Audiovisual interaction
made easy
mirada plc Annual Report and Accounts 2014
ABOUT US
mirada plc creates products for digital TV
operators and broadcasters. They enable
consumers to enjoy and interact with
digital content on every device, regardless
of the technology used to deliver the
content (IPTV, cable, satellite), including
over-the-top services for the users of
Internet-connected devices.
mirada‘s biggest value is an excellent and highly
skilled team with wide experience in digital TV
technology. Company’s internal process of product
creation, based on creative brainstorming and real
user testing, has proved to be one of the keys to the
excellence of delivered products.
mirada develops major digital TV software projects
for multiple TV operators and broadcasters around the
world, with their solution already launched in such
countries as Mexico, Brazil, Spain, Italy, Peru, UK, United
Arab Emirates and more. Mirada’s products are used
by the largest operators and brands, including Disney
International TV, Sky, MTV Networks and many others.
mirada’s solution has already gained wide popularity
in the markets where they operate, thanks to the high
affordability of the company’s solutions, the flexibility
adapting to their clients’ specific needs, easiness of the
deployment process and very optimal time to market.
OUR YEAR
Review of the year
Financial statements
Mirada at a glance – our products
8 Statement of directors’ responsibilities
1 Chief Executive Officer’s Report
9
Independent Auditors’ Report
4 Strategic Report
10 Consolidated income statement
Corporate governance
6 Directors’ report
7 Directors’ Remuneration Report
11 Consolidated statement of changes in equity
12 Consolidated statement of financial position
13 Consolidated statement of cash flows
14 Notes to the consolidated financial statements
40 Company balance sheet
41 Notes to company financial statements
contents
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year
MIRADA AT A GLANCE
Our products
Iris
Iris Service Delivery
Platform (SDP)
Iris – mirada’s state-of-the-
art TV Everywhere digital
ecosystem.
Powerful tool for both
TV operators and their
subscribers.
A perfect fusion of traditional broadcasting
with internet-based services with one
mission: to provide their clients’ subscribers
with an easy-to-use, seamless experience
across multiple devices. No tutorials needed
- every user can view and interact with the
available content through their Set-top-
boxes, TVs, tablets and smartphones.
Achieved goal: highly cost-effective, flexible
solution, acclaimed by mirada’s clients for
its very optimal time to market.
This extensive back-end product is the
brain of Iris ecosystem, with advanced tools
and modules to enable quick and effective
access to all needed content, statistics, and
extra features.
Achieved goal: to provide users with such
features as content suggestions and smart
search throughout the catalogue, as well
as to grant operators with powerful tools
of audience measurement and content
management according to their specific
marketing needs.
Clients include:
Clients include:
» Euskaltel
» Cablecom
» Undisclosed Tier 1 operator in LatAm
» Other operators in LatAm
» Euskaltel
» Ono
» Montecable
» Nuevosiglo
» TCC
» 2 undisclosed Tier 1 operators in LatAm
mirada at a glance / our products
mirada plc Annual report and accounts 2014 MIRADA AT A GLANCE
Our products
Inspire UI
Origin UI
Exclusive user interface which
enables seamless experience
across all platforms, including
smartphones, tablets and PCs.
Real-user live testing during the process of
the development enabled our team of UX
experts to create a product that is both rich
with high-end features and extraordinarily
intuitive, with easy access to all advanced
Iris and Iris SDP functions.
Achieved goal: a solution that enables the
operator to provide the most advanced
features to their subscribers, and which
satisfies even the most demanding users,
both on the level of usability and visual
attractiveness.
Highly cost-effective user
interface created to satisfy
all kinds of users, with a
unique blend of tradition and
technological advancement.
Our UX team conceived Origin UI based on
one main objective: to create an interface
that is attractive and from the very first
glance familiar to everyone, allowing not
only an average user but also seniors and
minors to enjoy all the features and content
offered by their Pay TV provider without the
need to explore multiple menus to achieve
full usability.
Achieved goal: to create a fast, technologi-
cally advanced yet still affordable solution
for the operators, and high-end, multi-
screen but also easy-to-use UI for the users.
Clients include:
» Undisclosed Tier 1 operator
Clients include:
» Euskaltel
» Cablecom
mirada at a glance / our products
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year MIRADA AT A GLANCE
Our products
xPlayer
Navi
One of mirada’s flagship
products, xPlayer manages
synchronized interactive content
within multiple TV devices:
smartphone, web, tablet and
digital TV.
xPlayer manages red and green button
interactivity on behalf of a channel,
allowing viewers to interact with content on
screen (red button) or schedule recordings
or reminders (green button).
Navi is an interactive
navigational solution designed
by mirada in collaboration with
Ericsson.
Navi is a complete set of navigational
services, including VoD and PPV services,
PVR, content promotion and miniguide for
linear TV. From quick and easy navigation
to next generation viewing, Navi creates an
engaging user experience. It is seamlessly
integrated with the conditional access
solution and the back-end and allows
viewers to search, record and play all
content stored on the Set-top Box.
Clients include:
» GVT
» Axtel
Clients include:
» ITV
» Channel 4
» UKTV
» RedBeeMedia
» BBC
mirada at a glance / our products
mirada plc Annual report and accounts 2014 CHIEF EXECUTIVE OFFICER’S REPORT
José-Luis Vázquez
for our iris product, growing more than 16%, from £1.49
million to £1.74 million. Digital TV & Broadcast revenues
from professional services were 17% lower, owing to the
diversion of resource into the Tier One trial. For commercial
reasons this work was carried out at a significantly lower
charge-out rate. Further, the resources diverted into the
Tier One trial could not capitalise on other business which
would have been charged at standard rates, adversely
impacting this year’s Digital TV & Broadcast revenues.
During the year we were pleased to welcome a number
of new institutional shareholders to the Group, which
we consider a significant demonstration of support for
our strategy. In addition, as evidenced by the recently
announced fundraising, the Company is now well placed
to take advantage of the growing OTT market, enabling
us to fund new contracts and improve our product range
within demanding time-scales. The team has adapted well
to the changing environment, and has shown its ability to
meet new challenges. We are grateful for the continued
support that we have received from our stakeholders.
Trading review
Tier One customer
Following sustained growth in our subscriber-based
licence fees in recent years, the main goal of management
this year was to secure our first Tier One customer. After
winning new contracts in Latin America over the last two
years and establishing a strong track record on deliveries,
we were given the opportunity to participate in a much
larger tender against industry-leading competitors, most
much larger than us. The outcome of this process was the
offer of a trial period in which to showcase our iris product.
In management’s opinion, the key to securing the trial
derived from the following factors:
• Our ability to deliver a finished product faster than our
competitors;
• The superior architecture of our iris product;
• The number of references that mirada had won in the
market during the previous few years; and
• The high degree of flexibility of iris, which allowed for a
more customised proposal.
We have now entered a new stage in which other major
players in the digital television market are showing
increased interest in our capabilities. The Company is in
advanced negotiations with other potential customers,
and we expect to announce new deals after the summer
break. References are key in this market, and we are now
winning really important ones.
chief executive officer’s report / 1
Overview
I am pleased to report the Group’s financial results for the
year ended 31 March 2014. This has been a watershed year
for the Company during which we secured our first Tier
One customer for our lead product, iris, further justifying
management’s decision to shift to a product-based model.
Despite dedicating significant resources to the trial that led
to this flagship contract win, we generated an operating
profit for the year, recorded an increase in our adjusted
EBITDA (defined as earnings before interest, tax, depreciation,
amortisation and share based payment charges) to
£1.02million (2013: £0.98 million) and posted full year net
profits after tax of £0.04 million (2013: loss of £0.24 million).
During the year the focus has been on our ability to secure
and service larger contracts in the developing market
place, where Over The Top (“OTT”) opportunities are
expected to drive growth. The benefits of this strategy are
highlighted by the post-year announcement of the Tier
One contract win, following the success of the trial during
the second half of the reported financial year.
Reflecting our strategic investment in this contract, Group
revenues were slightly lower than last year (£4.57 million,
a decrease of around 5%). Our Digital TV & Broadcast unit
revenues were broadly in line with last year, equalling
£4.15 million, with subscriber-based licence fees, mainly
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year CHIEF EXECUTIVE OFFICER’S REPORT
- continued
Performance of Installed Base
This year has been the second complete year of operations
under our product-based model and we now have four
customers’ platforms generating subscriber-based licence
fees: GVT in Brazil, on both IPTV (through Ericsson) and
DTH (satellite platforms), and Cablecom and Axtel in
Mexico. By the end of our financial year we should have at
least one more, owing to the recent Tier One contract win.
GVT in Brazil, owned by the Vivendi Group, is growing
well with more than 750,000 subscribers as of 31 March
2014, yielding around 300,000 new subscribers during
the fiscal year. Most of their growth is driven by their new
satellite platform, which was launched in August 2013.
Axtel is a smaller customer, although their subscriber base
is growing satisfactorily. Cablecom is still waiting for the
approval of the Mexican regulators to consolidate their
integration into the Televisa group, expected during the
current financial year.
Digital TV and Broadcast unit financial performance
It should be noted that for the year under review, we
have stopped segregating revenues between Digital TV
and Broadcast. This is because we have been increasingly
integrating xplayer functionalities into our larger Digital
TV product (iris and navi) deals . The Group has continued
to focus on Digital TV & Broadcast business, which, with
revenues of £4.15 million this year, represented 91% of the
Group total (90% last year) and 94% of gross margins (94%
last year). Subscriber-based licence fees continued to grow
from £1.49 million to £1.74 million (up 16%), while the rest
of revenues decreased by around 17% from £2.76 million
to £2.40 million owing to the reasons already set out
above. Segmental EBITDA remained strong at £1.87 million
(2013: £1.97 million).
Financial overview
Owing to the impact of the trial on professional service
fee revenue, total turnover decreased by 5% to £4.57
million (2013: £4.84 million). Gross profit margin was
stable at 96% and adjusted EBITDA for the year was up
4.5% to £1.02 million, compared to £0.98 million in the
prior year. Amortisation charges increased to £0.92 million
from £0.68 million resulting from increased investment
in our iris product. Owing to the improved performance
and future projections of the Group deferred tax assets of
£0.47 million were recognised during the year.
Adjusted EBITDA is a key performance indicator (“KPI”)
used by management as it removes the impact of
one-off and non-cash transactions. Other KPIs used by
management included the following:
• Gross profit margin: due to the concentration of the
Group on the Digital TV & Broadcast business has led to a
sustained gross profit margin of 96%, in line with last year.
• Overseas activities (i.e. excluding UK and Spain): total
revenues remained stable in Latin America at £3.14
million compared to £3.16 million last year, owing to the
effect of the Tier One trial. Latin America now represents
69% of our turnover, up from 65% last year. Overseas
activities remained at 73% of total Group turnover, a
small reduction from 75% last year.
• Subscriber-based licence fee revenue included within
the Digital TV & Broadcast segment: revenues from
licence fees command higher margins and are key to
our return on investment and overall profitability. Total
licence fees for the year equalled £1.74 million, a 16.7%
increase on the £1.49 million earned in the prior period.
Increasing our presence in growing markets represents
our main focus and, even with the lower trial-related
prices for professional services in the region this year, Latin
America represented 69% of total Group revenues (65%
last year). We continue to focus on international activities,
with revenues from the UK and Spanish markets remaining
broadly stable at 27% of total turnover (25% last year).
The Group posted a profit after tax for the year of £0.04
million compared to a loss of £0.24 million loss in the
prior period although management is acutely aware that
investment is still ongoing in ensuring that the Tier One
contract can be executed. This contract should however,
deliver higher margins like the ones already being
received from other subscriber-based licence fees
Appointments
During the year we were pleased to welcome Mr. Javier
Casanueva to the role of Non-Executive Chairman. Mr.Raúl
Labrada also joined us as our new CFO.
The entire convertible loan balance of £975,000
outstanding at 31 March 2013 was converted into equity
during the year with all conversions taking place at a
price of 10 pence. We believe that this demonstrates
the confidence of the loan note holders in the future
performance of the share price. Total loans and borrowings
decreased from £3.53 million to £2.64 million during
2 / chief executive officer’s report
mirada plc Annual report and accounts 2014 CHIEF EXECUTIVE OFFICER’S REPORT
- continued
the period. Additionally, during the financial year, the
Company was able to secure about £2.1 million from both
existing and new institutional shareholders, with the aim
of funding the expected contract win and enhancing our
inspire user interface.
One contract. We remain confident in the Group’s ability
to deliver on the Tier One contract and the recent £3.5
million placing strengthens our balance sheet and enables
the Group to pursue further OTT opportunities in the Latin
American market.
We expect our performance to be supported by strong
subscriber-based licence revenues deriving from existing
installations, the new Tier One contract and future contract
wins. We believe the Tier One contract will be a significant
catalyst to the Group growing substantially as the product
is rolled out over its life from commercial launch later this
financial year.
The Tier One contract has expanded the pipeline of
opportunities in Latin America and beyond. References are
key in this market and we are already seeing the benefits
as we seek to capitalise on recent successes.
The Company expects to benefit from its focus on OTT
propositions. We will be investing heavily in our technical
capabilities and expanding our sales and marketing efforts
in this area.
Our team has performed well during the transition from
delivering on small to medium-sized projects to the
greater demands and complexities of much bigger Tier
One projects. The quality and values of our stakeholders
have made a real difference to their ability to effect such
a difficult transition. I cannot be more grateful to them for
their hard work and their professionalism.
José-Luis Vázquez
Chief Executive Officer
11 August 2014
As detailed in an announcement on 30 July 2014, the
has Company approved a placing of £3.5 million (before
expenses) which will allow the Group to improve its
presence in the OTT market, further reduce its net debt
and increase working capital available to fund potential
new deals.
Operational Review
Areas of business
mirada is an audiovisual interaction technology company
providing both interactive products and software
development services. We trade in complementary areas
around the media business, with some smaller stand-alone
activities in certain other markets:
Digital TV operators:
We have nearly 15 years’ experience in technologies from
interactive TV to advanced navigational services. We have
a solid network of partners and we are internationally
recognised for our skill base. Our products comprise
user interfaces for content navigation and consumption
over Digital TV receivers (TV and set-top boxes), personal
computers and companion devices (tablets and
smartphones). Our major products are our navigational
software propositions: iris (with our origin and inspire user
interfaces) and navi (in partnership with Ericsson).
Other areas:
mirada has experience and business activities in other
areas, principally broadcast and cashless payment
solutions for the car parking market via mirada connect.
Broadcast activities have been merged with the Digital
TV unit in the year under review, as the group has been
increasingly integrating the product range of these
business units. Mirada connect will remain independent
of the rest of the business. Although non-core, it makes a
positive contribution to Group EBITDA.
Current Trading and Outlook
This has been a transformational period for the Group, in
which we have proven our ability to deliver on top-level
deals. The Group remains in a period of investment and
current trading is similar to that stated at financial year-
end. The Group continues to direct resources to the Tier
chief executive officer’s report / 3
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year
STRATEGIC REPORT
The directors present their strategic report together with
the audited financial statements for the year ended 31
December 2013.
Business model
The Company’s main activity is the provision of software
for the for the Digital TV market. Our major customers
are Digital TV platforms, mostly Pay TV service providers.
We provide the technology needed to facilitate the final
user’s interaction with the devices they provide, starting
with digital TV decoders (set-top boxes), and now with
the TV-everywhere propositions on tablets, smartphones,
computers and connected TVs. Our major products are
our navigational software propositions: iris (with our
origin and inspire user interfaces) and navi (in partnership
with Ericsson).
Our customers need the services of a User Interface
(“UI”) provider such as mirada when creating a new
Digital TV service or replacing/upgrading an existing
one. The UI provider interacts with the device vendor
(in the case of set-top boxes and connected TVs), the
encryption technology vendor (Conditional Access (“CA”)
vendor) for the protection of content, and the customer
systems (billing and provisioning systems). For the larger
customers, this is usually a capital expenditure model
per final subscriber or household where the STB vendor
is the highest investment and licence fees are paid to the
software providers (CA licence and UI licence).
The Group tends to interact with the customer in the
early stages of their decision making process, and help
in the selection of the proper ecosystem. Our expertise
is widely recognised in the industry, and we provide a
value that goes beyond our actual UI proposition. Our
business model is to charge a one-off subscriber or device
related fee, where the Pay TV platform pays the Group
for any new deployment of our products, and as their
subscribers continue to increase so does mirada’s licence
fees. Additionally, the customer pays for the set-up fees
(adaptation and integration of our technology) and for
any additional bespoke developments (on a professional
services basis) or product enhancements (on a subscriber
or device basis). A customer using mirada’s technology
would also pay annual support and maintenance fees.
market. The aim is to increase the number of customers
being charged subscriber-based licence fees because
these revenues command higher margins and, as long
as the customer’s subscriber base is growing, mirada will
continue to earn licence fees even from projects which
were completed several years previously.
The main key performance indicator (“KPI”) used by
management in assessing the success of this strategy is
growth in mirada’s subscriber-based licence fee revenue;
total licence fees for the year equalled £1.74 million, an 16.7%
increase on the £1.49 million earned in the prior period.
References are very important in this market, and winning
reference contracts has been and is an integral part of
our strategy. We need to continue investing in having
the required functionalities in our products to satisfy
the cutting-edge demands from our customers, while
maintaining a fair balance between potential growth
and profitability. Our investment in iris and the over-the-
top functionalities are essential on ensuring a proper
implementation of this strategy.
Principal risks and uncertainties
The key business risks affecting the Group are set out below.
Dependence on people
The Group recognises the value of the commitment of its
skilled personnel and is conscious that it must keep the
reward systems, both financial and motivational, in place
to minimise this area of risk. Our share option scheme and
investment in training are examples of this.
Digital TV and Broadcast markets
The sectors in which the Group operates may undergo
rapid and unexpected changes. It is possible therefore
that either competitors will develop products similar to
the Group, or its technology may become obsolete or less
effective. The Group’s success depends upon its ability
to enhance its products and technologies and develop
and introduce, on a timely and cost effective basis, new
products and features that meet changing customer
requirements and incorporate technological advances.
As a result the Group continues to invest significantly in
research and development.
Strategy
Information technology
The Group’s strategy is to extend its presence in the
Digital TV markets, focusing on those markets with higher
potential growth rates, for example the Latin American
Data security and business continuity pose inherent risks for
the Group. The Group invests in, and keeps under review,
formal data security and business continuity policies.
4 / strategic report
mirada plc Annual report and accounts 2014 STRATEGIC REPORT
- continued
Intellectual property
There are certain markets, most notably the United States
of America, in which there instances of disputes regarding
intellectual property involving technology companies,
including the Digital TV market. While the Group internally
generates its products and software and strongly believes
that it has not infringed any third party intellectual
property, management do recognise that due to the
nature of the technology market there will always be a risk
of other corporations potentially making claims regarding
intellectual property/patent infringements.
Financial risk management objectives and policies
The Group’s activities expose it to a number of financial
risks including capital risk, credit risk, foreign currency
exchange risk, interest rate risk and liquidity risk. The
management of financial risk is governed by the Group’s
policies approved by the board of directors, which provide
written principles to manage these risks. See note 19 for
further details on the Group’s financial instruments.
Credit risk
The Group has some exposure to credit risk from credit
sales. It is the Group’s policy to assess the credit risk of new
customers before entering into contracts. Historically, as
mirada’s customers are mainly broadcasters and medium/
large telecommunication companies, bad debts across the
Group have been low.
Foreign currency exchange risk
The majority of cash at bank is held in Sterling and Euro
accounts. There are also trade balances in these currencies.
As these currencies are now the Group’s functional
currencies, the Group has not entered into any forward
exchange contracts in relation to these currencies. The
Group is increasing signing more sales contracts in US
dollars and is currently investigating ways of reducing the
risk on any potential future fluctuations in the US dollar
exchange rate. Any foreign exchange gains or losses
on trading activities are recognised in the consolidated
income statement.
Capital risk
Post the balance sheet date on 5 August 2014 the Group
successfully completed a placing totalling £3.5 million
(before expenses). The directors have therefore formed
a judgement at the time of approving the consolidated
financial statements that Group have both sufficient
resources to invest in its product base and have adequate
resources to continue in operational existence for the
foreseeable future. For this reason, the directors continue
to prepare the consolidated financial statements on the
going concern basis.
Approval
This strategic report was approved in behalf of the Board
on 11 August 2014 and signed on its behalf.
José-Luis Vázquez
Chief Executive Officer
11 August 2014
strategic report / 5
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year DIRECTORS’ REPORT
The directors present their annual report and the audited
financial statements for the year ended 31 March 2014.
Review of business and future developments
Reviews of the business, its results, future direction and key
performance indicators are included in the Chief Executive
Officer’s Report and Strategic Report on pages 2 to 7.
Dividends
No dividend is declared in respect of the year (2013: £nil).
Directors’ and officers’ indemnity insurance
The Group has taken out an insurance policy to indemnify
the directors and officers of the company and its
subsidiaries in respect of certain liabilities which may
attach to them in their capacity as directors or officers of
the Group, so far as permitted by law. This policy remained
in force throughout the year and remains in place at the
date of this report.
Directors
The directors who held office during the year are given
below:
Executive Directors
Mr José-Luis Vázquez
Chief Executive Officer
Non-executive Directors
Mr Javier Casanueva
Mr Rafael Martín Sanz
Mr Francis Coles
Mr Richard Alden
Non- Executive Chairman
Resigned 26 April 2013
The interests of directors in the shares of the Group at 31
March 2014 are disclosed in the Directors’ Remuneration
Report on pages 10 and 11.
Substantial shareholdings
At 31 March 2014 the following shareholders held, directly
or indirectly, two per cent or more interests in the issued
share capital of the Company:
Number of
ordinary
£1 shares
Percentage
of issued
ordinary
share capital
Chase Nominees Ltd
18,687,837
21.7%
Infoglobal S.A
11,558,661
13.4%
Baring Iberia II Inversión en
Capital F.C.R.
10,686,855
12.4%
HSBC Global Custody
Nominee
Naropa Cartera S.L.U
Asesoria Digital S.L.
Vidacos Nominees Ltd
7,362,090
8.5%
4,229,643
2,932,027
2,142,859
4.9%
3.4%
2.5%
Fresh Inversiones S.L
2,123,008
2.5%
Commerz Nominees Ltd
2,027,350
Harewood Nominees Ltd
1,877,088
2.4%
2.2%
Events since the reporting date
Significant events which have occurred since the reporting
date are detailed in note 26.
Auditors
Each of the persons who are directors at the date of
approval of this report confirms that:
1. so far as the directors are aware, there is no relevant
audit information of which the auditors are unaware;
and
2. the directors have taken all the steps that they ought to
have taken as directors in order to make them aware of
any relevant audit information and to establish that the
auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies
Act 2006.
BDO LLP have expressed their willingness to continue in
office as auditors and a resolution to reappoint them will
be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on behalf
of the Board:
José-Luis Vázquez
Chief Executive Officer
11 August 2014
6 / directors’ report
mirada plc Annual report and accounts 2014
DIRECTORS’ REMUNERATION REPORT
The Remuneration Committee decides the remuneration policy that applies to executive directors and senior
management. The Remuneration Committee meets as necessary in order to consider and set the annual remuneration
for executive directors and senior managers, having regard to personal performance and industry remuneration rates. In
determining that policy it considers a number of factors including:
• the basic salaries and benefits available to executive directors and senior management of comparable companies;
• the need to attract and retain directors and others of an appropriate calibre; and
• the need to ensure all executives’ commitment to the success of the Group.
Non-executive directors are appointed on contracts with a three-month notice period and may be awarded fees as
determined by the Board.
Executive directors are appointed on contracts with a 12-month notice period.
Directors’ Remuneration
The following table summarises the remuneration receivable by the directors for the year ended 31 March 2014.
Executive
José-Luis Vázquez
Non-executive
Rafael Martín Sanz
Javier Casanueva
Francis Coles
Richard Alden
Salary &
fees
£000
Benefits
£000
Year ended
31 March
2014
£000
Year ended
31 March
2013
£000
183
—
13
30
5
231
3
—
—
—
—
3
186
—
13
30
5
234
111
—
—
24
47
182
Directors’ interests
The interests of the directors who held office during the year in the shares of the Group at 31 March 2014 were as follows:
José-Luis Vázquez*
Richard Alden
Rafael Martín Sanz**
Francis Coles
* Shares held by Fresh Inversiones S.L., a company under the control of José-Luis Vázquez.
** Shares held by Asesoría Digital S.L. which is owned by Rafael Martín Sanz and his wife.
Number of ordinary shares
31 March 2014
2,123,008
—
2,932,027
572,486
31 March 2013
2,123,008
1,065,854
2,032,027
572,486
directors’ remuneration report / 7
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the company
and enable them to ensure that the financial statements
comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding the
assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Website publication
The directors are responsible for ensuring the annual
report and the financial statements are made available
on a website. Financial statements are published on
the company’s website in accordance with legislation
in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance
and integrity of the company’s website is the responsibility
of the directors. The directors’ responsibility also extends
to the ongoing integrity of the financial statements
contained therein.
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 financial
statements for each financial year. Under that law the
directors have elected to prepare the group financial
statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European
Union and the company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards and applicable law). Under company law the
directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the
state of affairs of the group and company and of the loss of
the Group 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 these 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, subject to any material
departures disclosed and explained in the financial
statements;
•
for the Company financial statements, state whether
applicable UK Accounting Standards have been
followed; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
8 / statement of directors’ responsibilities
mirada plc Annual report and accounts 2014 INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF MIRADA PLC
European Union;
• the parent company’s financial statements have been
properly prepared in accordance with United Kingdom
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 strategic report
and directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Iain Henderson (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
United Kingdom
11 August 2014
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
We have audited the financial statements of mirada
plc for the year ended 31 March 2014 which comprise
consolidated income statement, consolidated statement
of comprehensive income, consolidated statement of
changes in equity, consolidated statement of financial
position, consolidated statement of cash flows, the
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
United Kingdom Accounting Standards (United Kingdom
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.
Respective responsibilities of directors and auditors
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 Financial
Reporting Council’s (FRC’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 FRC’s website at
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the
state of the group and the parent company’s affairs as at
31 March 2014 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
independent auditors’ report to the members of mirada plc / 9
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year CONSOLIDATED INCOME STATEMENT
Year ended 31 March 2014
Revenue
Cost of sales
Gross profit
Depreciation
Amortisation
Share-based payment charge
Other administrative expenses
Total administrative expenses
Operating profit
Finance income
Finance expense
Loss before taxation
Taxation
Profit/(loss) for year
Notes
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
5
13
12
22
6
8
9
10
4,572
(182)
4,390
(43)
(924)
(53)
(3,366)
(4,386)
4
32
(422)
(386)
427
41
4,837
(207)
4,630
(58)
(683)
—
(3,649)
(4,390)
240
137
(617)
(240)
—
(240)
Earnings/(loss) per share
Earnings/(loss) per share for the year
- basic & diluted
Year ended
31 March 2014
£
Year ended
31 March 2013
£
11
(0.001)
(0.007)
The above amounts are attributable to the equity holders of the parent.
The notes on pages 20 to 53 form part of these financial statements.
10 / consolidated income statement
mirada plc Annual report and accounts 2014 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 March 2014
Profit/(loss) for the period
Other comprehensive loss:
Currency translation differences
Total other comprehensive loss
Total comprehensive loss for the year
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
41
(240)
(26)
(26)
15
(28)
(28)
(268)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended 31 March 2014
At 1 April 2013
Profit for the financial year
Movement in foreign exchange reserve
Share based payment
Transfer between reserves
Conversion of convertible loans into shares
Issue of shares
Share issue costs
At 31 March 2014
At 1 April 2012
Loss for the financial year
Movement in foreign exchange reserve
Conversion of convertible loans into shares
Issue of shares
Share issue costs
At 31 March 2013
Share
capital
£000
519
—
—
—
—
98
244
—
861
Share
premium
account
£000
Share
option
reserve
£000
Foreign
exchange
reserve
£000
Merger
reserves
Retained
earnings
Total
£000
£000
£000
140
3,059
—
—
—
—
—
—
— (140)
—
—
877
1,894
(54)
5,776
—
—
509
—
(26)
—
—
—
—
—
483
2,472
—
—
—
—
—
—
—
(3,234)
41
—
53
140
(29)
—
—
3,465
41
(26)
53
—
946
2,138
(54)
2,472
(3,029)
6,563
Share
capital
Shares to
be issued
£000
£000
Share
option
reserve
£000
Foreign
exchange
reserve
£000
Merger
reserve
Retained
earnings
Total
£000
£000
£000
319
—
—
45
155
—
519
1,216
—
—
400
1,457
(14)
3,059
140
—
—
—
—
—
537
—
(28)
—
—
—
2,472
—
—
—
—
—
(3,026)
(240)
—
32
1,658
(240)
(28)
477
— 1,612
—
(14)
140
509
2,472
(3,234)
3,465
The notes on pages 20 to 53 form part of these financial statements.
consolidated statement of comprehensive income / 11
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March 2014
Company number 3609752
Property, plant and equipment
Goodwill
Intangible assets
Deferred Tax Assets
Non-current assets
Trade & other receivables
Cash and cash equivalents
Current assets
Total assets
Loans and borrowings
Trade and other payables
Provisions
Current liabilities
Net current liabilities
Total assets less current liabilities
Interest bearing loans and borrowings
Embedded conversion option derivative
Other non-current liabilities
Provisions
Non-current liabilities
Total liabilities
Net assets
Issued share capital and reserves attributable to equity
holders of the company
Share capital
Share premium
Other reserves
Retained earnings
Equity
Notes
31 March 2014
£000
31 March 2013
£000
13
12
12
10
14
24
16
15
17
17
17
17
17
20
21
21
21
37
6,946
2,444
508
9,935
1,781
30
1,811
11,746
(728)
(2,339)
(76)
(3,143)
(1,332)
8,603
(1,911)
—
(129)
—
(2,040)
(5,183)
6,563
861
5,776
2,955
(3,029)
6,563
61
6,946
1,719
—
8,726
1,292
94
1,386
10,112
(697)
(2,725)
(141)
(3,563)
(2,177)
6,549
(2,767)
(65)
(181)
(71)
(3,084)
(6,647)
3,465
519
3,059
3,121
(3,234)
3,465
These financial statements were approved and authorised for issue on 11 August 2014.
Signed on behalf of the Board of Directors.
José-Luis Vázquez
Chief Executive Officer
The notes on pages 20 to 53 form part of these financial statements
12 / consolidated statement of financial position
mirada plc Annual report and accounts 2014 CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 March 2014
Note
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
Cash flows from operating activities
Profit/(loss) after tax
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payment charge
Finance income
Finance expense
Taxation
Operating cash flows before movements in working capital
Decrease in trade and other receivables
Decrease in trade and other payables
(Decrease)/increase in provisions
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Interest and similar income received
Purchases of property, plant and equipment
Purchases of other intangible assets
Net cash used in investing activities
Cash flows from financing activities
Interest and similar expenses paid
Issue of share capital
Costs of share issue
Loans received
Repayment of loans
Repayment of capital element of finance leases
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Exchange gains on cash and cash equivalents
Cash and cash equivalents at the end of the year
24
24
Cash and cash equivalents comprise cash at bank less bank overdrafts.
41
43
924
53
(32)
422
(427)
1,024
(501)
(484)
(136)
(97)
16
(20)
(1,661)
(1,665)
(335)
2,036
(54)
289
(409)
(10)
1,517
(245)
94
1
(150)
(240)
58
683
—
(137)
617
—
981
44
21
(356)
690
3
(8)
(1,116)
(1,121)
(341)
1,014
(14)
913
(735)
(10)
827
396
(299)
(3)
94
consolidated statement of cash flows / 13
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014
1. General information
mirada plc is a company incorporated in the United
Kingdom. The address of the registered office is New City
Cloisters, 196 Old Street, London, EC1V 9FR. The nature
of the Group’s operations and its principal activities are
the provision and support of products and services in the
Digital TV and Broadcast markets.
The Directors have chosen to present these financial
statements in Pounds Sterling. All balances are shown in
thousands unless otherwise stated. Foreign operations are
included in accordance with the policies set out in note 2.
2. Significant accounting policies
Basis of accounting
These financial statements have been prepared in
accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations
issued by the International Accounting Standards Board as
adopted by European Union (“IFRSs”) and with those parts of
the Companies Act 2006 applicable to companies preparing
their accounts under IFRSs.
Going concern policy
The directors have prepared a cash flow forecast covering
a period extending beyond 12 months from the date of
these financial statements. The forecast contains certain
assumptions about the performance of the business. These
assumptions are the directors’ best estimate of the future
development of the business, including consideration of cash
reserves required to support working capital and its new
growth initiatives. The directors completed a fund raising in
July 2014 in order to secure £3.5m for the Group. Based on
shareholder approval received at the general meeting on 30
July 2014, the directors have a reasonable expectation that
the Group has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, they
continue to adopt the going concern basis of accounting in
preparing the annual financial statements.
Basis of consolidation
The consolidated financial statements incorporate the
financial statements of the Company and entities controlled
by the Company (its subsidiaries) made up to 31 March 2014.
Control is achieved where the Company has the power to
govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies
used into line with those used by the Group.
14 / notes to consolidated financial statements
All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
Business combinations
The acquisition of subsidiaries or trade and assets, is
accounted for using the purchase method. The cost of the
acquisition is measured at the aggregate of the fair values,
at the date of exchange, of assets given, liabilities incurred
or assumed, and equity instruments issued or to be issued,
by the Group in exchange for control of the acquiree,
plus any costs directly attributable to the business
combination. The acquiree’s identifiable assets, liabilities
and contingent liabilities that meet the conditions for
recognition under IFRS 3 are recognised at their fair value
at the acquisition date. There have been no business
combinations since the introduction of IFRS3(R).
Goodwill arising on acquisition is recognised as an
asset and initially measured at cost and is accounted for
according to the policy below.
Property, plant and equipment
Property, plant and equipment is stated at cost less
accumulated depreciation and any impairment in value.
Depreciation
Depreciation is provided on all property, plant and
equipment, other than freehold land, at rates calculated to
write off the cost, less estimated residual value based on
prices prevailing at the date of acquisition, of each asset
evenly over its expected useful life, as follows:
• Office & computer equipment
33.3% per annum
• Short-leasehold improvements
10% per annum
The carrying values of property, plant and equipment
are reviewed for impairment if events or changes in
circumstances indicate the carrying value may not be
recoverable. The asset’s residual values, useful lives and
methods are reviewed, and adjusted if appropriate, at each
financial period end.
Goodwill
Goodwill represents the excess of the cost of acquisition
over the Group’s interest in the fair value of the identifiable
assets, intangible fixed assets and liabilities of a subsidiary,
or acquired sole trade business at the date of acquisition.
Goodwill is initially recognised as an asset at cost and
is subsequently measured at cost less any accumulated
impairment losses. Goodwill which is recognised as an
asset is reviewed for impairment at least annually. Any
impairment is recognised immediately in the Group
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014
income statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is
allocated to each of the Group’s cash-generating
units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill
has been allocated are tested for impairment annually,
or more frequently when there is an indication that the
unit may be impaired. If the recoverable amount of the
cash-generating unit is less than the carrying amount of
the unit, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and
then to the other assets of the unit pro-rata on the basis of
the carrying amount of each asset in the unit. Where two
or more cash-generating units are combined, the goodwill
associated with the cash-generating units is allocated to
the combined cash-generating unit.
On disposal of a subsidiary the attributable amount of
goodwill is included in the determination of the profit or
loss on disposal.
Intangible assets
Intangible assets with a finite useful life represent items
which have been separately identified under IFRS 3 arising
in business combinations, or meet the recognition criteria
of IAS 38, “Intangible Assets”. Intangible assets acquired as
part of a business combination are initially recognised at
their fair value and subsequently amortised on a straight line
basis over their useful economic lives. Intangible assets that
meet the recognition criteria of IAS 38, “Intangible Assets”
are carried at cost less amortisation and any impairment
losses. Intangible assets comprise of completed technology,
acquired software, capitalised development costs and
goodwill.
Amortisation
Amortisation of intangible assets acquired in a business
combination is calculated over the following periods on a
straight line basis:
Completed technology
Deferred development costs - over a useful life of 3 to 4 years
- over a useful life of 4 years
The amortisation is charged to administrative expenses in
the consolidated income statement. Completed technology
relates to software and other technology related intangible
assets acquired by the Group from a third party. Deferrred
development costs are internally-generated intangible
assets arising from work completed by the Group’s product
development team.
Internally-generated intangible assets – research and
development expenditure
Expenditure on research activities is recognised as an
expense in the period in which it is incurred.
Any internally-generated intangible asset arising from the
Group’s development projects are recognised only if all of the
following conditions are met:
• The technical feasibility of completing the intangible asset
so that it will be available for use or sale.
• The intention to complete the intangible asset and use or
sell it.
• The ability to use or sell the intangible asset.
• How the intangible asset will generate probable future
economic benefits. Among other things, the Group can
demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to
be used internally, the usefulness of the intangible asset.
• The availability of adequate technical, financial and other
resources to complete the development and to use or sell
the intangible asset.
• Its ability to measure reliably the expenditure attributable
to the intangible asset during its development.
Internally-generated intangible assets are amortised on
a straight-line basis over their useful lives of three to four
years. If a development project has been abandoned
then any unamortised balance is immediately written off
to the income statement. Where no internally-generated
intangible asset can be recognised, development
expenditure is recognised as an expense in the period
in which it is incurred. The amortisation is charged to
administrative expenses in the consolidated income
statement.
Impairment of tangible and intangible assets
excluding goodwill
At each reporting date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs
to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
notes to consolidated financial statements / 15
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised in the impairment of intangible assets line
in the consolidated income statement as an expense
immediately, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash-generating unit)
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior periods. A
reversal of an impairment loss is recognised as income
immediately, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
Financial instruments issued by the Group are treated
as equity only to the extent that they do not meet the
definition of a financial liability. The Group’s ordinary
shares are classified as equity. When new shares are issued,
they are recorded in share capital at their par value. The
excess of the issue price over the par value is recorded in
the share premium reserve.
Incremental external costs directly attributable to the issue
of new shares (other than in connection with a business
combination) are recorded in equity as a deduction, net of
tax, to the share premium reserve.
Bank Borrowings
Interest-bearing bank loans and overdrafts are initially
recorded at fair value less direct issue costs. Finance
charges are accounted for on an accruals basis in the
income statement using the effective interest rate method
and are added to the carrying amount of the instrument to
the extent that they are not settled in the period in which
they arise.
Financial instruments
Trade payables
Financial assets and financial liabilities are recognised on
the Group’s balance sheet at fair value when the Group
becomes a party to the contractual provisions of the
instrument.
Trade receivables
Trade receivables represent amounts due from customers
in the normal course of business. All amounts are initially
stated at their fair value and are subsequently carried at
amortised cost, less provision for impairment which is
calculated on an individual customer basis, where there is
objective evidence.
Cash and cash equivalents
Cash and cash equivalents include cash at hand and
deposits held at call with banks with original maturities
of three months or less. For the purposes of the cash flow
statement, bank overdrafts are included in cash and cash
equivalents.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are
classified according to the substance of the contractual
arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of
the Group after deducting all of its liabilities.
Equity instruments issued by the Company are recorded at
the proceeds received, net of direct issue costs.
Trade payables are initially measured at fair value, and
are subsequently measured at amortised cost, using the
effective interest rate method.
Convertible debt
When the terms of the convertible debt result in
conversion into a variable number of shares, the proceeds
of the convertible debt are initially allocated into liability
(debt) and derivative components at fair value. The debt
component is calculated by reference to the net present
value of the cash flows arising from the convertible loan.
These cash flows were discounted at a rate of 20%. The
derivative component of the convertible debt is calculated
by deducting the debt component from the proceeds
received. Subsequently, the debt component is accounted
for as a financial liability measured at amortised cost. The
derivative component is also included within liabilities,
but is measured at fair value at each reporting date, with
changes in the fair value of the derivative component
being recognised in the consolidated income statement
under finance income.
Employee share incentive plans
The Group issues equity-settled share-based payments to
certain employees (including directors). These payments
are measured at fair value at the date of grant by use of
the Black-Scholes pricing model. This fair value cost of
equity-settled awards is recognised on a straight-line
basis over the vesting period, based on the Group’s
16 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
estimate of shares that will eventually vest and adjusted
for the effect of any non market-based vesting conditions.
The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of
non-transferability, exercise restrictions, and behavioural
considerations. A corresponding credit is recorded in
equity in the share option reserve.
Leases
Leases taken by the Group are assessed individually as to
whether they are finance leases or operating leases. Leases
are classified as finance leases whenever the terms of the
lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as
operating leases.
Operating lease rental payments are recognised as an
expense in the income statement on a straight-line basis
over the lease term. The benefit of lease incentives is
spread over the term of the lease.
Taxation
The tax expense represents the sum of the current tax and
deferred tax charges.
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in
the income statement because it excludes items of income
or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated
using tax rates that have been enacted or substantively
enacted by the reporting date.
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts
of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it
is probable that taxable profits will be available against
which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition
of goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in
a transaction that affects neither the tax profit nor the
accounting profit.
The carrying amount of deferred tax assets is reviewed at
each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset is realised. Deferred tax is charged or credited in the
income statement, except when it relates to items charged
or credited directly to equity, in which case the deferred
tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and
liabilities on a net basis.
Revenue recognition
Interactive service revenues
Interactive service revenues relate to the revenues
earned from both the Digital TV & Broadcast and Mobile
segments. Interactive service revenues are divided into 4
types, fixed-priced contracts, development fees, self-billing
revenues and the sale of licences.
Revenues from development fees (which include set-
up fees) are recognised according to management’s
estimation of the stage of completion of the project. This
is measured by reference to the amount of development
time spent on a project compared to the most up to date
calculation of the total time estimated to complete the
project in full.
In respect of self-billing revenues, the Group are informed
by the customer of the amount of revenue to invoice and
the revenues are recognised in the period these services
are provided.
Where the revenue relates to the sale of a one off licence,
the licence element of the sale is recognised as income
when the following conditions have been satisfied:
• the software has been provided to the customer in a
form that enables the customer to utilise it;
• the ongoing obligations of the Group to the customer
are minimal; and
• the amount payable by the customer is determinable
and there is a reasonable expectation of payment.
For certain contracts licence fees payable by customers are
dependent upon the number end user subscribers signing
notes to consolidated financial statements / 17
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
up to the customer’s digital television service. For this type
of contract revenues are recognised by multiplying the
individual licence fee by the net increase in the customer’s
subscriber base. Where the contract specifies a guaranteed
minimum number of licences, the revenue is recognised
in equal monthly amounts spread across the term of the
contract.
Certain revenues earned by the Group are invoiced in
advance. As outlined in the revenue recognition policy
above, revenues are recognised in the period in which the
Group provides the services to the customer, revenues
relating to services which have yet to be provided to the
customer are deferred.
Retirement benefit costs
The Group operates defined contribution pension
schemes. The amount charged to the income statement
in respect of pension costs and other post-retirement
benefits is the contributions payable in the period.
Differences between contributions payable in the period
and contributions actually paid are shown as either
accruals or prepayments in the balance sheet.
Foreign exchange
The individual financial statements of each group
company are presented in the currency of the primary
economic environment in which it operates (its functional
currency). For the purpose of the consolidated financial
statements, the result and the financial position of
each group company are expressed in pounds sterling,
which is the functional currency of the Company, and
the presentation currency for the consolidated financial
statements.
On translation of balances into the functional currency of
the entity in which they are held, exchange differences
arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or
loss for the period. When a gain or loss on a non-monetary
item is recognised directly in equity, any exchange
component of that gain or loss is recognised directly in
equity. Conversely, when a gain or loss on a non-monetary
item is recognised in the income statement, any exchange
component of that gain or loss is recognised in the income
statement.
on the reporting date. Income and expense items are
translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of
transactions are used.
Exchange differences arising on translating the opening
statement of financial position and the current year
income statements at the closing rate are classified as
equity and transferred to the Group’s foreign exchange
reserve. Such translation differences are recognised
as income or an expenses in the period in which the
operations is disposed of.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing
rate. The Group has elected to treat goodwill and fair
value adjustments arising on acquisitions before the date
of transition to IFRS as sterling denominated assets and
liabilities.
3. Standards not yet effective to the Group
Standards, amendments and interpretations to
published standards not yet effective
Certain new standards, amendments and interpretations
to existing standards have been published that are
mandatory for the Group’s accounting periods beginning
after 1 April 2013 or later periods and which the Group has
decided not to adopt early.
None of the newly issued standards, amendments and
interpretations are expected to have a material effect on
the financial statements.
4. Critical accounting judgements and key sources of estimation
uncertainty
Critical judgements in applying the Group’s accounting
policies
In the application of the Group’s accounting policies,
which are described in note 2, the directors are required
to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and
associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual
results may differ from these estimates.
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s foreign
operations are translated at exchange rates prevailing
The estimates and underlying assumptions are reviewed
on an ongoing basis.
18 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Key sources of estimation uncertainty
The following are the critical judgements that the
directors have made in the process of applying the Group’s
accounting policies that has the most significant effect on
the amounts recognised in the financial statements.
Impairment of goodwill and intangibles
Determining whether goodwill is impaired requires an
estimation of the value in use of the cash-generating
units to which goodwill has been allocated. The value in
use calculation requires the Group to estimate the future
cash flows expected to arise from the cash-generating
units and the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of
money and the risks specific to the cash-generating unit.
This includes the directors’ best estimate on the likelihood
of current deals in negotiation not yet concluded.
Consequently the outcome of negotiations may vary
materially from management expectation.
Useful economic life of intangibles
Intangible assets are amortised over their useful lives.
Useful lives are based on management’s estimates of the
period that the assets will generate revenue, which are
periodically reviewed for continued appropriateness.
Capitalised development costs
Any internally generated intangible asset arising from the
Group’s development projects are recognised only once all
the conditions set out in the accounting policy Internally
Generated Intangible Assets are met. The amortisation
period of capitalised development costs is determined
by reference to the expected flow of revenues from the
product based on historical experience. Furthermore
the Group reviews, at the end of each financial year,
the capitalised development costs for each product for
indications of any loss of value compared to net book
value at that time. This review is based on expected future
contribution less the total expected costs.
Provisions
There is currently a potential liability arising from an
onerous lease obligation. Management have taken their
best estimate concerning the potential liability and
subsequent outflow of cash. This provision will be re-
evaluated at each reporting date. Should events signify
that the provision differs from management’s current
assessment this could lead to future gains or losses
recognised in the income statement.
notes to consolidated financial statements / 19
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
5. Segmental reporting
Reportable segments
The chief operating decision maker for the Group is ultimately the board of directors. For financial and operational
management the board considers the Group to be organised into two operating divisions based upon the varying
products and services provided by the Group – Digital TV & Broadcast and Mobile. The products and services provided
by each of these divisions are described in the Strategic Report on page 5. The Digital TV & Broadcast segment has been
created in 2014, following the merger of the Digital TV and Broadcast & Content segments during the year. The segment
headed other relates to corporate overheads, assets and liabilities.
Segmental results for the year ended 31 March 2014 are as follows:
Revenue - external
Gross profit
Profit/(loss) before interest, tax, depreciation,
amortisation & share based payments
Depreciation
Amortisation
Share-based payment charge
Finance income
Finance expense
Taxation
Segmental (loss)/profit
Digital TV &
Broadcast
£000
Mobile
£000
4,149
4,120
1,871
(23)
(864)
—
—
—
375
1,358
423
270
53
—
(26)
—
—
—
52
79
Other
£000
—
—
(900)
(20)
(34)
(53)
32
(422)
—
(1,396)
The segmental results for the year ended 31 March 2013, presented on the revised basis, are as follows:
Revenue - external
Gross profit
Profit/(loss) before interest, tax, depreciation, amortisation & share
based payments
Impairment of goodwill
Depreciation
Amortisation
Finance income
Finance expense
Segmental (loss)/profit
Digital TV &
Broadcast
£000
4,367
4,331
1,974
—
(33)
(615)
—
—
1,326
Mobile
£000
470
299
57
—
—
(34)
—
—
23
Other
£000
—
—
(1,050)
—
(25)
(34)
137
(617)
(1,589)
Group
£000
4,572
4,390
1,024
(43)
(924)
(53)
32
(422)
427
41
Group
£000
4,837
4,630
981
—
(58)
(683)
137
(617)
(240)
There is no material inter-segment revenue included in the segments which is required to be eliminated.
The Group has three major customers in the Digital TV and Broadcast segment (a major customer being one that
generates revenues amounting to 10% or more of total revenue) that account for £0.86 million (2013: £1.37 million), £0.83
million (2013: £0.48 million) and £0.67 million (2013: £0.48 million) of the total Group revenues respectively.
20 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
The segment assets and liabilities at 31 March 2014 are as follows:
Additions to non-current assets
Total assets
Total liabilities
Digital TV &
Broadcast
£000
2,132
10,947
(4,280)
Mobile
£000
54
732
(57)
Other
£000
3
67
(846)
Capital expenditure comprises additions to property, plant and equipment and intangible assets.
The segment assets and liabilities at 31 March 2013, presented on a revised basis, are as follows:
Additions to non-current assets
Total assets
Total liabilities
Digital TV &
Broadcast
£000
1,087
9,085
(2,141)
Mobile
£000
23
688
(97)
Other
£000
14
339
(4,409)
Group
£000
2,189
11,746
(5,183)
Group
£000
1,124
10,112
(6,647)
Segment assets and liabilities are reconciled to the Group’s assets and liabilities as follows:
Assets
31 March 2014
£000
Liabilities
31 March 2014
£000
Assets
31 March 2013
£000
Liabilities
31 March 2013
£000
Segment assets and liabilities
Other:
• Intangible assets
• Property, plant & equipment
• Other financial assets & liabilities
Total other
11,679
4,337
9,773
—
2
65
67
—
—
846
846
89
19
231
339
Total Group assets and liabilities
11,746
5,183
10,112
2,238
—
—
4,409
4,409
6,647
Assets allocated to a segment consist primarily of operating assets such as property, plant and equipment, intangible
assets, goodwill and receivables.
Liabilities allocated to a segment comprise primarily trade payables and other operating liabilities.
Geographical disclosures
UK
Spain
Continental Europe
Americas
External revenue
by location of customer
Non-current assets by
location of assets
31 March 2014
£000
31 March 2013
£000
31 March 2014
£000
31 March 2013
£000
563
650
218
3,141
4,572
743
473
465
3,156
4,837
3,041
6,894
—
—
9,935
3,063
5,663
—
—
8,726
notes to consolidated financial statements / 21
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
6. Operating profit
The operating profit is stated after charging the following:
Depreciation of owned assets
Depreciation of assets held under finance lease
Amortisation of intangible assets
Operating lease charges
Research and development costs
Analysis of auditors’ remuneration is as follows:
Remuneration receivable by the Company’s auditor or an associate of the Company’s
auditor for the auditing of these accounts
Remuneration receivable by the Company’s auditors and its associates for other
services:
• The auditing of accounts of any associate of the Company
Total fees
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
43
—
924
233
—
35
23
683
200
220
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
15
28
43
15
28
43
Reconciliation of operating profit for continuing operations to adjusted earnings before interest, taxation, depreciation
and amortisation:
Operating profit
Depreciation
Amortisation
Share-based payment charge
Operating profit before interest, taxation, depreciation, amortisation and share-
based payment charge
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
4
43
924
53
1,024
240
58
683
—
981
22 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
7. Staff costs and employee information
Staff costs (including directors) comprise:
Wages and salaries
Social security costs
Other pension costs
Share based payments
Staff costs
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
3,009
597
28
53
3,687
2,764
555
12
—
3,331
The Group operates a defined contribution pension scheme for certain employees. No directors are members of this
scheme in both the current year and the previous year. The outstanding amount of pension contributions accruing at the
year end was £9,000 (2013: £25,000).
The average number of persons, including executive directors, employed by the Group during the year was:
By activity
Office and management
Platform and development
Sales and marketing
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
7
63
9
79
7
64
9
80
Directors and key management personnel remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group, including the directors of the company listed on page 1, the Chief Technical Officer, the Chief
Financial Officer, the Director of Sales and Business Development, the Sales Director of Northern Europe and North
America and the Sales Director of Southern Europe and Latin America.
Salaries and fees
Social Security costs
Defined contribution pension cost
Other benefits
Share option based payments cost
Amounts paid to third parties in respect of directors’ services
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
813
52
12
7
45
5
934
525
52
—
—
—
47
624
The directors’ remuneration is disclosed in the Directors’ Remuneration Report on page 10.
notes to consolidated financial statements / 23
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
8. Finance income
Interest received on bank deposits
Other financial income
Net gain on fair value of conversion option derivative
9. Finance expense
Interest and finance charges on bank loans and overdrafts
Convertible loan interest
Finance leases
Other interest payable
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
19
13
—
32
3
—
134
137
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
312
67
3
40
422
277
215
3
122
617
Finance charges include all fees directly incurred to facilitate borrowing. These include professional fees paid to
accounting practices, bank arrangement fees and fees to secure required guarantees.
10. Taxation
The tax assessed on the loss on ordinary activities for the period differs from the standard rate of tax of 23%. The
differences are reconciled below:
Loss before taxation
Loss on ordinary activities multiplied by 23% (2013: 24%)
Effect of expenses not deductible for tax purposes
Effect of non-taxable income
Losses carried forward
Losses Utilised
Total current tax
Origination and reversal of temporary differences
Recognition of previously un recognised deferred tax assets
Total deferred tax
Total tax expense
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
(386)
(240)
(89)
52
—
—
37
—
(35)
(392)
(427)
(427)
(58)
23
(32)
67
—
—
—
—
—
24 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Deferred taxation
Deferred tax assets have been recognised in respect of all tax losses for Mirada Connect Limited, research and
development investment for Fresh Interactive Technologies S.A and other temporary differences giving rise to deferred
tax assets where the directors believe it is probable that these assets will be recovered. The Directors believe that the
deferred tax assets are recoverable given the increasing profitability of Fresh Interactive Technologies S.A and Mirada
Connect Limited over recent years, combined with the forecasts for future periods.
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as
permitted by IAS 12) during the period are shown below.
Tax credit for losses
Other tax credits
Other temporary deductible differences
Tax asset
Asset
31 March 2014
£000
Liability
31 March 2014
£000
(Charged)/
credited to
profit & loss
31 March 2014
£000
Charged/
credited to
Equity
31 March 2014
£000
52
421
35
508
—
—
—
—
52
340
35
427
—
—
—
—
Deferred tax asset of £11,000 as at 31 March 2013 is included within trade and other receivables.
Deferred taxation amounts not recognised are as follows:
Group
Depreciation in excess of capital allowances
Losses
Unrecognised Tax Credit
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
1,587
9,830
1,839
13,256
1,582
10,196
1,623
13,401
The gross value of tax losses carried forward at 31 March 2014 equals £57.6 million (2013: £58.3 million).
Deferred tax asset
The deferred tax asset has not been recognised due to the uncertainty surrounding the timescale as to its recoverability.
The asset would start to become potentially recoverable if, and to the extent that, the Group were to generate taxable
income in the future.
11. Earnings per share
Profit/(loss) for year
Weighted average number of shares
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Year ended
31 March 2014
Total
Year ended
31 March 2013
Total
£41,000
65,233,761
(£240,000)
34,612,552
£0.001
£0.001
(£0.007)
(£0.007)
notes to consolidated financial statements / 25
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Adjusted loss per share
Adjusted loss per share is calculated by reference to the loss from continuing activities before interest, taxation, share-
based payment charges, depreciation and amortisation (see note 6).
Adjusted profit after tax for year
Weighted average number of shares
Basic adjusted earnings per share
Diluted adjusted earnings per share
Year ended
31 March 2014
Total
Year ended
31 March 2013
Total
£1,024,000
65,233,761
£981,000
34,612,552
£0.016
£0.014
£0.028
£0.022
The Company has 5,602,555 (2013: 301,327) potentially dilutive ordinary shares arising from share options issued to
staff. At 31 March 2014 the Company had no potentially dilutive ordinary shares arising from the convertible loan (2013:
9,750,000), see note 19. For the comparatives for year ended 31 March 2013 these have not been included in calculating
the diluted earnings per share as the effect is anti-dilutive, although they have been included in calculating the adjusted
earnings per share.
12. Intangible assets
Cost
At 1 April 2013
Additions
Foreign exchange
At 31 March 2014
Accumulated amortisation
At 1 April 2013
Provided during the year
Foreign exchange
At 31 March 2014
Net book value
At 31 March 2014
At 31 March 2013
Deferred
development
costs
£000
Completed
Technology
£000
Total
Intangible
assets
£000
5,374
1,661
( 61)
6,974
3,655
924
(49)
4,530
2,444
1,719
603
—
(10)
593
603
—
(10)
593
—
—
5,977
1,661
(71)
7,567
4,258
924
(59)
5,123
2,444
1,719
Goodwill
£000
29,083
—
—
29,083
22,137
—
—
22,137
6,946
6,946
The net book value of internally generated assets at 31 March 2014 equalled £2,408,000 (2013: £1,656,000) and the net
book value of other intangible assets was £36,000 (2013: £63,000).
26 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Cost
At 1 April 2012
Additions
Foreign exchange
At 31 March 2013
Accumulated amortisation
At 1 April 2012
Provided during the year
Foreign exchange
At 31 March 2013
Net book value
At 31 March 2013
At 31 March 2012
Deferred
development
costs
£000
Completed
Technology
£000
Total
Intangible
assets
£000
4,232
1,116
26
5,374
2,937
683
35
3,655
1,719
1,295
597
—
6
603
597
—
6
603
—
—
4,829
1,116
32
5,977
3,534
683
41
4,258
1,719
1,295
Goodwill
£000
29,083
—
—
29,083
22,137
—
—
22,137
6,946
6,946
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be
impaired.
The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in
use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs
during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the
time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in
selling prices and direct costs are based on past practices and expectations of future changes in the market.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for
the next three years. The forecasts are based on current contracts and management’s estimate of revenues relating to
opportunities that are currently being pursued. The cash flow forecasts are extrapolated for the balance of 20 years based
on an estimated growth rate of 5% (2013: 5%) for Digital TV & Broadcast and Connect. This rate does not exceed the average
long-term growth rate for the relevant markets. The rate used to discount the forecast pre-tax cash flows for all CGUs is 16%
(2013: 16%). No reasonably possible change in any of the assumptions or variables used in the impairment test of goodwill
would result in an impairment.
Following the impairment review of the carrying value of goodwill, no impairments were considered to be appropriate.
During the year, the Group have been increasingly integrating the xplayer functionalities into its Digital TV product
deals, thus utilising the assets and workforce previously included in the Broadcast and Content CGU. As a result of this
management are no longer able to monitor the cash flows of the Broadcast and Content CGU independently from those of
the Digital TV CGU. In order to reflect this reorganisation, all of the assets, including goodwill, were transferred to the Digital
TV CGU for the purpose of impairment testing.
Carrying value at 1 April 2013
Transfer of goodwill
Carrying value at 31 March 2014
Digital TV &
Broadcast
Interactive
Marketing
£000
Connect
£000
£000
4,485
1,905
6,390
1,905
(1,905)
—
556
—
556
Group
£000
6,946
—
6,946
notes to consolidated financial statements / 27
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
13. Property, plant and equipment
Cost
At 1 April 2013
Additions
Foreign exchange
At 31 March 2014
Depreciation
At 1 April 2013
Provided during the year
Foreign exchange
At 31 March 2014
Net book value
At 31 March 2014
At 31 March 2013
Office &
computer
equipment
£000
Short-leasehold
improvements
£000
1,327
20
(6)
1,341
1,267
43
(5)
1,305
36
60
49
—
—
49
48
—
—
48
1
1
Total
£000
1,376
20
(6)
1,390
1,315
43
(5)
1,353
37
61
Included in the net book value of property, plant and equipment are amounts of £Nil (2013: £Nil) held under finance
lease and hire purchase contracts. Depreciation of £Nil (2013: £23,000) has been charged on these assets.
Office &
computer
equipment
£000
Short-leasehold
improvements
£000
1,340
8
(24)
3
1,327
1,230
57
(24)
4
1,267
60
110
49
—
—
—
49
47
1
—
—
48
1
2
Total
£000
1,389
8
(24)
3
1,376
1,277
58
(24)
4
1,315
61
112
Cost
At 1 April 2012
Additions
Disposals
Foreign exchange
At 31 March 2013
Depreciation
At 1 April 2012
Provided during the year
Disposals
Foreign exchange
At 31 March 2013
Net book value
At 31 March 2013
At 31 March 2012
28 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
14. Trade & other receivables
Trade receivables
Allowance for bad debts
Other receivables
Prepayments and accrued income
Total
Trade receivables
Trade receivables net of allowances are held in the following currencies:
Sterling
Euro
US Dollars
Total
31 March 2014
£000
31 March 2013
£000
819
(31)
788
379
614
317
(46)
271
324
697
1,781
1,292
31 March 2014
£000
31 March 2013
£000
77
147
564
788
104
89
78
271
The fair values of trade and other receivables are the same as book values as credit risk has been addressed as part of
impairment provisioning and, due to the short term nature of the amounts receivable, they are not subject to other
ongoing fluctuations in market rates.
Before accepting any new customer, the Group uses a credit approval process to assess the potential customer’s credit
quality and defines credit limits by customer.
Included in the Group’s trade receivable balance are debtors with a carrying amount of £157,000 (2013: £2,000) which
are past due at the reporting date. The Group does not hold any collateral over these balances. The average age of these
receivables is 61 days (2013: 120 days).
Ageing of past due but not impaired trade receivables:
30-60 days
60-90 days
90+ days
Total
Movement in allowance for doubtful debts:
Balance at beginning of year
Utilised in year
(Credit)/charge for year
Balance at the end of the period
31 March 2014
£000
31 March 2013
£000
155
—
2
157
—
—
2
2
31 March 2014
£000
31 March 2013
£000
46
(15)
—
31
59
(20)
7
46
notes to consolidated financial statements / 29
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date.
Ageing of impaired receivables:
+120 days
31 March 2014
£000
31 March 2013
£000
31
46
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable set out above.
15. Trade and other payables - current
Trade payables
Other payables
Other taxation and social security taxes
Accruals
Deferred income
Finance lease creditor
31 March 2014
£000
31 March 2013
£000
814
282
675
237
331
—
2,339
1,054
312
769
97
483
10
2,725
The fair values of trade and other payables are the same as book values as due to the short term nature of the amounts
payable, they are not subject to other ongoing fluctuations in market rates.
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
average credit period taken for trade purchases is 118 days (2013: 143 days).
Maturity analysis of the financial liabilities, excluding other taxation and social security and deferred income, is as follows:
Up to 3 months
3 to 6 months
6 to 12 months
Total
16. Loans and borrowings
Bank overdrafts
Bank loans
Other loans
The borrowings are repayable as follows:
On demand or within one year
The above bank overdrafts are denominated in Euros and are unsecured.
30 / notes to consolidated financial statements
31 March 2014
£000
31 March 2013
£000
512
524
297
808
148
517
1,333
1,473
31 March 2014
£000
31 March 2013
£000
180
410
138
728
728
—
697
—
697
697
mirada plc Annual report and accounts 2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
The weighted average interest rates paid were as follows:
Bank overdrafts
Bank loans
The directors estimate the fair value of the Group’s borrowings as follows:
Bank overdrafts
Bank loans
Other loans
31 March 2014
%
31 March 2013
%
29.0
5.9
180
410
138
728
—
6.1
—
697
—
697
Interest-bearing bank loans and overdrafts are initially recorded at fair value less direct issue costs.
At 31 March 2014 the Group had undrawn committed borrowing facilities of £Nil (2013: £Nil).
17. Non-current liabilities
Interest bearing loans and borrowings:
Convertible loan
Bank loans
Other loans
Embedded conversion option derivative
Other non-current payables:
Other taxation and social security taxes
Provisions
31 March 2014
£000
31 March 2013
£000
—
961
950
1,911
—
129
—
840
1,337
590
2,767
65
181
71
Further information on the convertible loan and embedded conversion option derivative is given in note 19.
Other loans relate to loans received by the Group’s Spanish operation to assist in funding the continued development of
the Group’s Digital TV products.
Provisions
Provisions relate to a potential liability arising from an onerous lease obligation. Management have taken their best
estimate concerning the potential liability and the subsequent outflow of cash. This provision will be reviewed at each
reporting date. Should events significantly differ from management’s current assessment this could lead to future gains
or losses arising in the income statement. The movement in provisions is as follows:
notes to consolidated financial statements / 31
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Movement in provisions:
Balance at the beginning of the year
Utilised in the year
Balance at the end of the year
Provisions are allocated as follows:
Provisions due within one year
Provisions due between 2 and 5 years
Borrowings, including interest, are repayable as follows:
Bank overdrafts
On demand or within one year
Bank loans
On demand or within one year
Between one and two years
Between two and five years
Other loans
On demand or within one year
Between one and two years
Between two and five years
Convertible loans
Between two and five years
Finance leases
On demand or within one year
Total borrowings including finance leases
On demand or within one year
Between one and two years
Between two and five years
31 March 2014
£000
31 March 2013
£000
212
(136)
76
76
—
76
568
(356)
212
141
71
212
31 March 2014
£000
31 March 2013
£000
180
510
426
1,231
2,167*
151
147
311
609
—
—
—
—
841
573
1,542
2,956
—
804
316
1,241
2,361
—
153
466
619
1,170
1,170
10
10
814
469
2,877
4,160
* £383 of bank loans due after one year at 31 March 2014 were in default as at 30 June 2014. As a result, these balances
are now due on demand.
32 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
18. Retirement benefit schemes
The Group operates defined contribution pension schemes. The pension charge for the period represents contributions
payable by the Group to the schemes and amounted to £28,000 (2013: £12,000).
At 31 March 2014, contributions amounting to £9,000 (2013: £25,000) were payable and included in other payables.
19 Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure
of the Group consists of debt, which includes the borrowings disclosed in note 16 and 17, and equity attributable to
equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the Consolidated
Statement of Changes in Equity and note 21.
Externally imposed capital requirement
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
Financial assets
Loans and receivables:
• Trade and other receivables, excluding prepayments
• Cash and cash equivalents
Financial liabilities
Financial liabilities at amortised cost:
• Trade and other payables*
• Loans and borrowings due within one year
• Interest bearing loans and borrowings due after one year
• Other payables due after one year
Financial liabilities at fair value through profit or loss:
• Embedded conversion option derivative
* Excluding other taxation and social security and deferred income.
Carrying value
31 March 2014
£000
31 March 2013
£000
1,672
30
1,702
1,333
728
1,911
129
4,101
—
4,101
1,202
94
1,296
1,473
697
2,767
181
5,118
65
5,183
notes to consolidated financial statements / 33
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
Convertible loan
On 21 March 2010 the Company entered into a convertible loan agreement for £1,500,000. A summary of the terms of the
convertible loan is as follows:
•
The convertible loan is repayable on 18 March 2015;
• Annual interest rate of 10 per cent;
• Convertible into ordinary shares at a conversion price of the lower of £1.10 or a 20% discount to the mid-market share
price at the time of conversion, subject to a minimum conversion price of £0.10;
• If the mid-market price is below £1.10 the Company has the option to cancel the lenders’ conversion rights by repaying
the convertible loan plus a 20% premium; and
• Under the terms of the convertible loan the Company has given a fixed and floating charge over the assets of the Group.
The proceeds of the convertible loan are allocated into liability (debt) and derivative components at fair value. The debt
component is accounted for as a financial liability measured at amortised cost. The derivative component is also included
within liabilities, but is measured at fair value at each reporting date using the Black-Scholes option pricing model, with
changes in the fair value of the derivative component being recognised in the consolidated income statement. This fair
value measurement involves the input of directly observable market data into the Black-Scholes formula (Level 2 in the
IFRS 7 fair value measurement hierarchy).
During the year the following conversions took place:
• On 15 July 2013 £315,000 of the convertible loan balance was converted into 3,150,000 £0.01 ordinary shares at £0.10
per share.
• On 23 December 2013 £170,000 of the convertible loan balance was converted into 1,700,000 £0.01 ordinary shares at
£0.10 per share.
• On 11 February 2014 £390,000 of the convertible loan balance was converted into 3,900,000 £0.01 ordinary shares at
£0.10 per share.
• On 3 March 2014 the remaining convertible loan balance of £100,000 was converted into 1,000,000 £0.01 ordinary
shares at £0.10 per share.
As at 31 March 2014 the Company had a contractual liability due at maturity of the convertible loan of £Nil (2013:
£975,000) and a carrying value included in the balance sheet of £Nil (2013: £840,000). At 31 March 2014, the derivative
component did not exist, and at 31 March 2013 the derivative component was revalued leading to a revised fair value of
£65,000 with the change in fair value of £134,000 being recognised under finance income in the Income Statement.
Financial risk management objectives
The Group monitors and manages the risks relating to the financial instruments held. The principal risks include currency
risk (on financial assets and trade payables), credit risk (on financial assets) and interest rate risk (on financial assets and
borrowings). These risks are discussed in further detail below.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest
rates. The Group does not use forward foreign exchange contracts to hedge exchange rate risk.
Foreign currency risk management
The Group has undertaken certain transactions denominated in foreign currencies. Hence, exposures to exchange rate
fluctuations arise.
34 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
The carrying amounts of the Group’s material foreign currency denominated monetary assets and monetary liabilities at
the reporting date are as follows:
Liabilities
Assets
31 March 2014
£000
31 March 2013
£000
31 March 2014
£000
31 March 2013
£000
Euro denominated assets and liabilities
(4,219)
(4,592)
2,149
1,117
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to a 10% increase and decrease in Sterling against the Euro. The
sensitivity analysis includes only outstanding Euro denominated monetary items and adjusts their translation at the
period end for a 10% change in the Euro/Sterling rate. A positive number below indicates an increase in profit and
other equity where Sterling strengthens 10% against the relevant currency. For a 10% weakening of Sterling against the
relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below
would be negative. The sensitivities below are based on the exchange rates at the balance sheet used to convert the asset
or liability to sterling.
Euro
Profit and loss impact
2014
£000
230
2013
£000
386
Interest rate risk management
At 31 March 2014 the Group was exposed to interest rate risk as the interest payable on some of the Group’s loans and
borrowings are linked to Euribor. The Group’s loans and borrowings where interest payable is linked to Euribor include
bank loans and development loans totalling £1,476,000. The remaining bank loans totalling £1,163,000 pay fixed rates of
interest.
Neither interest rate swaps contracts nor forward interest rate contracts are used to hedge any risks arising.
If interest rates changed by 1% (100 basis points) the profit and loss impact would not be material to the Group’s results.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group faces exposure to credit risk on its trade receivables and cash equivalents.
The risk of financial loss arising from defaults on trade receivables is mitigated by the Group using a credit approval
process to assess the potential customers’ credit quality and also establishes credit limits by customer. The limits and
credit scores attributed to customers is reviewed bi-annually however, the sales ledger is reviewed at least monthly to
ensure all receivables are recoverable.
Please refer to note 14 for further details on trade receivables, including analyses of bad debts, ageing and profile by
currency.
The Group believes the credit risk on liquid funds, being cash and cash equivalents, to be limited because the
counterparties are banks with high-credit ratings assigned by international credit-rating agencies. However, the
concentration of credit risk by counterparty does exceed 10% of the overall cash and cash equivalents balance (being
£3,000 at 31 March 2014 and £9,000 at 31 March 2013) in some cases. Given the recent “credit crunch” the table below
shows the balance of counterparties at the reporting date in excess of 10% of the overall balance, together with the
Standard and Poor’s credit rating symbols.
notes to consolidated financial statements / 35
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2013 - continued
Counterparty
Banco Sabadell
BBVA
Bankinter
Barclays Bank plc
Location
Rating
Spain
Spain
Spain
UK
BB
BBB
A+
A-
Liquidity risk management
31 March 2014
31 March 2013
% of overall
cash & cash
equivalents
Carrying
amount
£000
% of overall
cash & cash
equivalents
Carrying
amount
£000
—
59.8%
13.0%
12.7%
—
18
4
4
39.9%
—
18.1%
45.3%
31
—
17
43
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its
debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
As part of this monitoring the Group ensures that the financial liabilities due to be paid can be met by existing cash and cash
equivalents, forecasted receipts from customers and borrowing facilities. The Group has raised £3,500,000 aditional funding
since year end, see note 26 for details.
Tables showing the maturity profile of the Group’s financial liabilities are included in notes 15, 16 and 17.
20. Share capital
A breakdown of the authorised and issued share capital in place as at 31 March 2014 is as follows:
Allotted, called up and fully paid
Ordinary shares of £0.01 each
86,057,695
861
51,927,793
519
31 March 2014
Number
31 March 2014
£000
31 March 2013
Number
31 March 2013
£000
Share issues
During the year the following share issues took place:
• On 15 July 2013 £315,000 of the convertible loan balance was converted into 3,150,000 £0.01 ordinary shares at £0.10
per share.
• On 9 October 2013 the Company completed a placing for cash raising gross proceeds of £1,000,000 via the issue of
11,428,571 £0.01 ordinary shares at a price of £0.0875 each.
• On 19 November 2013 the Company raised £1,104,398 via the issue of 12,621,688 £0.01 ordinary shares at a price of
£0.0875 each. The issue of shares consisted of a placing for cash raising gross proceeds of £1,036,531 by the issue of
11,846,066 ordinary shares, and 775,622 ordinary shares were issued to capitalise certain creditor balances totalling
£67,866.53. These share based payments to creditors were measured at the market value of the services rendered.
• On 23 December 2013 £170,000 of the convertible loan balance was converted into 1,700,000 £0.01 ordinary shares
at £0.10 per share. As part of this conversion, Asesoría Digital S.L., which is owned by Rafael Martín Sanz and his wife,
received 900,000 shares.
• On 11 February 2014 4,229,643 £0.01 ordinary shares were issued at a price of £0.10 each via the conversion of a
convertible loan balance of £390,000 and the capitalisation of interest owed on this convertible loan of £32,964.
• On 3 March 2014 the remaining convertible loan balance of £100,000 was converted into 1,000,000 £0.01 ordinary
shares at £0.10 per share.
36 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2013 - continued
21. Reserves
Share premium
The amount subscribed for share capital in excess of nominal value.
Share option reserve
The fair value of equity-settled awards is recognised on a straight-line basis over the vesting period, based on the Group’s
estimate of shares that will eventually vest and adjusted for the effect of any non market-based vesting conditions. The
corresponding credit is recorded in equity in the share option reserve.
Foreign exchange reserve
This reserve relates to exchange differences arising on the translation of the balance sheet of the Group’s foreign operations at
the closing rate and the translation of the income statement of those operations at the average rate.
Merger reserve
Under the provisions of s612 of the Companies Act 2006, the premium that arose on the shares issued as consideration in
the acquisition of Fresh Interactive Technologies S.A. has been taken to the merger reserve.
22. Share based payments
Equity settled share option scheme
On 20 December 2013 the Company granted a total of 5,301,238 share options to certain employees and directors through
approved and unapproved share option schemes. The exercise price for these options is £0.10. The exercise of these options
is not subject to any performance criterion and they vest in three equal instalments on 1 January 2014, 1 February 2015 and 1
March 2016. If the options remain unexercised after a period of ten years from the date of grant the options expire. The options
are forfeited if the employee leaves before the options vest. The directors granted options under this scheme are as follows:
Jose-Luis Vazquez
Javier Casanueva
Francis Coles
Rafael Martin Sanz
No. of share options
631,464
247,850
185,888
185,888
In prior periods the Company has granted share options to employees and directors through approved and unapproved share
option schemes. The exercise of options for all options granted during the 15 months ended 31 March 2008 is subject to a
performance criterion being satisfied. The exercise of options granted prior to 1 January 2007 is not subject to any performance
criterion. If the options remain unexercised after a period of ten years from the date of grant the options expire. The options are
forfeited if the employee leaves before the options vest.
IFRS2 – Share based payment
In accordance with IFRS 2 the Group has elected not to apply IFRS 2 to options granted on or before 7 November 2002 or to
options which had vested by 1 January 2006.
Details of the share options outstanding during the period for options issued since 7 November 2002 are as follows:
Year ended 31 March 2014
Year ended 31 March 2013
No. of share
options
Weighted average
exercise price (£)
No. of share
options
Weighted average
exercise price (£)
Outstanding at the beginning of period
Granted during period
Lapsed during period
Exercised during period
Outstanding at the end of the period
Exercisable at the end of the period
301,327
5,301,238
(10)
—
5,602,555
2,068,396
1.18
0.10
487.50
—
0.16
0.25
302,370
—
(1,042)
—
301,327
301,327
1.24
—
18.15
—
1.18
1.18
notes to consolidated financial statements / 37
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
The options outstanding at 31 March 2014 and at 31 March 2013 had a range of exercise prices from £0.10 to £1.85
The options outstanding at 31 March 2014 had a weighted average remaining contractual life of 7.4 years (2013: 4.9 years).
For the year ended 31 March 2014, the Group has recognised a total expense of £53,000 (2013: £Nil) related to equity-
settled share-based payment transactions.
The estimated fair values for determining this charge were calculated using the Black-Scholes option pricing model. This
produces a fair value for each grant of options made and the fair value is then charged over the vesting period, which is
three years. For this reason the charge for the year ended 31 March 2014 is determined by any grants made, in our case,
since 31 March 2011. The inputs into the model at each grant date since then were as follows:
Date of grant
Share price at date of grant (in £s)
Exercise price (in £s)
Fair value at date of grant (in £s)
Expected volatility
Expected life (years)
Risk-free rate
Expected dividend yield
20 December 2013
0.10
0.10
0.034
40%
5
1.80%
—
Assumptions in calculating fair value
The expected volatility was determined by calculating the historical volatility of the Company’s share price over the five
years preceding the grant of the option. Five years was selected as this is the expected term of the options.
The risk free rate is the rate of interest obtainable from government securities (i.e. Gilts in the UK) over the expected life of
the option.
The expected dividend yield is based on the historic dividend yield – i.e. dividends paid in the twelve months prior to
grant calculated as a percentage of the share price on the date of grant.
23. Operating lease arrangements
At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-
cancellable operating leases, which fall due as follows:
Within one year
In second to fifth years inclusive
31 March 2014
£000
31 March 2013
£000
142
161
303
114
8
122
Operating lease payments represent rentals payable by the Group for its office properties. Leases of buildings are subject
to rent reviews at specified intervals and provide for the lessee to pay all insurance, maintenance and repair costs.
38 / notes to consolidated financial statements
mirada plc Annual report and accounts 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2014 - continued
24. Notes supporting cash flow statement
Cash and cash equivalents comprise:
Cash available on demand
Overdrafts
Net cash (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents
Cash and cash equivalents are held in the following currencies:
Sterling
Euro
Total
31 March 2014
£000
31 March 2013
£000
30
(180)
(150)
(244)
94
(150)
94
—
94
393
(299)
94
31 March 2014
£000
31 March 2013
£000
4
26
30
42
52
94
Cash and cash equivalents comprise cash held by the Group and short–term bank deposits with an original maturity of
three months or less. The carrying amount of these assets approximates their fair value.
Significant non-cash transactions are as follows:
Financing activities:
Convertible loans converted into equity
Accrued convertible loan interest paid by issue of equity
Creditor balances paid by issue of equity
Total
25. Related parties
31 March 2014
£000
31 March 2013
£000
975
33
68
445
412
186
1,076
1,043
On 23 December 2013 Asesoría Digital S.L., which is owned by Rafael Martín Sanz and his wife, converted its total convertible loan
balance of £90,000 into 900,000 £0.01 ordinary shares at £0.10 per share.
26. Events after the reporting date
On 7 July 2014 the Company announced a proposed placing to raise £3.5 million (before expenses) by way of a placing of
28,000,000 £0.01 ordinary shares at 12.5 pence per share, subject to shareholder approval being obtained at a General Meeting
held on 30 July 2014. All resolutions proposed at the General Meeting were passed and the shares were issued on 5 August
2014. Post the placing there are 114,057,695 ordinary shares of £0.01 each in issue.
notes to consolidated financial statements / 39
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year COMPANY BALANCE SHEET
31 March 2014
Intangible fixed assets
Tangible fixed assets
Investments
Fixed assets
Debtors
Cash at bank and in hand
Current assets
Total assets
Creditors – amounts due within one year
Net current liabilities
Total assets less current liabilities
Interest bearing loans and borrowings
Creditors – amounts due in more than one year
Provisions for liabilities
Total liabilities
Net assets
Capital and reserves
Issued share capital
Share premium
Share option reserve
Profit and loss account
Shareholders’ funds
Notes
31 March
2014
£000
31 March
2013
£000
iv
v
vi
vii
viii
ix
xi
20
xiii
xiii
xiii
xiv
56
2
9,407
9,465
571
3
574
10,039
(2,099)
(1,525)
7,940
—
—
(76)
(2,175)
7,864
861
5,776
—
1,227
7,864
89
18
9,407
9,514
137
30
167
9,681
(3,716)
(3,549)
5,965
(975)
(975)
(212)
(4,903)
4,778
519
3,059
140
1,060
4,778
These financial statements were approved and authorised for issue on 11 August 2014.
Signed on behalf of the Board of Directors
José-Luis Vázquez
Chief Executive Officer
The notes on pages 55 to 63 form part of these financial statements.
40 / company balance sheet
mirada plc Annual report and accounts 2014 NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014
1. Accounting policies
Basis of accounting
The separate financial statements of the Company are
presented as required by the Companies Act 2006. They
have been prepared under the historical cost convention
and in accordance with applicable United Kingdom
Accounting Standards and law.
Foreign currencies
Assets and liabilities in foreign currencies are translated
into sterling at rates of exchange ruling at the end of
the financial year. Transactions in foreign currencies are
translated into sterling at the rate of exchange ruling
at the date of the transaction. Exchange differences on
retranslation of assets and liabilities are taken to the profit
and loss account in the year in which they arise.
The principle accounting policies are summarised below.
Tangible fixed assets
Tangible fixed assets are stated at cost net of depreciation
and any provision for impairment. Depreciation is
calculated to write off the cost of fixed assets, less their
estimated residual values, on a straight-line basis over the
expected useful economic lives of the assets concerned.
The principal annual rates used for this purpose are:
Office & computer equipment
33.3%
Investments in subsidiaries
Investments in subsidiaries are held at cost less any
provision for impairment.
Deferred taxation
The charge for taxation is based on the loss for the year
and takes into account taxation deferred because of
timing differences between the treatment of certain items
for taxation and accounting purposes.
Deferred tax is recognised in respect of all timing
differences that have originated but not reversed at the
balance sheet date where transactions or events that
result in an obligation to pay more, or a right to pay less,
tax in the future have occurred at the balance sheet date,
except that deferred tax assets are recognised only to the
extent that the directors consider that it is more likely than
not that there will be suitable taxable profits from which
the future reversal of the underlying timing differences
can be deducted.
Deferred tax is measured on a non-discounted basis at the
tax rates that are expected to apply in the periods in which
timing differences reverse, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
Leases
Assets held under finance leases and other similar
contracts, which confer rights and obligations similar to
those attached to owned assets, are capitalised as tangible
fixed assets and are depreciated over the shorter of the
lease terms and their useful lives. The capital elements
of future lease obligations are recorded as liabilities,
while the interest elements are charged to the profit and
loss account over the period of the leases to produce
a constant rate of charge on the balance of capital
repayments outstanding. Hire purchase transactions are
dealt with similarly, except that assets are depreciated over
their useful lives.
Rentals under operating leases are charged on a straight-
line basis over the lease term, even if the payments are not
made on such a basis. Benefits received and receivable as
an incentive to sign an operating lease are similarly spread
on a straight-line basis over the lease term, except where
the period to the review date on which the rent is first
expected to be adjusted to the prevailing market rate is
shorter than the full lease term, in which case the shorter
period is used.
Onerous lease provision
Where the unavoidable cost of a lease exceeds the
economic benefit to be received from it, a provision is made
for the present value of the obligations under the lease.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded
at the proceeds received, net of direct issue costs. Finance
charges, including premiums payable on settlement or
redemption and direct issue costs, are accounted for on
an accrual basis in the profit or loss account using the
effective interest method and are added to the carrying
amount of the instrument to the extent that they are not
settled in the period in which they arise.
notes to company accounts / 41
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014 - continued
ii. Directors’ renumeration
The emoluments received by the directors who served during the year were as follows:
Executive directors:
Salaries & fees
Non-executive directors:
Aggregate emoluments
Emoluments payable to the highest paid director are as follows:
Aggregate emoluments
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
183
48
231
111
71
182
Year ended
31 March 2014
£000
Year ended
31 March 2013
£000
183
111
There were no Company contributions to the pension scheme or benefits on behalf of the highest paid director.
iii. Profit attributable to members of the parent company
As permitted by Section 408 of the Companies Act 2006 the Company has elected not to present its own profit and loss
account for the year. The Company reported a loss after tax for the financial year ended 31 March 2014 of £0.03 million
(2013: loss after tax £1.09 million).
iv. Intangible fixed assets
Cost
At 1 April 2013
Additions
At 31 March 2014
Depreciation
At 1 April 2013
Provided during the year
At 31 March 2014
Net book value
At 31 March 2014
At 31 March 2013
42 / company balance sheet
Deferred
development
costs
£000
139
—
139
50
33
83
56
89
mirada plc Annual report and accounts 2014 NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014 - continued
v. Tangible fixed assets
Cost
At 1 April 2013
Additions
At 31 March 2014
Depreciation
At 1 April 2013
Provided during the year
At 31 March 2014
Net book value
At 31 March 2014
At 31 March 2013
vi. Investments
Cost
At 1 April 2013
Write off of investments
At 31 March 2014
Amounts provided
At 1 April 2013
Write off of investments
At 31 March 2014
Net book value
At 31 March 2014
At 31 March 2013
Office &
computer
equipment
£000
719
—
719
701
16
717
2
18
£000
22,742
(450)
22,292
13,335
(450)
12,885
9,407
9,407
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are
as follows:
company balance sheet / 43
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014 - continued
Name of company
Holding
Digital Interactive Television Group Limited
Ordinary shares
Digital Impact (UK) Limited*
Go Interactive TV Limited
Ordinary shares
Ordinary shares
Proportion
of voting
rights and
shares held
100%
100%
100%
Mirada Connect Ltd
Ordinary shares
100%
Country of
incorporation
Nature of business
UK
UK
UK
UK
Dormant
Interactive TV services
Dormant
Payment solutions
provider
Fresh Interactive Technologies S.A.
Ordinary shares
100%
Spain
Interactive TV services
* Held indirectly in Fresh Interactive Technologies S.A.
vii. Debtors
Trade debtors
Amounts owed by group undertakings
Accrued income
Other debtors
Prepayments
viii. Creditors – amounts falling due within one year
Trade creditors
Amounts owed to group undertakings
Accruals and deferred income
Other taxation and social security
Other creditors
Obligations under finance leases and hire purchase contracts
ix. Creditors – amounts falling due in more than one year
Convertible loans
Obligations under finance leases and hire purchase contracts
44 / company balance sheet
31 March
2014
£000
31 March
2013
£000
5
509
4
13
40
571
51
—
23
17
46
137
31 March
2014
£000
31 March
2013
£000
359
1,323
261
113
43
—
2,099
421
3,096
74
93
22
10
3,716
31 March
2014
£000
31 March
2013
£000
—
—
—
975
—
975
mirada plc Annual report and accounts 2014 NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014 - continued
Borrowings are repayable as follows:
Other creditors
Between one and two years
Convertible loans
Between two and five years
Finance leases
On demand or within one year
Between one and two years
Total borrowings including finance leases
On demand or within one year
Between one and two years
Between two and five years
31 March
2014
£000
31 March
2013
£000
—
—
—
—
—
—
—
—
—
—
975
10
—
10
10
—
975
985
x. Operating lease commitments
At 31 March 2014, the Company had the following annual commitments under non-cancellable operating leases:
Leases expiring between one and five years
xi. Provisions
Movement in provisions:
Balance at the beginning of the year
Utilised in the year
Balance at the end of the year
xii. Deferred taxation
31 March 2014
£000
31 March 2013
£000
16
16
31 March 2014
£000
31 March 2013
£000
212
(136)
76
568
(356)
212
Deferred taxation provided in the financial statements is £nil (2013: £nil) and the amounts not recognised are as follows:
Accelerated capital allowances
Losses
31 March 2014
£000
31 March 2013
£000
302
5,363
5,665
289
5,370
5,659
The deferred tax asset has not been recognised on the grounds that there is insufficient evidence at the balance sheet
company balance sheet / 45
mirada plc Annual report and accounts 2014Financial statementsCorporate governanceReview of the year NOTES TO COMPANY ACCOUNTS
Year ended 31 March 2014 - continued
date that it will be recoverable. The asset would start to become potentially recoverable if, and to the extent that, the
Group were to generate taxable income in the future.
xiii. Reserves
At 1 April 2013
Loss for the year
Cancellation of share option reserve
Issue of shares
Share Option Charge
Conversion of convertible loan notes
Costs of share issue
At 31 March 2014
xiv. Reconciliation of movements in shareholders’ funds
Loss for the year
New shares issued
Share Option Charge
Share issue costs
Net increase in shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
xv. Related parties
Share
premium
Share option
reserve
£000
3,059
—
—
1,894
—
877
(54)
5,776
£000
140
—
(140)
—
—
—
—
2014
£000
(26)
3,113
53
(54)
3,086
4,778
7,864
Profit
and loss
account
£000
1,060
(26)
140
—
53
—
—
1,227
2013
£000
(1,087)
2,057
—
(14)
956
3,822
4,778
The company has taken advantage of the exemption of Financial Reporting Standard No 8 “Related Party Disclosures” not
to disclose transactions with other wholly owned companies in the mirada plc group.
Details of all other related parties are included within note 25 of the Consolidated Financial Statements.
46 / company balance sheet
mirada plc Annual report and accounts 2014
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s
Non-Executive Chairman
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Company Registrars
Capita Registrars Limited
Bourne House
34 Beckenham Road
Kent
BR3 4TU
Directors
Mr Javier Casanueva
Mr José-Luis Vázquez
Mr Rafael Martín Sanz
Mr Francis Coles
Company Secretary
Mr Graham Duncan
Nominated Adviser and Broker
Arden Partners plc
Arden House
Highfield Road
Edgbaston
Birmingham
B15 3DU
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Lawyers
HowardKennedyFsi LLP
179 Great Portland Street
London
W1W 5LS
Registered Office
New City Cloisters
196 Old Street
London
EC1V 9FR
mirada plc Annual report and accounts 2012
officers and professional advisors / 47
NOTES
48 / notes
mirada plc Annual report and accounts 2014 www.mirada.tv