 1 February 2013. The shares acquired were originally valued at £137,500 after discounting to take account of the fact that this is a minority holding in a privately owned company. During the period from 1 June 2010 to 30 September 2010 TE made losses of £82k which prompted a review of forecasted trading performance and led to the decision to fully impair the remaining value of the investment. TE operate over a different accounting period than Eckoh plc, ending on 30 June each year. Movements in the carrying value of the investment during the year can be summarised as follows: Carrying value of investment in Telecom Express Limited Investment accounted for using equity method Share of loss from associate at 30 September 2010 Impairment of investment at 30 September 2010 Investment in equity accounted associate at 31 March 2011 Proceeds from sale of investment on 16 March 2012 Profit from sale of investment 12. Earnings per Share £’000 138 (23) (115) - 100 100 Basic earnings per ordinary share is calculated on the basis of the weighted average number of ordinary shares of 199,759,576 (2011: 199,759,576) in issue during the year ended 31 March 2012 after adjusting for shares held by the Employee Share Ownership Plan of 9,156 (2011: 9,156) and the profit for the period attributable to equity holders of the parent of £2,576,000 (2011: loss of £232,000). In calculating diluted earnings per share, the weighted average number of ordinary shares in issue, after adjusting for shares held by the Employee Share Ownership Plan, is further adjusted to include the dilutive effect of potential ordinary shares. The potential ordinary shares represent share options granted to employees where the exercise price is less than the average market price of ordinary shares in the period. The total number of options in issue is disclosed in note 23. The dilutive effect of potential ordinary shares outstanding at the end of the year is 9,740,000 (2011: 4,943,000). The cash flow statement includes the following amounts relating to discontinued operations from the sale of the Client IVR division: Operating activities Investing activities Net cash utilised in discontinued operations 2012 £’000 - - - 2011 £’000 (559) - (559) Weighted average number of shares in issue in the period Shares held by employee ownership plan Number of shares used in calculating basic earnings per share Dilutive effect of share options Number of shares used in calculating diluted earnings per share 0.03 pence Denominator 2012 ‘000 199,760 (9) 199,751 9,740 209,491 2011 ‘000 199,760 (9) 199,751 4,943 204,694 62 annual report 2012 annual report 2012 63 Notes to the Financial Statements 13. Intangible Assets 14. Property, Plant and Equipment Group Cost At 1 April 2010 Additions At 31 March 2011 Additions At 31 March 2012 Amortisation At 1 April 2010 Charge for the year At 31 March 2011 Charge for the year At 31 March 2012 Carrying amount At 31 March 2012 At 31 March 2011 Internally developed Goodwill computer software Other intangible assets £’000 15,922 - 15,922 - 15,922 15,922 - 15,922 - 15,922 - - £’000 1,231 298 1,529 128 1,657 634 288 922 349 1,271 386 607 £’000 20 - 20 - 20 18 2 20 - 20 - - Total £’000 17,173 298 17,471 128 17,599 16,574 290 16,864 349 17,213 386 607 Included within the carrying value of intangible assets is £185,000 (2011: £301,000) capitalised in respect of the costs incurred to enable Eckoh plc to become a Payment Card Industry Data Security Standard (PCI DSS) compliant level one service provider. This investment has strengthened security around the infrastructure and procedures within the business enabling it to handle credit card transactions for clients in a secure manner. These costs are being amortised over 3 years until October 2013. Cost At 1 April 2010 Additions Disposals At 31 March 2011 Additions At 31 March 2012 Depreciation At 1 April 2010 Charge for the year Disposals At 31 March 2011 Charge for the year At 31 March 2012 Carrying amount At 31 March 2012 At 31 March 2011 Fixtures and equipment £’000 6,014 635 (475) 6,174 645 6,819 4,854 446 (474) 4,826 505 5,331 1,488 1,348 The carrying amount of property, plant and equipment includes £nil (2010: £nil) in respect of assets held under finance lease contracts. The depreciation charge in respect of assets held under finance lease was £nil (2010: £nil). 64 annual report 2012 annual report 2012 65 Notes to the Financial Statements 15. Investment in Subsidiary Undertakings The following are the principal subsidiary undertakings of the Group, which are included in the consolidated financial statements: Subsidiary undertakings Country of incorporation Principal activities Percentage of share capital held Eckoh UK Limited Eckoh France SAS Eckoh Enterprises Limited Eckoh Projects Limited Avorta Limited Eckoh Technologies Limited Intelliplus Group Limited Intelliplus Limited Medius Networks Limited Telford Projects Limited Swwwoosh Limited 365 Isle of Man Limited England and Wales Speech Solutions France England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales Isle of Man Non trading Dormant Non trading Dormant Dormant Dormant Non Trading Non Trading Dormant Dormant Dormant (i) Share capital held by a subsidiary undertaking. All companies have March year-ends. All trading companies operate principally in their country of incorporation. 16. Inventories Work in progress 17. Trade and Other Receivables Current Trade receivables Less: provision for impairment of receivables Net trade receivables Other receivables Prepayments and accrued income 2012 £’000 19 19 2012 £’000 1,564 - 1,564 134 1,885 3,583 The Directors’ consider that the carrying value of the trade and other receivables approximate to their fair value. 100% 100%(i) 67% & 33%(i) 100% 100%(i) 100%(i) 100% 100%(i) 100%(i) 100% 100%(i) 100%(i) 2011 £’000 4 4 2011 £’000 1,333 (7) 1,326 60 1,711 3,097 Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Group’s trade and other receivables. Concentrations of credit risk with respect to trade receivables are limited due to working capital practices of the market sector and the Group; and the nature of the Group’s customer base. The working capital practices of the market sector within which the Group operates are such that the majority of the trade receivables balance is due from the telephony carriers under a self bill agreement. The reputable nature of the Group’s current customer base limits exposure to credit risk. At 31 March 2012, there are no trade receivables that are past due but not impaired (2011: nil). Management believe that the current provision for the impairment of receivables need not be increased on the basis of their historic experience and current knowledge of customers and amounts due. The movement on the provision in the year relates to writing off a disputed amount outstanding since 2005 from British Telecommunications plc. The remainder of the movement of provision relates to items which were provided for as being more than 60 days past due which were subsequently settled with the provision released. (2011: provision reduced by £65,000). The financial results for the year ended 31 March 2010 disclosed that amounts outstanding totalling £2,927,000 were owed to Eckoh plc by Redstone plc (“Redstone”). The loan was a remaining balance of a loan of £7,500,000 originally made to Symphony Telecom Holdings plc in 2006. Symphony Telecom Holdings plc were acquired by Redstone in July 2006. The Directors of Eckoh plc were approached by the Directors of Redstone to participate in a programme to restructure and refinance Redstone and assist in securing the financial future of Redstone. On 24 August 2010, agreement was reached with Redstone plc on a settlement to clear all outstanding amounts from the loan. Under the terms of the agreement Eckoh received;  A settlement fee of £500,000 payable in cash (“Eckoh Settlement Fee”)  200,000,000 Ordinary shares (“Eckoh Settlement Shares”) with an aggregate value of £1,000,000 at the placing price of 0.5p per share The Eckoh Settlement Shares had a market value of 0.66p on the day of issue and were sold over several transactions at 0.5p per share with the final transaction being completed on 17 September 2010. In addition the balance of deferred arrangement fees was released against the receivable balance. The impairment of receivable has been recorded as a finance expense in the Statement of consolidated income and was determined as follows: Loan balance at 31 March 2010 Interest receivable accrued and unpaid Cash from Eckoh Settlement Fee Net proceeds from disposal of Eckoh Settlement Shares Cash from immediate sale of shares Release of deferred arrangement fee Interest accrued and unpaid in the period Impairment of Receivable Adjustment for change in fair value of available for sale equity instrument transferred on sale Finance expense in year ended 31 March 2011 £’000 2,927 6 (500) (500) 18 (225) (661) 1,065 160 1,225 66 annual report 2012 annual report 2012 67 Notes to the Financial Statements 18. Short-Term Investments Sterling Fixed rate Floating rate 2012 £’000 1,000 1,000 2012 £’000 1,000 - 1,000 2011 £’000 317 317 2011 £’000 - 317 317 The short term investments at floating rate in the prior year represent an amount held in escrow in connection with a client contract. The short term investment at fixed rate represents an amount held with Natwest Bank for a fixed period of time. Short-term deposits held during the year have an average maturity of 9 months (2011: 3 months) with an average interest rate of 1.04% (2011: 0.88%). 19. Cash and Cash Equivalents Sterling Floating rate 2012 £’000 5,370 5,370 2012 £’000 5,370 5,370 2011 £’000 5,370 5,370 2011 £’000 5,370 5,370 Cash and cash equivalents comprise cash held by the Group. Surplus cash is placed in an interest bearing account. The average interest rate on the interest bearing account during the year was 0.65% (2011: 0.59%). The Group’s financial risk management is disclosed in note 3. 20. Trade and Other Payables Trade payables Other payables Other taxation and social security Accruals and deferred income 2012 £’000 1,047 208 399 607 2,261 2011 £’000 1,071 245 349 654 2,319 All of the amounts above are payable within one year and trade payables that are more than three months old at the year-end represent £13,000 (2011: £256,000). The Group’s exposure to liquidity risk is disclosed in note 3. 21. Share Capital Allotted called up and fully paid Date of issue and share type Ordinary shares of 0.25p each At 1 April 2011 At 31 March 2012 Number of shares Nominal Value 199,759,576 199,759,576 £’000 499 499 The total authorised number of shares is 1,000,000,000 ordinary shares with a nominal value of 0.25 pence per share. All ordinary shares in issue are fully paid. The holders of the ordinary shares are entitled to receive dividends, if declared, and are entitled to vote at general meetings of the Company. There were no changes to the authorised share capital during the period. Potential ordinary shares are disclosed in note 23. 22. Provisions At 1 April 2011 Provided in year Utilisation in year At 31 March 2012 Provision for Dilapidations £’000 43 - - 43 Total £’000 43 - - 43 The dilapidation provision will not be payable until the end of the lease on the Group’s Telford House offices in 2015. The effect of discounting is not material and therefore has not been included within the calculation for the dilapidation provision. 23. Share Based Payment The Eckoh plc Share Option Scheme (‘the Scheme’) was introduced in November 1999. Under the Scheme the Board can grant options over shares in the Company to Group employees. The grant price of share options is the middle market quotation price as derived from the Daily Official List of the London Stock Exchange on the date of the grant. The contractual life of an option is ten years. Options granted under the Scheme become exercisable subject to the share price exceeding RPI plus 15% after the third anniversary of the grant date. Exercise of an option is subject to continued employment, with certain exceptions, as specified in the Scheme rules. The Eckoh plc Enterprise Management Incentive Scheme (‘the EMI Scheme’) was introduced in February 2007. Under the Scheme the Board can grant options over shares in the Company to Group employees. The grant price of share options is the middle market quotation price as derived from the Daily Official List of the London Stock Exchange on the date of the grant. The contractual life of an option is ten years. Options granted under the EMI Scheme become exercisable subject to the percentage growth in earnings per share in the three years following the year of grant being at least 5% (compounded) per annum. Exercise of an option is subject to continued employment, subject to certain exceptions as specified in the EMI Scheme rules. The Eckoh plc Share Incentive Plan (‘the SIP’) was introduced in April 2007. Under the SIP, employees can buy partnership shares worth up to up to £1,500 per annum and receive matching shares in the ratio of 2:1 by completing the partnership/matching share agreement. The purchase price will be the prevailing market price on that day when the shares are purchased. The SIP trustees buy shares twice a year. Subject to continuing employment, within three years of purchase partnership shares can be withdrawn from the SIP with a corresponding charge to income tax and national insurance however the associated matching shares can not be withdrawn within the first three years. Subject to continuing employment, between three and five years of the purchase date, both partnership and matching shares can be withdrawn from the SIP with a corresponding charge to income tax and national insurance. Subject to continuing employment, five years after the purchase date, both partnership and matching shares can be withdrawn from the SIP without a corresponding charge to income tax and national insurance. Both partnership and matching shares can be withdrawn from the SIP within five years of the purchase date without a corresponding charge to income tax and national insurance subject to employment terminating for certain reasons as specified under the SIP rules. 68 annual report 2012 annual report 2012 69 Notes to the Financial Statements The Eckoh plc 2010 Long Term Incentive Plan (“LTIP”) was introduced in June 2010. Awards under the plan are made in two parts. Part 1 awards are in the form of options exercisable at 0.25 pence, which vest dependent on performance against Earnings per share targets set at the beginning of each financial period. None of the Part 1 awards are released until 3 years have elapsed during which targets relating to Total Shareholder Return must also be achieved. The Part 1 awards have a matching mechanism whereby additional awards are made to match any purchase of shares made by recipients up to a cap of 25% of the Executive’s remuneration. Part 2 awards are made to executive directors and key management in the event that the Company undergoes a change of control (“trigger event”). The value of part 2 awards is dependent on the increase in value obtained for shareholders from a trigger event in comparison to the value of the Company shares at the date of award. Further information is available in the remuneration report on page 32 and in the directors report on page 22. As there is currently no probability of a “trigger event” taking place before the lapse date of the awards of 30 June 2013, no charge was made to the Statement of comprehensive income in respect of these awards. The 2010 Eckoh plc Bonus scheme paid half of any bonus payable to executives and key management personnel in the form of deferred nil cost share options. The awards relating to the 2010/11 financial year were made on 30 June 2011 (“calculation date”) with further detail available in the Remuneration report on page 18. An award relating to the 2011/12 financial year is expected to be made on 30 June 2012 (“calculation date”). The deferred share options will vest in two halves 12 and 24 months following the calculation dates. The fair value of share options granted under the Scheme, the EMI Scheme and the SIP was measured using the QCA-IRS option valuer based on the Black-Scholes formula, taking into account the terms and conditions upon which the grants were made. The fair value per option granted and the assumptions used in the calculation are as follows: Share price (pence) Exercise price (pence) Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Fair value per option (pence) 31 Jul 2007 5 March 2010 8 June 2011 26 March 2012 8.50 8.75 21 5.0 5.13 21 8.00 8.125 2 10.875 11.0 13 4,525,000 4,500,000 1,000,000 1,275,000 3 43% 10 3 5.49% - 2.89 3 43% 10 3 2.83% - 1.56 3 48% 10 3 4.00% - 3.13 3 42% 10 3 2.75% - 3.15 The expected volatility is based on historical volatility over the last three years. The expected life is the average expected period to exercise. The risk free rate of return is the yield on zero-coupon UK government bonds of a term consistent with assumed option life. The expected volatility is based on historical volatility over the last three years. The expected life is the average expected period to exercise. The risk free rate of return is the yield on zero-coupon UK government bonds of a term consistent with assumed option life. The fair value of awards made under the LTIP scheme was measured using a model using the Monte Carlo method, taking into account the terms and conditions upon which the awards were made. The fair value of awards made under the Bonus scheme was measured using the QCA-IRS option valuer based on the Black-Scholes formula. The fair value per award granted and the assumptions used in the calculation are as follows; Award type Share price (pence) Exercise price (pence) Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Fair value per option (pence) Award type Share price (pence) Exercise price (pence) Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Fair value per option (pence) 30 June 2010 28 February 2011 LTIP 4.875 0.25 2 4,846,153 3 43% 10 3 1.38% - 2.53 LTIP 7.125 0.25 1 150,000 2.34 43% 9.34 2.34 1.61% - 4.98 30 June 2010 30 June 2010 30 June 2011 30 June 2011 Bonus 4.75 0.00 4 Bonus 4.75 0.00 4 Bonus 11.00 0.00 4 Bonus 11.00 0.00 4 845,162 845,162 443,108 443,108 2 43% 10 2 1.38% - 4.75 3 43% 10 3 1.38% - 4.75 2 43% 10 2 4.0% - 11.00 3 43% 10 3 4.0% - 11.00 70 annual report 2012 annual report 2012 71 Notes to the Financial Statements A reconciliation of option movements over the year to 31 March 2012 is shown below: 2012 2011 Number of share options Weighted average exercise price Number of share options Weighted average exercise price Outstanding at 1 April Granted Lapsed Forfeited Outstanding at 31 March Exercisable at 31 March 20,394,304 3,134,483 (236,000) (322,196) 22,970,591 8,999,632 2012 Weighted average remaining life 4.80 7.07 7.79 5.87 5.04 7.91 17,434,667 6,686,476 - (3,726,839) 20,394,304 9,307,828 6.09 0.25 - 8.97 4.80 7.91 2011 Range of exercise prices (pence) 0-0.5 4.5-6.5 6.5 – 8.5 8.5 – 10.5 10.5 – 12.5 16.5 – 20.0 Weighted average exercise price (pence) 0.17 5.13 7.07 8.72 10.99 - Number of shares (000’s) 7,546 4,150 4,820 5,150 1,305 - Expected Contractual 1.4 0.9 0.5 - 2.9 - 8.4 7.9 2.5 4.4 9.8 - Weighted average exercise price (pence) Number of shares (000’s) 0.19 5.13 6.86 8.72 10.75 16.75 6,686 4,400 4,077 5,200 30 1 Weighted average remaining life Expected Contractual 2.1 1.9 - - - - 7.4 8.9 1.7 5.4 1.7 0.2 During the period, Eckoh plc held 27.5% of the share capital of Telecom Express Limited (“TE”) as disclosed in note 11 arising from the sale of the IVR division. In addition, NB Philpot was a director of both Eckoh plc and TE during the period that the shareholding was owned by Eckoh plc. As a result, TE is considered a related party. Eckoh plc have provided a speech recognition share quote service to TE since April 2008 and generated revenue of £42,000 (2011: £35,000) in the year ended 31 March 2012 from which payments of £23,000 (2011: £7,000) were made to TE as part of a revenue share arrangement. In addition, Eckoh plc have recognised a further £140,000 (2011: £61,000) of revenue from TE for business support services supplied during the year ended 31 March 2012. At 31 March 2012 a balance of £63,000 (2011: £14,000) was owing from TE to Eckoh plc in respect of these transactions. In addition, Eckoh have an arrangement with TE where traffic from some Eckoh clients uses a TE network. TE receives the revenue from this traffic and passes it on to Eckoh plc. As at 31 March 2012, £198,000 (2011: £201,000) was outstanding from TE in respect of these transactions. Directors and key management includes the staff costs of the Directors’ and the Management Team. Directors and other key management Wages and salaries Social security costs Pension costs Share based payments 2012 £’000 710 90 12 91 903 2011 £’000 720 88 12 63 883 The aggregate Directors’ emoluments are shown in the table below. An analysis of Directors’ emoluments is included in the Directors’ Report on page 11. Directors Aggregate emoluments 26. Operating Lease Commitments 2012 £’000 513 513 2012 £’000 234 284 518 2011 £’000 504 504 2011 £’000 487 379 866 The total charge for the year relating to employee share based payment plans was £105,000 (2011: £63,000) all of which related to equity-settled share based payment transactions. The Group had total annual commitments under non-cancellable operating leases as follows: 24. Pension Commitments The Group operates a group personal pension scheme and, in addition, the subsidiary company Eckoh UK Limited operates a defined contribution pension scheme. The assets of the pension schemes are held separately from those of the Group in independently administered funds. The pension charge represents contributions payable by the Group to the funds. There were no outstanding or proposed contributions at the balance sheet date. Land and buildings Expiring within one year Expiring within two to five years 25. Related Party Transactions Eckoh plc is the parent and ultimate controlling company of the Eckoh Group, the consolidated financial statements of which include the results of the following subsidiary undertakings (note 15):  Eckoh UK Limited  Eckoh France SAS  Eckoh Projects Limited  Intelliplus Limited  Medius Networks Limited Each subsidiary is 100% owned by the Eckoh Group and is considered to be a related party. The principal property under operating lease is the Group’s head office in Hemel Hempstead for which the annual operating lease charge is £103,000 for the ground and first floors. On 8 December 2011, an additional lease for the second floor of the same building was agreed. The annual operating lease charge for the additional floor is £52,000 with rent commencing on 24 July 2012. The term of the lease covers the period to 21 March 2015. The Group also have an operating lease for a data centre in Heathrow, London at which some of its call processing platform is located. The term of the lease covers the period to July 2012 at a cost of £384,000 per annum. 72 annual report 2012 annual report 2012 73 27. Cash Flow from Operating Activities Cash flows from operating activities Profit / (loss) after taxation Gain on disposal of business operations Profit on sale of investment in associate Interest income Interest paid Share of loss in associate Impairment of investment in associate Increase in deferred tax asset Taxation credit recognised in income statement Depreciation of property, plant and equipment Amortisation of intangible assets Share based payments Operating profit before changes in working capital and provisions Increase / (decrease) in inventories Increase / (decrease) in trade and other receivables (Increase) / decrease in trade and other payables Increase in provisions Net cash generated in operating activities 2012 £’000 2,576 - (100) (49) - - - (1,320) - 505 349 105 2,066 (15) (486) (58) - 1,507 2011 £’000 (232) (31) - (121) 1,225 23 115 - (316) 446 290 63 1,462 1 564 (836) (277) 914 28. Events after the Statement of Financial Position Date Post year end the Directors are recommending that a final dividend for the year ended 31 March 2012 of 0.2 pence per ordinary share be paid to the shareholders whose names appear on the register at the close of business on 24 August 2012 with payment on 21 September 2012. The ex-dividend date will be 19 September 2012. This recommendation will be put to the shareholders at the Annual General Meeting. Based on the shares in issue at the year end, this payment would amount to £0.4m. Company Financial Statements Prepared Under UK GAAP Company Balance Sheet as at 31 March 2012 Company number: 3435822 Fixed assets Investments Current assets Debtors: amounts falling due within one year Short-term investments Cash at bank and in hand Creditors: amounts falling due within one year Net current assets Total assets less current liabilities Net assets Capital and reserves Called up share capital Capital redemption reserve Share premium account Share based payment Profit and loss account Total shareholders’ funds Notes ii iii iv v viii, ix ix ix ix ix 2012 £’000 5,211 5,211 40 1,000 5,230 6,270 (9) 6,261 11,472 11,472 499 198 695 440 9,640 11,472 2011 £’000 5,043 5,043 29 - 4,963 4,992 (9) 4,983 10,026 10,026 499 198 695 272 8,362 10,026 The financial statements were approved and authorised for issue by the Board of Directors on 11 June 2012 and signed on its behalf by: Adam Moloney – Group Finance Director 74 annual report 2012 annual report 2012 75 Notes to the Company’s Financial Statements For the year ended 31 March 2012 Principal Accounting Policies Deferred Taxation Related Party Transactions Deferred taxation 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 tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. Basis of Accounting The financial statements for the Company have been prepared on the going concern basis, under the historical cost convention and in accordance with the Companies Act 2006 and applicable Accounting Standards in the United Kingdom. Going Concern Under company law, the Company’s Directors are required to consider whether it is appropriate to prepare financial statements on the basis that the Company is a going concern. As part of its normal business practice, the Company is included within annual and longer term plans prepared management, and, in reviewing this information, the Company’s Directors are satisfied that the Company has reasonable resources to enable it to continue in business for the foreseeable future. For this reason, the Company continues to adopt the going concern basis in preparing these financial statements. The principal accounting policies adopted by the Company are described below. Investments Long-term investments, held as fixed assets, are stated at cost less provision for any impairment in value. FRS 8 ‘Related Party Transactions’ requires the disclosure of the details of material transactions between the reporting entity and related parties. The Company has taken advantage of exemptions under FRS 8 not to disclose transactions between wholly-owned Group companies. Share Based Payments The Company operates a share option scheme which allowed certain Group employees to acquire shares in the Company. The fair value of share options granted is recognised within the staff costs of the relevant group company with a corresponding increase in equity. The fair value is measured at grant date and spread over the period up to the date when the recipient becomes unconditionally entitled to payment. The fair value of share options was measured using either a Monte Carlo valuation model or the QCA-IRS option valuer using the Black-Scholes formula, taking into account the terms and conditions upon which the grants were made. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold of vesting. During the year the company also introduced a new long term incentive plan. The fair value of the conditional awards of shares granted under the long term incentive plan determined at the date of grant. The fair value is then expensed on a straight line basis over the vesting period based on an estimate of the number of shares that will eventually vest. At each reporting date, the non-market based performance criteria and total shareholder return defined in the long term incentive plan will be reconsidered and the expense will be revised as necessary. FRS 20 has been applied to all options granted after 7 November 2002 which have not vested on or before 1 January 2006. A deferred tax adjustment is also made relating to the intrinsic value of the share options at the balance sheet date. As a result of the grant of share options since 6 April 1999 the Company will be obliged to pay employer’s National Insurance contributions on the difference between the market value of the underlying shares and their exercise price when the options are exercised. A provision is made for this liability using the value of the Company’s shares at the balance sheet date and is spread over the vesting period of the share options. The provision is held by the relevant group company who employs the share option holders. Dividends Final dividends are recorded in the financial statements in the period in which they are approved by the shareholders. Interim dividends are recognised when paid. 76 annual report 2012 annual report 2012 77 The directors have assessed the carrying values of the Company’s investments in line with FRS 11 Impairment, and concluded that no impairment triggers exist that would require the Company’s investment in Eckoh UK Limited to be further impaired. The investment in Eckoh Projects Limited has been fully returned in previous years and therefore has no current value. During the year the Directors have reviewed the disclosures in respect to investments, and believe it more appropriate to show historic net increases to investments as a result of the write-off/write-back of intercompany balances, and the associated impairment of those balances, on a gross basis, rather than a net basis. The impact of this grossing up is to increase Cost brought forward by £6,986,000 and increase Impairment brought forward by £6,986,000. There is no impact on the net book value of Investments. Other investments represent additional investments in Eckoh UK Limited as a result of the share-based payments arrangements in place. As the Company grants options over its shares to employees of Eckoh UK Limited, the Company records an increase in its investment in Eckoh UK Limited, the details of which are disclosed further in note 23 of the consolidated financial statements. The disclosure of these amounts has been restated during the year. Cash Flow Statement Notes to the Company’s Financial Statements The cash flows of the Company are included in the consolidated cash flow statement on page 27. i. Operating Expenses Staff Costs Details of the Directors’ emoluments are given in the Directors’ Report on page 11. The Director’s remuneration costs are borne by a subsidiary undertaking. The Company did not incur any staff costs during the year (2011: £nil). The average number of employees employed by the company during the year was 4 (2010: 4). Services Provided by the Group’s Auditor Fees payable for the audit of the parent company and consolidated accounts of £15,000 (2011: £18,000) were borne by a subsidiary undertaking. ii. Fixed Asset Investments Cost At 1 April 2011 – as previously stated Reclassification between categories (see page 54) Additions – change to disclosures At 1 April 2011 – as restated Additions At 31 March 2012 Impairment Shares in subsidiary undertakings £’000 Other investments £’000 5,043 (307) 6,986 11,722 - 11,722 - 307 - 307 168 475 Total £’000 5,043 - 6,986 12,029 168 12,197 At 1 April 2011 and 31 March 2012 (6,986) - (6,986) Net Book Value At 31 March 2012 At 31 March 2011 4,736 4,736 475 307 5,211 5,043 Fixed rate iii. Debtors Other debtors Prepayments and accrued income Amounts due within one year iv. Short-Term Investments Sterling 31 March 2012 £’000 26 14 40 31 March 2012 £’000 1,000 1,000 31 March 2012 £’000 1,000 1,000 31 March 2011 £’000 26 3 29 31 March 2011 £’000 - - 31 March 2011 £’000 - - The following are the principal subsidiary undertakings of the Company: Subsidiary undertakings Country of incorporation Principal activities Percentage of share capital held Eckoh UK Limited Eckoh Projects Limited England and Wales England and Wales Speech Solutions IVR Services 100% 100% The short term investment at fixed rate represents an amount held with Natwest Bank for a fixed period of time. Short-term deposits held during the year have an average maturity of 9 months (2011: 3 months) with an average interest rate of 1.04% (2011: 0.88%). v. Creditors: Amounts Falling Due Within One Year The Company also holds 100% of the issued share capital of nine non-trading or dormant companies, not shown above. The details of these non-trading and dormant companies are listed at Companies House and are included in note 15 of the consolidated accounts. Other creditors All trading companies operate principally in their country of incorporation and have March year-ends. 31 March 2012 £’000 9 9 31 March 2011 £’000 9 9 78 annual report 2012 annual report 2012 79 vi. Provisions for Liabilities and Charges Total unprovided deferred tax assets are as follows: Tax losses available Other temporary differences Unprovided deferred tax asset 31 March 2012 £’000 2,639 18 2,657 31 March 2011 £’000 1,551 19 1,570 No deferred tax asset has been recognised on the grounds that there is insufficient evidence that the asset will be recoverable. vii. Profit and Loss Account The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and have not presented a profit and loss account for the Company alone. During the year ended 31 March 2012 the Company made a profit of £1,478,000 (2011: loss of £386,000). x. Share Options and Share Based Payments Share options and share based payments are disclosed in note 23 to the consolidated financial statements. xi. Related Party Transactions The Company has taken advantage of the exemption conferred by FRS 8 that transactions between wholly owned Group companies do not need to be disclosed. xii. Events after the Balance Sheet Date Post year end the Directors are recommending that a final dividend for the year ended 31 March 2012 of 0.2 pence per ordinary share be paid to the shareholders whose names appear on the register at the close of business on 24 August 2012 with payment on 21 September 2012. The ex-dividend date will be 19 September 2012. This recommendation will be put to the shareholders at the Annual General Meeting on 15 August 2012. Based on the shares in issue at the year end, this payment would amount to £0.4m. viii. Share Capital Allotted, called up and fully paid Date of issue and share type Ordinary shares of 0.25p each As at 1 April 2011 As at 31 March 2012 ix. Share Capital and Reserves Share capital £’000 Capital redemption reserve £’000 Balance at 1 April 2011 Profit for the year Dividends paid in year Share option charge Balance at 31 March 2012 499 - - - 499 Number of shares Nominal value £’000 199,759,576 199,759,576 499 499 Share premium account £’000 695 - - - As restated Share based payment £’000 Profit and loss account £’000 272 - - 168 440 8,362 1,478 (200) - 9,640 198 - - - 198 695 80 annual report 2012 annual report 2012 81 Shareholder Information Shareholder Information Dealings permitted on Alternative Investment Market (AIM) of the London Stock Exchange. Directors and Company Secretary Registrar Capita Registrars The Registry 34 Beckenham Road Beckenham Kent, BR3 4TU C.M. Batterham Non-executive Chairman C. Ansell Non-executive Director N.B. Philpot Chief Executive Offi cer A.P. Moloney Group Finance Director and Company Secretary Registered Offi ce Eckoh plc Telford House Corner Hall Hemel Hempstead Hertfordshire, HP3 9HN www.eckoh.com Registered in England and Wales, Company number 3435822. Nominated Advisor and Nominated Broker Singer Capital Markets Limited One Hanover Street, London, W1S 1YZ Solicitor Travers Smith 10 Snow Hill London, ECA 2AL Banker Barclays Bank plc 11 Bank Court Hemel Hempstead Hertfordshire, HP1 1BX Auditor KPMG Audit Plc Altius House One North Fourth Street Milton Keynes, MK9 1NE 82 annual report 2012 annual report 2012 83 Eckoh plc Telford House Corner Hall Hemel Hempstead Hertfordshire HP3 9HN 08000 630 730 tellmemore@eckoh.com www.eckoh.com 84 annual report 2012 

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