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A N N U A L R E P O R T
A N D A C C O U N T S
2016
OUR YEAR
Executive Management
About Mirada
Our products
2
3
4
REVIEW OF THE YEAR
CEO Report 12
Strategic Report 16
CORPORATE GOVERNANCE
Directors� report 18
Directors� Remuneration Report 20
FINANCIAL STATEMENTS
Statement of Directors� Responsibilities 21
Independent Auditors� Report 22
Consolidated income statement 23
Consolidated statement of comprehensive income 24
Consolidated statement of changes in equity 24
Consolidated statement of financial position 25
Consolidated statement of cash flows 26
Notes to the consolidated financial statements 27
Company statement of financial position 51
Company statement of changes in equity 52
Company statement of cash flows 53
Notes to company financial statements 54
Our year / 1
EXECUTIVE MANAGEMENT
JOSÉ LUIS VÁZQUEZ
CEO
Founder and CEO of Mirada PLC, and
the Chairman of Spanish Association
of Interactive Technology Companies
(AEDETI). He holds a degree in
Advanced Telecommunications
Engineering and an MBA from IESE
Business School.
JOSÉ GOZALBO
CTO
José has been CTO of Mirada since its
creation. He holds a degree in
Computer Science and he has in depth
experience in Software Development
and Digital TV markets.
NURIA LAHUERTA
HEAD OF HUMAN RESOURCES
In Mirada since 2011, Nuria has been
recently appointed Head of Human
Resources. She is a double graduate
in Human Resources Management
and History of Art and a skilled
professional.
GONZALO BABÍO
CFO
Prior to joining Mirada in 2015 as
the CFO, he worked as Finance
Director for both The Walt Disney
Company (10 years) and Electronic
Arts (10 years). He holds an EMBA
from IESE Business School, among
other titles.
ANTONIO RODRÍGUEZ
VP OF BUSINESS DEVELOPMENT
He joined Mirada from Jazztel PLC,
where he held the roles of Network
Engineering Manager and Telco
Platforms and OSS Manager. He
holds a BSc in Telecommunications
Engineering and an MBA from IE
Business School.
JAVIER PAÑIN
VP SALES
His previous experience includes
working at AUNA during the launch
of Spain’s first digital cable TV
platform. He also worked as Senior
Sales Manager in Telefonica and as
Global Sales Manager at ADB. BSc
in Telecoms Engineering and BMD
from IESE.
1
2 / E xecut iv e Ma nage me nt
ABOUT MIRADA
Mirada PLC is an AIM-quoted leading provider of products and services for global Digital TV
Operators and Broadcasters. Founded in 2000 and led by Executive Chairman Javier
Casanueva and Group CEO José Luis Vázquez, Mirada's core focus is on the ever-growing
demand for 'TV Everywhere' for which it offers a range of products, notably the 'Iris'
multiscreen software platform, acclaimed by clients for its incomparable flexibility and
optimal time to market.
Mirada prides itself on being a
pioneer in the future of Digital TV
Since its establishment sixteen years ago, Mirada's products
In the wake of the ground-breaking deployment of its entire
and solutions have been deployed by some of the biggest
software solution for izzi Telecom, Mirada has exceeded the
names in broadcasting including Telefonica, Sky, Virgin
industry's expectations and has been invited to participate
Media, BBC, ITV and most recently with Televisa, the largest
in a number of bids for further Tier One projects. The
media company in the Spanish-speaking world. Mirada has
Company prides itself on being a pioneer in the future of
also established partnerships with key players in the Digital
Digital TV and is currently competing for most of the major
TV world such as Conax and Ericsson.
live projects in Latin America, while also building a pipeline in
other promising regions including Asia-Pacific and Eastern
Europe.
M I R A D A O F F I C E S A R O U N D T H E W O R L D
S L O V E N I A
U K
U S A
M E X I C O
S P A I N
U R U G U A Y
I N D I A
S I N G A P O R E
2 / E xecutive Management
2
About Mirada / 3
OUR PRODUCTS
IRIS END-TO-END SOLUTION
Mirada's seamless multiscreen solution for content consumption
Mirada's Iris software solution provides clients' subscribers with a seamless and easy-to-use platform to discover and consume
both traditional broadcast and internet-based content anytime, anywhere. The multiscreen software suite enables content
consumption across TVs, tablets, smartphones and laptops, in addition to the provision of essential tools for clients such as
audience measurement and content management.
Incomparable flexibility
of product and optimal
time to market.
IRIS SERVICE DELIVERY PLATFORM (SDP)
Powerful tool for both TV Operators and subscribers
This extensive back-end product - the brain of our Iris ecosystem - is an accessible platform providing Operators with advanced
tools to access configuration settings, statistics, content management and many other essential features to suit their specific
marketing needs. Our SDP also provides users with features such as content suggestions and smart search throughout the
catalogue.
Providing clients with desirable
software management tools to
suit their specific marketing needs.
4 / Our products
INSPIRE UI
Our state-of-the-art user experience
Inspire is Mirada's exclusive user interface which enables a seamless content consumption experience across all platforms
including smartphones, tablets and PCs. Developed with real-user live testing, our team of experts designed our user-centric
Inspire UI to be both rich in high-end features and extraordinarily intuitive.
Suitability and satisfaction even
with the most demanding users,
both on the level of usability
and visual attractiveness.
OVER THE TOP PLATFORM
Advanced platform to enjoy content anytime, anywhere
Over The Top refers to the ever-growing demand for content delivery on viewers' terms at the time, place and on the device
of their choice…and this product does exactly that! Mirada's OTT platform enables viewers to enjoy their favourite content at
any time on their preferred device (TVs, smartphones, tablets or laptops) and can work independently to the TV Operator's
cable/DTH digital TV service.
Providing a future-proof
solution independent from
traditional broadcasting.
4 / Our products
Our products
Our products / 5
xPLAYER
Managing synchronised interactive content
One of Mirada's flagship products which manages red and green button interactivity on behalf of a channel. xPlayer allows
viewers to interact efficiently with on-screen content (red button) in addition to scheduling recordings or reminders (green
button).
Managing essential viewer
interactivity within multiple
TV devices.
OUR CLIENTS
6 / Our products
6 / Our prod uc ts
Review of the year
Corporate governance
Financial statements
HIGHLIGHTS OF THE YEAR
PROJECTS
Commercial launch
of Movistar+ UI by Mirada
Telefonica Group's Movistar, the biggest Pay TV operator in
Spain, launched their new Pay TV offering Movistar+ with an
adapted version of Mirada's flagship product - Inspire UI. This
isn't the first time that Telefonica has benefitted from
Mirada's solutions:
in 2014, Telefonica Peru deployed
Mirada's web and back-end products.
Monterrey
Iris platform performing above
expectations in Monterrey, Mexico
Mirada's solution deployed in February 2015 by Cablevision
Monterrey (now fully owned by Televisa Group) has been
installed to over 240,000 set-top boxes by the end of the FY
2016, performing above expectations of both the Board and
the Client. Even though it wasn't until February 2015 that
the full OTT solution was deployed inin Monterrey, the Video
on Demand consumption was also above expectation,
exceeding previous Operator's milestones.
First commercial launch
of Mirada’s Over-the-top platform
In February 2016, Mirada celebrated the commercial launch
of the over-the-top solution for Televisa Group in Mexico. It
was the first commercial launch of the Company’s OTT
platform, which replaced an existing izzi product with
software toenable customers to interact with live TV and
catch-up TV content available on-the-go from smartphones,
tablets and computers. This rollout not only provided an
important reference point for Mirada, but is also expected
to generate a significant incremental revenue stream for
the Company.
6 / Our products
6 / Our products
Highlights of the year / 7
Contents / 7
Televisa Deal
Post year end Mirada successfully embarked upon the full
commercial rollout of its Iris Multiscreen software
solution across five cable networks in Mexico for izzi
Telecom, a commercial brand of Televisa, the world’s largest
Spanish speaking TV network.
This was the largest deployment in Mirada’s history, and
in the history of the industry itself within Mexico. It was also
The largest deployment in
Mirada’s history and one of the
biggest ever in the region
an undertaking of huge complexity, the success of which
with their initial supplier for the roll out of any future
pays
testament
to Mirada’s
considerable delivery
updates, new components, new features and so on. For
capabilities. Mirada was appointed by Televisa to act as the
example, Mirada continues to deploy new services for its
system integrator; co-ordinating multiple hardware and
client Euskaltel, with which it has worked since 2003.
software partners and managing a workforce of
hundreds. The result is that izzi Telecom now offers a
The scale and complexity of the deployment combined with
multiscreen platform with OTT capabilities which positions it
Televisa’s high profile both in the Latin America region and
firmly ahead of its competitors within the Mexican market.
internationally, provides a first-class reference for Mirada.
The deployment was accompanied by an extensive
awareness in Latin America and is receiving numerous
marketing campaign by Televisa, which is accelerating the
proposals from potential partners wishing to integrate their
acquisition of new subscribers and ultimately new license
offerings. These partnerships, along with the Company's
fees to Mirada. In addition to the increased license fees
salesforce, are proving to be the best way in which to
resulting directly from the current deployment, Mirada
generate new leads and Mirada is witnessing a growing
Mirada has already built an excellent level of brand
expects its relationship with Televisa to lead to further new
pipeline of opportunities.
business over the longer term. Typically clients remain
8 / Highli ghts of th e ye ar
8 / Our prod uc ts
Review of the year
Corporate governance
Financial statements
HIGHLIGHTS OF THE YEAR
FINANCE
CFO Gonzalo Babío
appointed to the Board
After spending the last 10 years as Finance Director at Walt
Disney Company in Madrid, Gonzalo Babío joined Mirada at
the end of FY15. In November 2015 he was appointed to the
Board of Directors, to which he brings his broad expertise in
addition to his valuable experience managing corporate
finance.
FINANCIAL FO REC A ST F Y16-1 9*
*Equity R es e arch , Ju ly 2016. Al len b y Ca pit al Ltd .
Re ve nu e
Improved profitability
Revenue grew to £6.02 million (2015: £5.66 million), driven
primarily by the significant integration of Mirada’s product
for the Televisa Group. Gross profit margin also grew to
£5.80 million (2015: £5.42 million) while adjusted EBITDA
E BITDA
Net Income
remained predominantly consistent throughout the year at
£1.50 million (2015: £1.54 million) resulting from a larger
professional services component within the revenue mix.
The Company generated £0.55 million (2015: -£1.12 million)
in operating cash flow.
(£’00 0)
1 2, 00 0
1 0, 00 0
8,000
6,000
4,000
2,000
0
2016
201 7(e)
201 8(e)
201 9(e)
HIGHLIGHTS OF THE YEAR
STRATEGY AND PROSPECTS
Positioning brand awareness
Reinforced Sales Team
The Televisa project has had an incredible effect on Mirada's
Mirada's sales force doubled
in size and restructured
brand awareness in terms of the Company's name becoming
according to the functional strategy, organising the team
widely recognised with positive associations
in Latin
not only by geographical regions but also by activity. Mirada
America. It has also reinforced the brand across other
currently counts with sales managers and
local sales
regions as a result of marketing activities including Mirada's
representatives, the latter being external agents with
participation in the most prestigious trade shows in the
extensive networks of contacts within the region's industry
industry in addition to targeted content strategy. These
in which
they operate. Contracts with our sales
activities are potentiated by Mirada's regional sales force
representatives are based heavily on commission, with the
and worldwide network of partners. Brand awareness is
main focus on bringing in new accounts.
crucial
to Mirada's expansion
strategy as bidding
opportunities tend to be announced first and foremost to
the companies that the Operator takes into consideration.
8 / Our products
Highlights of the year / 9
MIRADA IN THE MARKET
Pay TV Overview
The pay TV industry is one of the fastest-growing sectors in the world. According to Business Wire (2015), the worldwide
industry is expected to reach 1.1 billion subscribers and generate US$307.5 billion in service revenue by 2020. As a result of
such high growth expectations in the pay TV sector, particularly across the emerging markets of Latin America and Asia Pacific,
Operators are facing tough competition both regionally and globally. In addition, increasingly demanding subscribers are
putting pressure on Operators to make platforms more flexible while remaining one step ahead with service delivery
capabilities.
Mirada is fully poised to provide Operators with a future-proof solution to such pressures, not only with the constant
innovations and updates to its services but also with the unparalleled flexibility of its products and optimal time to market.
LATIN AMERICA
In response to the rising standard of living for lower-income
households fueling the demand for Pay TV, along with the
adoption of technologies and infrastructure improvements
across the continent, the significant opportunity for growth
within the LatAm market is sparking excitement amongst Pay TV
Operators. Following the impressive deployment of its flagship
‘Iris’ product across the Mexican territory for Televisa Group’s izzi
Telecom, Mirada has exceeded the industry’s expectations of
its capability and technology and is currently competing for most
of the major live projects across Latin America.
Growth of LATAM Pay TV
subscribers
@Di gital T V Re s ea rch , 2 016.
+20%
69m
2015
84m
2021
10 / Highli gh ts of the y e ar
Review of the year
Corporate governance
Financial statements
Worldwide industry expected to reach 1.1 billion subscribers
and generate US$307.5 billion in service revenue by 2020
3m+
2015
19m+
2021
SVoD subscribers in Eastern Europe
@Digital T V Research, 2016.
EASTERN EUROPE
While the Pay TV market continues to grow
across Asia-Pacific and LatAm, Operators are
also turning their attention to the highly
immature OTT TV and video market of
Eastern Europe. The region, within which
the digitalisation of cable infrastructure and
service bundling are well and truly underway,
presents the OTT market with exceptional
room for growth over the coming years. This
suggests an important and equally
promising opportunity for Mirada and its
state-of-the-art OTT platform. El Economista
(2016) recognised that Televisa's deployment
of Mirada's software solution in Mexico has
been 'forcing competitors to start designing
other innovate proposals' in response,
portraying how Mirada is perfectly
positioned and prepared to serve the
Eastern European market with its unrivalled
OTT platform.
10 / Highlights of the year
Highlights of the year / 11
ASIA-PACIFIC
As broadband infrastructure development continues to soar across the
Asia-Pacific region, key players in the Pay TV industry are setting their sights on
the increasingly promising APAC market which is expected to be the fastest
growing Pay TV market in the years to come. In response to the
ground-breaking deployment of Mirada’s Iris software solution in Mexico,
Proactive Investors (2016) considers Mirada to be ‘well-positioned to build a
pipeline’ across the APAC region. With the recent openings of our sales
offices in India and Singapore, Mirada stands in a very promising position to
win bids for future Tier 1 and Tier 2 clients across the APAC market.
@ABI Re search , 2 015.
CEO REPORT
JOSÉ LUIS VÁZQUEZ
This year saw the
consolidation of our flagship
product, Iris, across one of the
largest Digital TV deployments
that has taken place in Latin
America within recent years
Overview
I am pleased to present the Group’s financial results for the
percentage of our turnover in the present financial year
year ended 31 March 2016. This year saw the consolidation
(FY2017), leading to an expected increase in margins and
of our flagship product, Iris, across one of the largest
improved cash flows.
Digital TV deployments that has taken place in Latin America
within recent years. We were able to
integrate our
Mirada was also able to increase its capabilities in three
technology across all of the Televisa cable networks, now
main areas during the year: (i) operationally, through
operating under the Izzi brand, thereby greatly reinforcing
improved processes and technology, enabling us to cope
our relationship with our largest customer. Mirada was
with highly complex projects; (ii) commercially, with an
also able to demonstrate the effectiveness of its technology
extended network of partners and local resellers expanding
through its first Iris Inspire deployment in Monterrey. No
our sales reach beyond Latin America and Western Europe;
technical issues have been experienced with the Monterrey
and (iii) in our marketing activities, with our flagship
deployment and its performance is ahead of the Board’s
product Iris commanding a greater presence at important
expectations.
trade events.
The Group slightly increased revenues for the year, which
Once again, I would like to thank all our stakeholders for
were concentrated around the provision of professional
their efforts and support; our team, who were resilient
services relating to the conclusion of the Televisa project.
throughout all of the challenges on our largest deployment
While the key performance indicators for the year under
to date; our shareholders, who have continuously
review were comparable to the previous year, we expect to
demonstrated their support for our vision; and our
see an improvement in our revenue mix going forward,
customers and partners, who inspire us to continue growing
given that the full commercial rollout across the Televisa
as a leading player in the Digital TV market.
cable networks commenced post year end. Professional
services should remain strong due to the extended
functionalities and customisation required by our customers,
but subscriber-based licence fees should represent a higher
12 / CEO R epor t
Review of the year
Corporate governance
Financial statements
Trading review
The priorities for the Company over the year were to ensure
the successful deployment of our products over the
global Izzi Telecom network, to support operating needs of
prior deployments and to achieve new references in the
market. As system integrators for the full Izzi TV project we
are proud to have led a very complex project involving
hundreds of people and a large number of partners;
including software vendors, set-top box manufacturers and
content providers among others. The roll out at Monterrey
used the R4 version of our Iris service delivery platform (SDP)
We are proud to have led a
very complex project involving
hundreds of people and a large
number of partners
product, only deployed initially on set-top boxes. The full roll
Since first deploying its technology in Cablevision Monterrey
out, extended across five different cable networks, used the
in February 2015, Mirada had by 31 March 2016 installed its
newer R6 version of our Iris SDP product. This version
solutions
into more
than 240,000
set-top-boxes,
includes Over the Top (OTT) functionalities, which allow
representing 150,000 subscribers. This cable network,
content to be seamlessly delivered to tablets, computers
totalling nearly 500,000 subscribers
(and now fully
and smartphones, and allows handheld devices to be used as
controlled by the Televisa Group) served as a good test-bed
remote controls for the TV. In addition, it provides links to
for the performance of our user interface, even without the
major content providers such as Fox and HBO. This was a
full OTT capabilities available with the latest version of our
significant technological achievement, and has been
solution. Video On Demand consumption was also ahead of
praised by our partners. Following
this successful
expectations, as a result of easier content discovery and
deployment, Izzi tv is ahead of any of the competitors in the
our improved service experience.
Mexican market in terms of user experience and multiscreen
integration.
A main focus for Mirada’s management team has been to
develop a healthy pipeline from different parts of the
world. In September, the Company announced the launch of
the new Movistar+ user interface designed by Mirada.
This was an early success with the Telefónica Group in Spain,
which enhanced our reputation with this customer. Mirada
was also invited to participate in bids for other significant
Tier One projects during the period.
In addition, Mirada has been able to demonstrate its
capabilities at a larger number of events during the year.
These include the IBC show in Europe, NAB in the United
States and more recently the Broadcast Asia show.
Our partners, including manufacturers, conditional access
providers and content delivery network providers, now have
our Iris technology fully integrated into their products
(partially as a result of the work on the Televisa project). As a
result, they are showcasing our user experience to their
customers all over the world and are generating new leads.
This network, alongside our recent agreements with local
resellers and our increased sales and marketing presence,
give us confidence that we will deliver new contract wins
during the year.
12 / CEO Report
CEO Report / 13
Appointments
We were delighted that our CFO, Gonzalo Babío, joined our
Board of Directors during the period. Gonzalo
is an
experienced professional and is proving to be an excellent
addition to our Board. In October, Rafael Martín sadly
decided to step down after a long period serving as a
Non-Executive Director to pursue other business interests.
The Board is grateful for his valuable contribution over the
years. During the period Newgate Communications was
appointed as our new Financial PR advisor and post year-end,
Allenby Capital was appointed as our new Nominated
Adviser and Broker.
Financial overview
Revenue grew to £6.02 million (2015: £5.66 million), driven
primarily by the significant product integration for the
Televisa Group. In our mobile cashless parking payment
division, revenues continued to grow steadily to £0.54
million (2015: £0.43 million). Gross profit margin also grew
to £5.80 million (2015: £5.42 million). Adjusted EBITDA for
the year remained broadly constant at £1.50 million (2015:
We are currently competing
for most of the major live projects
in the Latin America region
£1.54 million) resulting from the different revenue mix with
as a result of increased amortisation and provisions. Net
a larger professional services component. The Company also
Debt (see note 17) rose to £3.48 million (2015: £2.61 million)
booked a potentially irrecoverable sales tax charge on its
as a result of increased product investment, delays in the
Wapping lease of £150,000. Amortisation charges increased
full Televisa commercial roll out and currency exchange
to £1.63 million from £1.19 million, due to increased product
factors. Long term interest-bearing loans and borrowings
investment.
increased 32% to £1.77 million (2015: £1.35 million) and
short term borrowings increased to £2.42 million (2015:
The Group posted a net loss for the year of £0.40 million
£1.47 million). Trade receivables decreased from £2.19
compared to a loss of £0.18 million in the prior year, mainly
million to £1.43 million as invoices related to the Monterrey
deployment raised at the end of the previous financial year
matured. Cash at bank increased to £0.71 million from £0.21
million, with additional invoice discounting facilities of £2.28
million available and unused short-term credit lines of £0.88
million available at the end of March 2016. In November
2015, the Company completed an equity fundraising of £1.5
million (before expenses), which provided then working
capital required for the final stage of the Televisa
deployments and strengthened the balance sheet.
Revenue 2016
6.02
(£m)
Revenue 2015
5.66
(£m)
14 / CEO R epor t
Current Trading and Outlook
The Company continues to be a successful contender in
the market for advanced digital television user experience
propositions, especially in Latin America. We are competing
for most of the major live projects in the region, and are
confident that our product quality and proven expertise will
be key strengths
in the decision-making process. The
reference provided by our major project with Televisa, with
its demonstrable efficiency ratios and higher rates of
consumption of Video-ondemand, should make a positive
impact on our negotiations with new customers.
Mirada had been fully prepared for the Televisa roll out since
the deployment of the solution in Monterrey in February
2015. However, delays resulting from the integration of the
Televisa five cable networks under the Izzi brand shifted the
balance of the Company revenue mix for the full year
towards professional services associated with additional
change requests from the customer.
Review of the year
Corporate governance
Financial statements
We are extremely
well-positioned within the
markets to convert our growing
pipeline into concrete deals
cutting-edge functionalities as the market demands. As of
today, we consider Iris Inspire to be a leading proposition, at
least as strong as any major competitor, and the Board
believes that Iris Inspire’s development was achieved at a
fraction of the cost that our competitors have spent on their
offerings. We therefore believe that we are extremely well
positioned within the markets in which we operate, and are
confident that we will increasingly be able to convert our
growing pipeline into concrete deals.
I would like to thank all of our stakeholders who have helped
us build Mirada to its present position, in which it has proven
its ability to deliver on a major deal. We now need to
replicate this with new business opportunities, and this will
be our top priority for the foreseeable future.
José Luis Vázquez
Chief Executive Officer
15 July 2016
Now we are at a new stage in our relationship with
Televisa and the Board believes that we will increasingly
benefit from subscriber-based license fees as our product is
rolled out across their networks. In addition, Televisa will
continue to require support, maintenance and additional
professional services.
Meanwhile, our partners and local representatives are
building the pipeline in other regions, especially South
East Asia and Eastern Europe. In addition, we continue to
open new reseller agreements
in unexplored areas,
recognising that on-the-ground representation is essential in
most of our new target markets. The Company now has a
complete and exceptional suite of multiscreen products,
which we will continue to develop, introducing new
14 / CEO Report
CEO Report / 15
Eastern Europe and South East Asia market. The aim is to
increase the number of customers being charged subscriber-
based licence fees, as 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 the
growth in Mirada’s licence revenues, which will be led by
the progress of our recent rollouts and any potential new
licence-based contract wins.
Reference deployments are very
important
in this
market, and winning reference contracts has been and
is an integral part of our strategy. The Group will need to
continue investing in research and development in order
to provide 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 continued investment in Iris is essential
in ensuring a proper implementation of this strategy.
STRATEGIC REPORT
Business model
The Company’s main activity is the provision of software 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, including digital TV decoders
(set-top boxes), tablets, smartphones and computers. Our
major products are our navigational software proposition,
Iris, including our Inspire user interface, and xplayer, our
broadcasting synchronisation technology.
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), 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 set-top
box vendor represents the most significant investment, and
licence fees are paid to the software providers for the use of
CA licences and UI licences.
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. As a result of this Mirada’s licence fees
increase as our clients’ subscribers increase. 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).
For small customers, Mirada can also provide a financed
model with recurrent monthly subscriber-based revenues. A
customer using Mirada’s technology would also pay annual
support and maintenance fees.
Strategy
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,
16 / Strateg ic Re po rt
Review of the year
Corporate governance
Financial statements
Development, performance and position
of business
Development, performance and position of business have
been discussed in the CEO report, with key items on page 12.
Principal risks and uncertainties
Information technology
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.
Intellectual property
There are certain markets in which there are instances of
disputes regarding intellectual property involving technology
The key business risks affecting the Group are set out below.
companies, including the Digital TV market. While the Group
Dependence on people
The Group recognises the value of the commitment of its key
management personnel and is conscious that it must keep
appropriate reward systems, both financial and motivational,
in place to minimise this area of risk. Our share option scheme
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.
and investment in training are examples of this. There have
been no changes in the key executive management team in
Approval
the last five years, excepting the Finance Director.
This strategic report was approved in behalf of the Board on
15 July 2016 and signed on its behalf.
José-Luis Vázquez
Chief Executive Officer
15 July 2016
Digital TV and Broadcast markets
The sectors in which the Group operates may undergo rapid
and unexpected changes. It is possible, therefore, that
competitors will develop products that are similar to those
of 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 new products and features that meet changing
customer requirements and
incorporate technological
advances on a timely and cost effective basis. As a result,
the Group continues to invest significantly in research and
development.
16 / Strategic Report
Strategic Report / 17
DIRECTORS‘ REPORT
Review of business and future developments
to continue investing in its product base and to continue in
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 12 to 16.
operational existence for the foreseeable future. For this
reason, the directors continue to prepare the consolidated
financial statements on the going concern basis.
Dividends
No dividend is declared in respect of the year (2015: £nil).
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.
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
Mr Jose Gozalbo
Mr Gonzalo Babío
Appointed 24 November 2015
Non-executive directors
Mr Javier Casanueva
Non- Executive Chairman
Mr Rafael Martín Sanz Resigned 14 October 2015
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
Mr Francis Coles
Mr Matthew Earl
Significant shareholdings
currencies, the Group has not entered into any forward
At 31 March 2016 the following shareholders held, directly
exchange contracts in relation to these currencies. The
or indirectly, two per cent or more interests in the issued
Group is increasing signing more sales contracts in US dollars
share capital of the Company:
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.
The company is aware that the UK decision to leave the
Kaptungs Ltd
Chase Nominees Ltd
Number of
ordinary
£1 shares
30,782,837
10,639,183
European Union may affect the
intercompany trading
Hargreave Hale Nominees Ltd
27,394,560
between the different subsidiaries. We will adapt our internal
Danehill Corporate Ltd
policies accordingly if required. In the short term, exchange
Commerz Nominees Ltd
rates are likely to increase the GBP denominated revenues,
as the primary cash inflows for the Group are based in US
Charles Stanley
Amati
dollars.
Capital risk
The directors believe that the Group has both enough
resources and access to equity funding and bank lending
Barclayshare Nominees Ltd
Nomura Holdings PLC
6,000,000
4,840,647
4,661,744
5,733,137
6,395,505
4,068,316
Percentage
of issued
ordinary
share
capital
22.14%
7.65%
19.70%
4.31%
3.48%
3.35%
4.12%
4.60%
2.93%
18 / Di rect or s‘ Re por t
Review of the year
Corporate governance
Financial statements
Related Party transactions
Auditors
On 24 November 2015, the Company completed a placing
Each of the persons who are directors at the date of approval
which raised gross proceeds of £1.47 million. Pursuant
of this report confirms that:
to the AIM Rules for Companies, certain related parties
participated in that fundraising as set out below, which were
1. so far as the directors are aware, there is no relevant
deemed related party transactions under the AIM Rules for
audit information of which the auditors are unaware; and
Companies:
Name of director/shareholder
José Luis Vázquez
Francis Coles
José Gozalbo Sidro
Antonio Rodríguez
Javier Peñín
Matthew Earl
Chase Nominees
Hargreave Hale
Participation
in the placing
£20,000
£10,000
£10,000
£10,000
£10,000
£10,000
£302,582
£379,416
2. the directors have taken all the steps that they ought
to have taken as directors in order to make themselves
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.
Events since the reporting date
Approved by the Board of Directors and signed on behalf of
No significant events have occurred since the reporting date.
the Board:
José-Luis Vázquez
Chief Executive Officer
15 July 2016
Directors‘ Report / 19
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 2016.
Salary &
fees
£’000
Benefits
£’000
Share-based
payment
£’000
Year ended
31 March
2016
£’000
Year ended
31 March
2015
£’000
209
126
83
16
30
30
30
524
2
8
3
—
—
—
—
13
8
12
—
2
3
—
2
27
219
146
86
18
33
30
32
564
285
117
—
—
30
14
30
476
Executive
José-Luis Vázquez
Jose Gozalbo
Gonzalo Babío (i)
Non-executive
Rafael Martín Sanz (ii)
Javier Casanueva
Mathew Earl
Francis Coles
(i)
(ii)
appointed on 24 November 2015
resigned on 14 October 2015
The directors participation in the company’s share option plan is detailed in Note 22, page 49 and, as confirmed on Note 7,
page 36, there were no contributions paid into a pension scheme for any director.
20 / Dire ctors‘ R em un e rati on Re po rt
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 and company
financial statements
in accordance with
International
Financial Reporting Standards (IFRSs) as adopted by the
European Union. Under company law the directors must not
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
approve the financial statements unless they are satisfied
The directors are responsible for ensuring the annual report
that they give a true and fair view of the state of affairs of
and the financial statements are made available on a website.
the group and company and of the profit or loss of the Group
Financial statements are published on the company’s
for that year. The directors are also required to prepare
website
in accordance with
legislation
in the United
financial statements in accordance with the rules of the
Kingdom governing the preparation and dissemination of
London Stock Exchange for companies trading securities on
financial statements, which may vary from legislation in
the Alternative Investment Market.
other jurisdictions. The maintenance and integrity of the
In preparing these financial statements, the directors are
directors’ responsibility also extends to the ongoing integrity
required to:
of the financial statements contained therein.
company’s website is the responsibility of the directors. The
•
select suitable account ing policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
•
state whether they have been prepared in accordance
with IFRSs as adopted by the European Union, subject to
any material departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
Statement of Directors‘ Responsibilities / 21
Review of the year Corporate governance Financial statements
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MIRADA PLC
We have audited the financial statements of mirada
•
the group financial statements have been properly
plc for the year ended 31 March 2016 which comprise
prepared in accordance with IFRSs as adopted by the
consolidated income statement, consolidated statement
European Union;
of comprehensive
income, consolidated statement of
changes in equity, consolidated statement of financial
•
the parent company’s financial statements have been
position, consolidated statement of cash flows, the company
properly prepared in accordance with IFRS as adopted by
statement of financial position, the company statement of
the European Union and as applied in accordance with
changes in equity, the company statement of cash flows
the provisions of the Companies Act 2006; and
and the related notes. The financial reporting framework
that has been applied in their preparation is applicable
•
the financial statements have been prepared
in
law, International Financial Reporting Standards (IFRSs) as
accordance with the requirements of the Companies
adopted by the European Union and, as regards the parent
Act 2006.
company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
Opinion on other matters prescribed by the
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:
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
15 July 2015
•
the financial statements give a true and fair view of the
BDO LLP is a limited liability partnership registered in England
state of the group’s and the parent company’s affairs as
and Wales (with registered number OC305127).
at 31 March 2016 and of the group’s loss for the year
then ended;
22 / Ind ep enden t Au di to rs ‘ R ep o rt
CONSOLIDATED INCOME STATEMENT
Year ended 31 March 2016
Revenue
Cost of sales
Gross profit
Depreciation
Amortisation
Share-based payment charge
Other administrative expenses
Total administrative expenses
Operating (loss)/profit
Finance income
Finance expense
Loss before taxation
Taxation
Loss for year
Loss per share
Loss per share for the year
– basic & diluted
The notes on pages 27 to 50 form part of these financial statements
Notes
5
13
12
22
6
8
9
10
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
6,019
(221)
5,798
(19)
(1,635)
(54)
(4,449)
(6,157)
(359)
5
(475)
(829)
425
(404)
5,657
(234)
5,423
(21)
(1,187)
(61)
(3,869)
(5,138)
285
38
(436)
(113)
(62)
(175)
Notes
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
11
(0.003)
(0.002)
Consolidated Income Statement / 23
Review of the year Corporate governance Financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 March 2016
Loss for the year
Other comprehensive loss:
Currency translation differences
Total other comprehensive profit/(loss)
Total comprehensive loss for the year
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
(404)
303
303
(101)
(175)
(225)
(225)
(400)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2016
Balance at 1 April 2015
Loss for the year
Movement in foreign exchange
Total comprehensive loss for the year
Share based payment
Issue of shares
Share issue costs
Balance at 31 March 2016
Balance at 1 April 2014
Loss for the year
Movement in foreign exchange
Total comprehensive loss for the year
Share based payment
Issue of shares
Share issue costs
Balance at 31 March 2015
Share
capital
£’000
1,141
Share
premium
account
£’000
8,748
–
–
–
–
250
–
1,391
Share
capital
£’000
861
–
–
–
–
–
–
–
–
1,250
(139)
9,859
Share
premium
account
£’000
5,776
–
–
–
–
280
–
1,141
3,220
(248)
8,748
Foreign
exchange
reserve
£’000
258
–
303
303
–
–
–
Merger
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,472
(3,643)
8,976
–
–
–
–
–
–
(404)
–
(404)
54
–
–
(404)
303
(101)
54
1,500
(139)
561
2,472
(3,993)
10,290
Foreign
exchange
reserve
£’000
483
–
(225)
(225)
–
–
–
Merger
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,472
(3,529)
6,063
–
–
–
–
–
–
(175)
–
(175)
61
–
–
(175)
(225)
(400)
61
3,500
(248)
258
2,472
(3,643)
8,976
The notes on pages 27 to 50 form part of these financial statements.
24 / Consol idated State me n t o f C o mp reh en siv e I n c o me
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March 2016
Review of the year
Corporate governance
Financial statements
Goodwill
Other Intangible assets
Property, plant and equipment
Deferred Tax Assets
Other Receivables
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 assets
Total assets less current liabilities
Interest bearing loans and borrowings
Other non-current liabilities
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 losses
Equity
Notes
12
12
13
10
14
14
24
16
15
17
17
17
20
21
21
21
31 March
2016
£’000
6,946
3,890
94
395
191
11,516
3,839
714
4,553
16,069
(2,419)
(1,570)
–
(3,989)
564
12,080
(1,772)
(18)
(1,790)
(5,779)
10,290
1,391
9,859
3,033
(3,993)
10,290
31 March
2015
£’000
6,946
2,843
41
543
—
10,373
3,565
206
3,771
14,144
(1,467)
(1,790)
(500)
(3,757)
14
10,387
(1,345)
(66)
(1,411)
(5,168)
8,976
1,141
8,748
2,730
(3,643)
8,976
These financial statements were approved and authorised for issue on 15 July 2016.
Signed on behalf of the Board of Directors
José-Luis Vázquez
Chief Executive Officer
The notes on pages 27 to 50 form part of these financial statements.
Consolidated Statement of Fina ncial Position / 25
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 March 2016
Cash flows from operating activities
Loss after tax
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payment charge
Profit on disposal of fixed assets
Finance income
Finance expense
Taxation
Operating cash flows before movements in working capital
Increase in trade and other receivables
Decrease in trade and other payables
Decrease in defered tax asset
Decrease in provisions
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Interest and similar income received
Cash payments receipts for financial investment assets
Receipts for financial investment assets
Proceeds from disposal of property, plant and equipment
Purchases of property, plant and equipment
Purchases of other intangible assets
Net cash used in investing activities
Cash flows from financing activities
Net payment to settle derivative
Interest and similar expenses paid
Issue of share capital
Costs of share issue
Loans received
Repayment of loans
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Exchange losses on cash and cash equivalents
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise cash at bank less bank overdraft
The notes on pages 27 to 50 form part of these financial statements.
Notes
13
12
13
12
24
24
Year ended
31 March
2016
£’000
Year ended
31 March
2015
£’000
(404)
(175)
19
1,635
54
(1)
(5)
475
(425)
1,348
(464)
(27)
191
(500)
548
5
–
–
1
(73)
(2,343)
(2,410)
–
(475)
1,500
(139)
2,525
(962)
2,449
587
206
(79)
714
21
1,187
61
(11)
(38)
436
62
1,543
(2,144)
(444)
–
(76)
(1,121)
8
(132)
23
11
(29)
(1,795)
(1,914)
(121)
(420)
3,500
(248)
1,254
(570)
3,395
360
(150)
(4)
206
26 / Consol idated State me n t o f C ash Fl o ws
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016
Review of the year
Corporate governance
Financial statements
1. General information
Mirada plc is a company incorporated in the United Kingdom.
The address of the registered office is 68 Lombard Street,
London, EC3V 9LJ. The nature of the Group’s operations
and its principal activities are the provision and support
method of accounting. When the purchase method of
accounting is used the results of subsidiary undertakings are
included from the date of acquisition.
Business combinations
of products and services in the Digital TV and Broadcast
The acquisition of subsidiaries or trade and assets, is
markets.
2. Significant accounting policies
Basis of accounting
These Group 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. Based on this cash flow forecasts,
directors continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
Basis of consolidation
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.
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.
On disposal of a subsidiary the attributable amount of
The consolidated financial statements
incorporate the
goodwill is included in the determination of the profit or loss
financial statements of the Company and entities controlled
on disposal.
by the Company (its subsidiaries) made up to 31 March 2016.
For the purpose of impairment testing, goodwill is allocated
Where the company has control over an investee, it is
to each of the Group’s cash-generating units expected
classified as a subsidiary. The company controls an investee if
to benefit from the synergies of the combination. Cash-
all three of the following elements are present: power over
generating units to which goodwill has been allocated are
the investee, exposure to variable returns from the investee,
tested for impairment annually, or more frequently when
and the ability of the investor to use its power to affect those
there is an indication that the unit may be impaired. If the
variable returns. Control is reassessed whenever facts and
recoverable amount of the cash-generating unit is less than
circumstances indicate that there may be a change in any of
the carrying amount of the unit, the impairment loss is
these elements of control.
allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit
Other than detailed below, the financial statements
pro-rata on the basis of the carrying amount of each asset
incorporate the results of Mirada Plc and all its subsidiary
in the unit. Goodwill is allocated to cash generating units or
undertakings as at 31 March 2016 using the purchase
groups of cash generating units.
Notes to the Group Financial Statements / 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
2. Significant accounting policies – continued
• The availability of adequate technical, financial and other
Other 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 of other intangible assets is calculated over the
following periods on a straight line basis:
Completed technology
– over a useful life of 4 years
Deferred development costs – over a useful life of 3 to
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
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.
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 non current assets excluding deferred tax
assets
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.
If the recoverable amount of an asset (or cash-generating
Any internally-generated intangible asset arising from the
unit) is estimated to be less than its carrying amount, the
Group’s development projects are recognised only if all of
carrying amount of the asset (cash-generating unit) is
the following conditions are met:
reduced to its recoverable amount. An impairment loss is
recognised in the impairment of intangible assets line in the
• The technical feasibility of completing the intangible
consolidated income statement as an expense immediately.
asset so that it will be available for use or sale.
• The intention to complete the intangible asset and use or
carrying amount of the asset (cash-generating unit) is
Where an
impairment loss subsequently reverses, the
sell it.
• The ability to use or sell the intangible asset.
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-
• How the intangible asset will generate probable future
generating unit) in prior periods. A reversal of an impairment
economic benefits. Among other things, the Group can
loss is recognised as income immediately.
demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it
Goodwill impairments are not reversed.
is to be used internally, the usefulness of the intangible
asset.
28 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
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
current prices, of each asset evenly over its expected useful
life, as follows:
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
– Office & computer equipment
33.3% per annum
tax, to the share premium reserve.
– Short-leasehold improvements
10% per annum
Bank Borrowings
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.
Financial instruments
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.
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 payables are initially measured at fair value, and
are subsequently measured at amortised cost, using the
effective interest rate method.
Trade receivables
Forward Contracts
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
Forward contracts are accounted for as fair value through
profit and loss. They are carried in the statement of financial
position at fair value with changes in fair value recognised in
the consolidated statement of comprehensive income in the
individual customer basis, where there is objective evidence.
finance income or expense line.
Cash and cash equivalents
Employee share incentive plans
Cash and cash equivalents include cash at hand and deposits
The Group issues equity-settled share-based payments to
held at call with banks with original maturities of three
certain employees (including directors). These payments
months or less.
are measured at fair value at the date of grant by use of the
Black-Scholes pricing model. This fair value cost of equity-
Financial liabilities and equity instruments
settled awards is recognised on a straight-line basis over the
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.
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 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 retained earnings.
Notes to the Group Financial Statements / 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
2. Significant accounting policies – continued
Deferred tax is calculated at the tax rates that are expected
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.
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 are divided
into 4 types
development fees, self-billing revenues, the sale of licences
and managed services.
Revenues from development fees (which include set-up
fees): these 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.
Self-billing revenues: These are earned through a revenue-
share agreement between Mirada and the customer which is
presented in the Mobile segments. 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.
Sale of license: Revenue from licenses are earned from two
specific and separate streams.
1) 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.
30 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
2) Contracts
licence fees payable by customers are
operations are translated at exchange rates prevailing on the
dependent upon the number of end user subscribers
reporting date. Income and expense items are translated at
signing up to the customer’s digital television service.
the average exchange rates for the period, unless exchange
For this type of contract revenues are recognised by
rates fluctuate significantly during that period, in which case
multiplying the individual licence fee by the net increase
the exchange rates at the date of transactions are used.
in the customer’s subscriber base.
Managed services – revenue is measured on a straight line
statement of financial position and the current year income
basis over the length of the contract. Where agreements
statements are classified as equity and transferred to
involve multiple elements, the entire fee from such
the Group’s foreign exchange reserve. Such translation
arrangements is allocated to each of the individual elements
differences are recognised as income or an expenses in the
based on each element’s fair value. The revenue in respect
period in which the operations is disposed of.
Exchange differences arising on translating the opening
of each element is recognised in accordance with the above
policies.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
Certain revenues earned by the Group are invoiced in
foreign entity and translated at the closing rate. The Group
advance. As outlined in the revenue recognition policy above,
has elected to treat goodwill and fair value adjustments
revenues are recognised in the period in which the Group
arising on acquisitions before the date of transition to IFRS
provides the services to the customer, revenues relating to
as sterling denominated assets and liabilities.
services which have yet to be provided to the customer are
deferred.
Research and development tax credit
Retirement benefit costs
Companies within the group may be entitled to claim
special tax allowances in relation to qualifying research and
The Group operates defined contribution pension schemes.
development expenditure (e.g. R&D tax credits). The group
The amount charged to the income statement in respect
accounts for such allowances as tax credits, which means that
of pension costs and other post-retirement benefits is the
they are recognized when it is probable that the benefit will
contributions payable in the period.
flow to the group and that benefit can be reliably measured.
Differences between contributions payable in the period
extent the amounts due in respect of them are not settled
and contributions actually paid are shown as either accruals
by the balance sheet date, reduce current tax payable. A
or prepayments in the statement of financial position.
deferred tax asset is recognised for unclaimed tax credits
R&D tax credits reduce current tax expense and, to the
that are carried forward as deferred tax assets.
Foreign exchange
The individual financial statements of each group company
3. Standards not yet effective to the Group
are presented in the currency of the primary economic
Standards, amendments and interpretations to published
environment in which it operates (its functional currency).
standards not yet effective
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.
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
2016 or later periods and which the Group has decided not
to adopt early.
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.
Other than noted below, none of the newly issued standards,
amendments and interpretations have, or are expected to
have a material effect on the financial statements.
IFRS 15 – Revenue from contracts with customers (Issued
28 May 2014, applicable from January 2018 subject to
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s foreign
adoption by the EU).
Notes to the Group Financial Statements / 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
3.
Standards not yet effective to the Group –
present value using a pre-tax discount rate that reflects
continued
The standard specifies how and when to recognize revenue
as well as requiring relevant disclosures. The standard
requires an entity recognises revenue for transfer of
promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to
be entitled in exchange for those goods or services, with
associated disclosures. The group has started the process of
evaluating the effect of the standard on the Group.
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.
See note 12 for details of key assumptions and confirmation
that no reasonably possible change in any of the assumptions
or variables used in impairment testing would result in an
4.
Critical accounting judgements and key sources
impairment.
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.
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.
The estimates and underlying assumptions are reviewed on
an ongoing basis.
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
32 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
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. The segment headed other relates to corporate overheads, assets and liabilities.
Segmental results for the year ended 31 March 2016 are as follows:
Revenue - external
Segmental profit/(loss) (Adjusted EBITDA, see note 6)
Finance income
Finance expense
Depreciation
Amortisation
Profit on sale
Share-based payment charge
Irrecoverable sales tax expense
Profit/(Loss) before taxation
Digital TV &
Broadcast
£›000
5,482
2,242
—
—
(19)
(1,612)
1
—
(150)
462
Mobile
£›000
537
154
—
—
—
(23)
—
—
—
Other
£›000
—
(898)
5
(475)
—
—
—
(54)
—
131
(1,422)
The segmental results for the year ended 31 March 2015, presented on the revised basis, are as follows:
Revenue
Segmental profit/(loss) (Adjusted EBITDA, see note 6)
Finance income
Finance expense
Depreciation
Amortisation
Profit on sale
Share-based payment charge
Profit/(Loss) before taxation
There is no material inter-segment revenue.
Digital TV &
Broadcast
£’000
Mobile
£’000
5,232
2,086
—
—
(17)
(1,162)
—
—
907
425
91
—
—
(1)
(25)
—
—
65
Other
£’000
—
(634)
38
(436)
(3)
—
11
(61)
Group
£›000
6,019
1,498
5
(475)
(19)
(1,635)
1
(54)
(150)
(829)
Group
£’000
5,657
1,543
38
(436)
(21)
(1,187)
11
(61)
(1,085)
(113)
The Group has two 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 £3.6 million (2015: £2.16 million) and £0.94 million
(2015: £0.84 million) of the total Group revenues respectively.
Notes to the Group Financial Statements / 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
5. Segmental reporting – continued
The segment assets and liabilities at 31 March 2016 are as follows:
Additions to non-current assets
Total assets
Total liabilities
Digital TV –
Broadcast
£’000
2,416
11,108
(5,016)
Mobile
£’000
—
139
(79)
Other
£’000
—
4,822
(684)
Group
£’000
2,416
16,069
(5,779)
Capital expenditure comprises additions to property, plant and equipment and intangible assets.
The segment assets and liabilities at 31 March 2015, presented on a revised basis, are as follows:
Additions to non-current assets
Total assets
Total liabilities
Digital TV –
Broadcast
£’000
1,887
13,210
(4,029)
Mobile
£’000
—
714
Other
£’000
1
220
Group
£’000
1,888
14,144
(134)
(1,005)
(5,168)
Segment assets and liabilities are reconciled to the Group’s assets and liabilities as follows:
Digital TV – Broadcast & Mobile
Other:
Intangible assets
Property, plant & equipment
Other financial assets & liabilities
Total other
Total Group assets and liabilities
Assets
31 March
2016
£’000
11,247
3,890
—
932
4,822
16,069
Liabilities
31 March
2016
£’000
5,095
Assets
31 March
2015
£’000
13,924
Liabilities
31 March
2015
£’000
4,163
—
—
684
684
—
2
218
220
5,779
14,144
—
—
1,005
1,005
5,168
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
Rest of Continental Europe
Latin America
34 / Note s to the Gro u p Fi na nc ial Sta te me n ts
External revenue by
location of customer
Total assets by
location of assets
31 March 2016
£’000
31 March 2015
£’000
31 March 2016
£’000
31 March 2015
£’000
609
540
—
4,870
6,019
593
953
52
4,059
5,657
5,230
10,839
3,323
10,821
—
—
—
—
16,069
14,144
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
5. Segmental reporting – continued
Revenues by Products:
Development
Self Billing
Licenses
Managed Services
31 March 2016
Digital TV &
Broadcast
£’000
31 March 2016
Mobile
£’000
31 March 2015
Digital TV &
Broadcast
£’000
31 March 2015
Mobile
£’000
3,639
—
1,260
583
5,482
—
537
—
—
537
2,949
—
1,730
552
5,231
—
410
20
(4)
426
6. Operating profit
The operating profit is stated after charging/(crediting) the following:
Depreciation of owned assets
Amortisation of intangible assets
Operating lease charges
Analysis of auditors’ remuneration is as follows:
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
19
1,635
265
21
1,187
250
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
Remuneration receivable by the Company’s auditor or an associate of the
Company’s auditor for the auditing of these accounts
53
51
Reconciliation of operating profit for continuing operations to adjusted earnings before interest, taxation, depreciation and
amortisation:
Operating (loss)/profit
Depreciation
Amortisation
Profit on disposal
Operating profit before interest, taxation, depreciation, amortisation (EBITDA)
Share-based payment charge
Irrecoverable sales tax expense
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
(359)
19
1,635
(1)
1,294
54
150
285
21
1,187
(11)
1,482
61
—
Operating profit before interest, taxation, depreciation, amortisation and share-based
1,498
1,543
payment charge (Adjusted EBITDA)
Notes to the Group Financial Statements / 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – 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 2016
£’000
Year ended
31 March 2015
£’000
4,177
765
13
54
3,582
714
12
61
5,009
4,369
Contained within staff costs are amounts capitalised as intangible assets totalling £2,363,151 (2015: £2,134,600).
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 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 2016
£’000
Year ended
31 March 2015
£’000
8
107
6
121
8
80
6
94
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 59, the Director of Business Development and
the Sales Director.
Salaries and fees
Social Security costs
Defined contribution pension cost
Other benefits
Share-based payments
The directors’ remuneration is disclosed in the Directors’ Remuneration Report on page 20.
8. Finance income
Interest received on bank deposits
Other financial income
36 / Note s to the Gro u p Fi na nc ial Sta te me n ts
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
758
814
33
—
16
46
42
—
26
43
853
925
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
5
—
5
6
32
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
9. Finance expense
Interest and finance charges on bank loans and overdrafts
Other interest payable
Movement in Fair Value of derivative
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
471
4
—
475
287
28
121
436
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 20%. The differences
are reconciled below:
Loss before taxation
Loss on ordinary activities multiplied by 20% (2015: 21%)
Effect of expenses not deductible for tax purposes
Losses carried forward
Witholding Taxes
Total current tax
Origination and reversal of temporary differences
(Increase)/decrease of deferred tax assets
Total deferred tax
Subtotal
R&D
Total tax (credit)/expense
Deferred Taxation
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
(829)
(166)
13
153
—
—
—
191
191
191
(616)
(425)
(113)
(24)
21
3
159
159
31
(128)
(97)
62
—
62
Deferred tax assets have been recognised in respect of tax losses for Mirada Connect Limited, research and development
investment for Mirada Iberia 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 Mirada Iberia S.A and Mirada Connect Limited over recent years, combined with the forecasts for
future periods. However, following a prudent approach deferred tax assets have been reduced by £191,000 during FY16
The movements in deferred tax assets and liabilities during the period are shown below:
Group
Tax credit for losses
Other temporary deductible differences
Tax asset
Asset
31 March 2016
£’000
Asset
31 March 2015
£’000
(Charged)/
credited to
profit & loss
31 March 2016
£’000
387
8
395
536
7
543
(191)
—
(191)
Foreign exchange differences of £42,000 arising on consolidation of the deferred tax asset are recognised in other
comprehensive income.
Notes to the Group Financial Statements / 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
10. Taxation – continued
Reconciliation of deferred tax asset and liabilities:
Balance at 1 April
Other tax credit
Reversal of Deferred tax asset
Other Temporary Deductible differences
Forex
Balance at the end of year
Deferred taxation amounts not recognised are as follows:
Group
Depreciation in excess of capital allowance
Losses
Research & Development Tax Credits, useable against future profits
Year ended
31 March 2016
Asset
£’000
Year ended
31 March 2015
Asset
£’000
543
—
(191)
—
43
395
508
128
—
(31)
(62)
543
Year ended
31 March 2016
£’000
Year ended
31 March 2015
£’000
429
9,668
2,199
429
9,515
2,199
12,296
12,143
The gross value of tax losses carried forward at 31 March 2016 equals £58.0 million (2015: £57.8 million).
11. Earnings per share
Loss for year
Weighted average number of shares
Basic loss per share
Diluted loss per share
Adjusted EBITDA per share
Year ended
31 March 2016
Total
Year ended
31 March 2015
Total
£(404,647)
£(175,078)
122,345,366 104,315,229
£(0.003)
£(0.002)
£(0.003)
£(0.002)
Adjusted EBITDA per share is calculated by reference to the operating margin from continuing activities before profit on
disposal, share-based payment charges, depreciation, amortisation and irrecoverable sales tax (see note 6).
Adjusted EBITDA
Weighted average number of shares
Basic adjusted EBITDA per share
Diluted adjusted EBITDA per share
Year ended
31 March 2016
Total
Year ended
31 March 2015
Total
£1,497,955 £1,543,178
122,345,366 104,315,229
£0.012
£0.012
£0.014
£0.014
The Company has 4,697,166 (2015: 5,602,238) potentially dilutive ordinary shares arising from share options issued to staff.
Share options have been included in calculating the diluted earnings.
38 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
12. Intangible assets
Cost
At 1 April 2015
Additions
Foreign exchange
At 31 March 2016
Accumulated amortisation
At 1 April 2015
Provided during the year
Foreign exchange
At 31 March 2016
Net book value
At 31 March 2016
At 31 March 2015
Cost
At 1 April 2014
Transfer
Additions
Foreign exchange
At 31 March 2015
Accumulated amortisation
At 1 April 2014
Transfer
Provided during the year
Foreign exchange
At 31 March 2015
Net book value
At 31 March 2015
At 31 March 2014
Deferred
development
costs
£’000
Completed
Technology
£’000
Total Intangible
assets
£’000
7,526
2,257
870
1,032
86
18
8,558
2,343
888
Goodwill
£’000
29,083
—
—
10,653
1,136
11,789
29,083
4,735
1,595
532
6,862
3,791
2,791
980
40
17
1,037
99
52
5,715
1,635
549
7,899
3,890
2,843
22,137
—
—
22,137
6,946
6,946
Deferred
development
costs
£’000
Completed
Technology
£’000
Total Intangible
assets
£’000
Goodwill
£’000
6,974
(466)
1,795
(777)
7,526
4,530
(404)
1,179
(570)
4,735
2,791
2,444
593
466
—
(27)
1,032
593
404
8
(25)
980
52
—
7,567
29,083
—
1,795
(804)
8,558
—
—
—
29,083
5,123
22,137
—
1,187
(595)
5,715
2,843
2,444
—
—
—
22,137
6,946
6,946
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.
Notes to the Group Financial Statements / 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
12. Intangible assets – continued
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next
five 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 2.5% (2015: 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 15.1% (2015:
15.3%). 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.
Digital TV-
Broadcast
£’000
6,390
Connect
£’000
556
Total
£’000
6,946
Office &
computer
equipment
£’000
Short-leasehold
improvements
£’000
1,315
73
(702)
26
712
1,274
19
(701)
26
618
94
41
49
—
(3)
—
46
49
—
(3)
—
46
—
—
Total
£’000
1,364
73
(705)
26
758
1,323
19
(704)
26
664
94
41
Carrying value at 1 April 15 and 31 March 16
13. Property, plant and equipment
Cost
At 1 April 2015
Additions
Disposals
Foreign exchange
At 31 March 2016
Depreciation
At 1 April 2015
Provided during the year
Disposals
Foreign exchange
At 31 March 2016
Net book value
At 31 March 2016
At 31 March 2015
40 / Note s to the Gro u p Fi na nc ial Sta te me n ts
Review of the year
Corporate governance
Financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
13. Property, plant and equipment – continued
Cost
At 1 April 2014
Additions
Disposals
Foreign exchange
At 31 March 2015
Depreciation
At 1 April 2014
Provided during the year
Disposals
Foreign exchange
At 31 March 2015
Net book value
At 31 March 2015
At 31 March 2014
14. Trade & other receivables
Trade receivables
Allowance for bad debts
Other receivables
R&D tax credit
Prepayments and accrued income
Non current other receivables R&D tax credit
Office &
computer
equipment
£’000
Short-leasehold
improvements
£’000
1,341
28
(17)
(37)
1,315
1,305
20
(17)
(34)
1,274
41
36
49
—
—
—
49
48
1
—
—
49
—
1
Total
£’000
1,390
28
(17)
(37)
1,364
1,353
21
(17)
(34)
1,323
41
37
31 March 2016
£’000
31 March 2015
£’000
1,449
(23)
1,426
421
425
1,567
3,839
191
191
2,217
(28)
2,189
372
1,004
3,565
—
—
Additionally, both Mirada Iberia and Digital Impact have prepared the legal documentation to apply for R&D tax credit. The
total amount of these tax credit represents £616,000. This amount is expected to be collected before March 2017, excepting
£191,000 for the FY16 R&D tax credit in Mirada Iberia that will be collected after March 2017.
Trade receivables
Trade receivables net of allowances are held in the following currencies:
Sterling
US Dollars
Euro
Total
31 March 2016
£’000
31 March 2015
£’000
59
1,171
196
1,426
89
1,549
551
2,189
Notes to the Group Financial Statements / 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
14. Trade & other receivables – continued
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 £546,000 (2015: £34,000) 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
77 days (2015: 80 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
Forex
31 March 2016
£’000
31 March 2015
£’000
282
224
40
546
13
20
1
34
31 March 2016
£’000
31 March 2015
£’000
28
—
(5)
31
—
(3)
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 2016
£’000
31 March 2015
£’000
23
28
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable set out above.
42 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
15. Trade and other payables
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 payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 76 days (2015: 69 days).
Trade payables
Other payables
Other taxation and social security taxes
Accruals and deferred income
31 March 2016
£’000
31 March 2015
£’000
553
456
—
561
456
438
445
451
1,570
1,790
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
16. Loans and borrowings
Advances Drawn on invoice discounting facilities
Bank loans
Other Loans
The borrowings are repayable as follows:
On demand or within one year
The above bank loans are denominated in Euros and are unsecured.
The weighted average interest rates paid were as follows:
Invoice discounting facilities
Bank loans
The directors estimate the fair value of the Group’s borrowings as follows:
Invoice discounting facilities
Bank loans
Other Loans
Interest-bearing bank loans are initially recorded at fair value less direct issue costs.
31 March 2016
£’000
31 March 2015
£’000
845
148
311
465
179
395
1,304
1,039
31 March 2016
£’000
31 March 2015
£’000
822
1,354
243
2,419
441
852
174
1,467
2,419
1,467
31 March 2016
%
31 March 2015
%
2.0
3.2
822
1,354
243
2,419
3.0
4.1
441
852
174
1,467
Notes to the Group Financial Statements / 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
17. Non-current liabilities
Interest bearing loans and borrowings:
Bank loans
Other loans
Other non-current payables:
Other taxation and social security taxes
31 March 2016
£’000
31 March 2015
£’000
1,298
474
1,772
18
1,790
686
659
1,345
66
1,411
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.
Capital risks have been analysed in the Director’s report (page 18)
Net Debt
Net Debt is calculated based on short term loans, long terms loans and cash and cash equivalents:
Loans and borrowings – Current
Loans and borrowings – Non Current
Cash
Net Debt
Provisions
31 March 2016
£’000
31 March 2015
£’000
2,419
1,772
(714)
3,477
1,467
1,345
(206)
2,606
Provisions relate to a liability arising from an onerous lease and dilapidation obligation. A settlement agreement was signed
and paid on December 1, 2015. The movement in provisions is as follows:
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
Dilapidation
Provision
£’000
31 March 2016
£’000
31 March 2015
£’000
500
(500)
500
(500)
—
—
—
—
—
—
—
—
576
(76)
500
500
—
500
44 / Note s to the Gro u p Fi na nc ial Sta te me n ts
Review of the year
Corporate governance
Financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
17. Non-current liabilities – continued
Borrowings, including interest, are repayable as follows:
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
Advances drawn on invoice discounting
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
18. Retirement benefit schemes
31 March 2016
£’000
31 March 2015
£’000
1,437
646
758
933
352
320
2,841
1,605
247
113
364
724
821
821
2,505
759
1,122
4,386
183
228
439
850
441
441
1,557
580
759
2,896
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 £11,855 (2015: £12,000).
At 31 March 2016, contributions amounting to £3,555 (2015: £3,000) 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 20.
Externally imposed capital requirement
The Group is not subject to externally imposed capital requirements.
Notes to the Group Financial Statements / 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
19. Financial instruments – continued
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
* Excluding other taxation and social security and deferred income.
Financial risk management objectives
Carrying value
31 March 2016
£’000
31 March 2015
£’000
3,622
714
4,336
1,304
2,419
1,772
18
5,513
3,443
206
3,649
1,038
1,467
1,345
66
3,916
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.
The carrying amounts of the Group’s material foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:
US Dollar denominated assets and liabilities
—
—
1,197
2,250
Liabilities
Assets
31 March 2016
£’000
31 March 2015
£’000
31 March 2016
£’000
31 March 2015
£’000
Entities from United Kingdom have no balance Euro/USD.
46 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
19. Financial instruments – continued
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 at March 31, 2015. Due to the Brexit, the Company has used a 20% change in the Euro/Sterling
rate at March 31, 2016. A positive number below indicates an increase in profit and other equity where Sterling strengthens
against the relevant currency. For a 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
Interest rate risk management
Profit and loss impact
2016
£’000
225
2015
£’000
42
At 31 March 2016 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 £1,356,000. The remaining bank loans totalling £2,835,000 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 £470,000 at 31 March 2016 and
£21,000 at 31 March 2015) in some cases. 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.
Counterparty
Rating
BancSabadell
Santander
LiberBank
BBVA
Barclays
BB+
A-
N/A
BBB+
A-
31 March 2016
31 March 2015
% of overall
cash & cash
equivalents
—
—
7.4%
65.8%
5.9%
Carrying
amount
£’000
—
—
53
470
42
% of overall
cash & cash
equivalents
10.0%
74.3%
—
7.8%
—
Carrying
amount
£’000
21
153
—
16
—
Notes to the Group Financial Statements / 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
19. Financial instruments – continued
Liquidity risk management
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.
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 2016 is as follows:
Allotted, called up and fully paid
Ordinary shares of £0.01 each
139,057,695
1,391
114,057,695
1,141
31 March 2016
Number
31 March 2016
£’000
31 March 2015
Number
31 March 2015
£’000
Share issues
During the year the following share issues took place:
– On 1 December 2015 the Company completed a placing for cash raising gross proceeds of £1,500,000 via the issue of
25,000,000 £0.01 ordinary shares at a price of £0.06 each.
21. Reserves
Share premium
The amount subscribed for share capital in excess of nominal value.
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 Mirada Iberia S.A, formally known as Fresh Interactive Technologies S.A, has been taken to the merger reserve.
48 / Note s to the Gro u p Fi na nc ial Sta te me n ts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
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 2015, 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 Gozalbo Sidro
Jose-Luis Vazquez
Javier Casanueva
Francis Coles
Rafael Martin Sanz
No. of share options
938,728
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.
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 22 June 2007 are as follows:
Outstanding at the beginning of the period
Granted during period
Lapsed during period
Exercised during period
Outstanding at the end of the period
Exercisable at the end of the period
Year ended 31 March 2016
Year ended 31 March 2015
No. of share
options
5,602,238
—
(905,072)
—
4,697,166
4,697,166
Weighted average
exercise price
(£)
0.10
—
0.10
—
0.10
0.10
No. of share
options
5,602,555
—
(317)
5,602,238
3,835,158
Weighted average
exercise price
(£)
0.10
—
0.10
0.10
0.12
The options outstanding at 31 March 2016 and at 31 March 2015 had a range of exercise prices from £0.10 to £1.85
The options outstanding at 31 March 2016 had a weighted average remaining contractual life of 5.4 years (2015: 6.4 years).
For the year ended 31 March 2016, the Group has recognised a total expense of £54,000 (2015: £61,000) 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.
Notes to the Group Financial Statements / 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
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 2016
£’000
31 March 2015
£’000
232
331
563
207
324
531
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 leasee to pay all insurance, maintenance and repair costs.
24. Notes supporting cash flow statement
Cash and cash equivalents comprise:
Cash available on demand
Net cash increase/(decrease) 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
25. Related party transactions
31 March 2016
£’000
31 March 2015
£’000
714
508
206
714
206
356
(150)
206
31 March 2016
£’000
31 March 2015
£’000
41
673
714
9
197
206
On 7 January 2016, Matthew Earl, Non-Executive Director of the Company, on the same day transferred 166,667 ordinary
shares from a nominee account into a personal SIPP at a price of 5.125p per ordinary share.
As part of the £1.5m placing on 24th November 2016, key management personal participated in the placing and acquired
£70,000 of shares on the same terms as other participants.
Outstanding at the year end was an amount payable to José Luis Vázquez, a director of Mirada plc, of £1,068 (2015: £1,273).
26. Events after the reporting date
There are no material reportable post balance sheet events.
50 / Note s to the Gro u p Fi na nc ial Sta te me n ts
COMPANY STATEMENT OF FINANCIAL POSITION
31 March 2016
Review of the year
Corporate governance
Financial statements
Intangible assets
Property, plant and equipment
Investments
Non-current assets
Trade and other receivables
Cash and cash equivalents
Current assets
Total assets
Current liabilities
Net current (liabilities)/assests
Total assets less current liabilities
Provisions for liabilities
Total liabilities
Net assets
Issued share capital and reserves attributable to
equity holders of the company
Share capital
Share premium
Retain (losses)/Earnings
Equity
Notes
iv
v
vi
vii
viii
x
xii
31 March
2016
£’000
2
—
11,437
11,439
268
45
313
31 March
2015
£’000
28
—
10,591
10,619
793
5
798
31 March
2014
£’000
56
2
9,407
9,465
571
3
574
11,752
11,417
10,039
(808)
(495)
10,944
—
(808)
10,944
1,391
9,859
(306)
10,944
(645)
152
10,772
(500)
(1,146)
10,271
1,141
8,748
382
10,271
(2,099)
(1,525)
7,940
(576)
(2,676)
7,364
861
5,776
727
7,364
These financial statements were approved and authorised for issue on 15 July 2016.
Signed on behalf of the Board of Directors
José-Luis Vázquez
Chief Executive Officer
The notes on pages 54 to 58 form part of these financial statements
Company Statement of financial position / 51
COMPANY STATEMENT OF CHANGES IN EQUITY
31 March 2016
Share capital
£’000
Share premium
account
£’000
Retained earnings
£’000
Balance at 1 April 2015
Loss for the financial year
Share based payment
Issue of shares
Share issue costs
Balance at 31 March 2016
Balance at 1 April 2014
Loss for the financial year
Share based payment
Issue of shares
Share issue costs
Balance at 31 March 2015
1,141
8,748
—
—
250
—
1,391
—
—
1,250
(139)
9,859
Total
£’000
10,272
(743)
54
1,500
(139)
383
(743)
54
—
—
(306)
10,944
Share capital
£’000
Share premium
account
£’000
Retained earnings
£’000
861
—
—
280
—
1,141
5,776
—
—
3,220
(248)
8,748
728
(406)
61
—
—
383
Total
£’000
7,365
(406)
61
3,500
(248)
10,272
The notes on pages 54 to 58 form part of these financial statements.
52 / Compa ny State me n t o f c han g es in eq u it y
COMPANY STATEMENT OF CASH FLOWS
31 March 2016
Review of the year
Corporate governance
Financial statements
Cash flows from operating activities
Loss after tax
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payment charge
Finance income
Finance expense
Operating cash flows before movements in working capital
Increase/(decrease) in trade and other receivables
(Decrease)/increase in trade and other payables
(Decrease)/increase in provisions
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Investment in Mirada Iberia
Net cash used in investing activities
Cash flows from financing activities
Interests and similar expenses paid
Issue of share capital
Cost of share issue
Loans received
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
The notes on pages 54 to 58 form part of these financial statements.
Year ended
31 March
2016
£’000
Year ended
31 March
2015
£’000
(743)
(406)
—
26
54
—
(1)
(664)
525
80
(500)
(559)
(846)
(846)
1
1,500
(139)
85
1,447
42
5
47
3
28
61
(24)
21
(316)
(222)
(1,648)
(76)
(2,263)
(1,184)
(1,184)
2
3,500
(248)
195
3,449
2
3
5
Company Statement of cash fl ows / 53
NOTES TO COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2016
i. 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 International Financial Reporting Standards
and law.
Principal accounting policies for the company are consistent of those for the group company which are disclosed in note 2 of
the group accounts, page 27. Further polices considered in the company financial statements are listed below
Going concern policy
As disclosed in Note 2 from the consolidated financial statement, 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. Based on
this cash flow forecasts, directors continue to adopt the going concern basis of accounting in preparing the annual financial
statements.
Investments in subsidiaries
Investments in subsidiaries are held at cost less any provision for impairment.
ii. Directors’ remuneration
The emoluments received by the directors who served during the year were as follows:
Executive directors:
Aggregate emoluments
Non-executive directors:
Aggregate emoluments
Emoluments payable to the highest paid director are as follows:
Aggregate emoluments
Year ended
31 March
2016
£’000
Year ended
31 March
2015
£’000
451
113
564
402
74
476
Year ended
31 March
2016
£’000
Year ended
31 March
2015
£’000
219
285
There were no Company contributions to the pension scheme or benefits on behalf of the highest paid director.
iii. Company income statement
As permitted by Section 408 of the Companies Act 2006 the Company has elected not to present its own statement of
comprehensive income for the year. The Company reported a loss after tax for the financial year ended 31 March 2016 of
£0.73 million (2015: loss after tax £0.41 million).
54 / Note s to com pa ny fin an c ial st at em en t s
NOTES TO COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
iv.
Intangible assets
Cost
At 1 April 2015 and 31 March 2016
Depreciation
At 1 April 2015
Provided during the year
At 31 March 2016
Net book value
At 31 March 2016
At 31 March 2015
v. Property, plant and equipment
Cost
At 1 April 2015
Write off fixed assets
At 31 March 2016
Depreciation
At 1 April 2015
Write off fixed assets
At 31 March 2016
Net book value
At 31 March 2016
At 31 March 2015
vi. Investments
Cost
At 1 April 2015
Additions
Write off investment
At 31 March 2016
Amounts provided
At 1 April 2015
Write off investments
At 31 March 2016
Net book value
At 31 March 2016
At 31 March 2015
Deferred
development
costs
£’000
139
111
26
137
2
28
Office & computer
equipment
£’000
704
(704)
—
704
(704)
—
—
—
Cost
£’000
23,476
846
(6,583)
17,739
12,885
(6,583)
6,302
11,437
10,591
The write off of investments relates to the subsidiaries previously impaired which have been struck off in the year.
The Company increased its participation in Mirada Iberia, SA by £0.85 million for the financial year ended 31 March 2016.
Notes to company financia l statements / 55
NOTES TO COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
vi. Investments – continued
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:
Name of company
Holding
% Voting rights
Country of
incorporation
Nature of business
Digital Interactive Television
Group Limited
Ordinary shares
Digital Impact (UK) Limited* Ordinary shares
Mirada Connect Ltd
Mirada Iberia, S.A.
Ordinary shares
Ordinary shares
Mirada Mexico, S.A.*
Ordinary shares
100%
100%
100%
100%
100%
* Held indirectly in Mirada Iberia S.A.
vii. Trade and other receivables
UK
UK
UK
Spain
Mexico
Dormant
Interactive TV Services
Payment solutions provider
Interactive TV services
Dormant
Trade receivables
Amounts owed by group undertakings
Other receivables
Prepayments
viii Trade and other payables
Bank loans
Trade payables
Amounts owed to group undertakings
Accruals and deferred income
Other taxation and social security
Other payables
All amounts fall due within one year.
ix. Operating lease arrangements
31 March
2016
£’000
31 March
2015
£’000
1
235
4
28
268
9
744
10
30
793
31 March
2016
£’000
31 March
2015
£’000
279
67
189
193
28
51
808
195
65
163
64
51
108
645
Operating lease payments represent rentals payable by the Company for its office properties. Leases of buildings are subject
to rent reviews at specified intervals and provide for the leasee to pay all insurance, maintenance and repair costs. On
31 October 2015, the Company moved its offices to 68 Lombard Street EC3V 9LJ, London
Within one year
Leases expiring between one and five years
56 / Note s to com pa ny fin an c ial st at em en t s
31 March
2016
£’000
31 March
2015
£’000
23
4
16
12
NOTES TO COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
Review of the year
Corporate governance
Financial statements
x. Provisions
Movement in provisions:
Balance at the beginning of the year
Utilised in the year
Balance at the end of the year
Dilapidation
provision
£’000
31 March
2016
£’000
31 March
2015
£’000
500
(500)
—
500
(500)
—
576
(76)
500
Provisions relate to a liability arising from an onerous lease and dilapidation obligation. A settlement agreement was signed
and paid on December 1, 2015.
xi. Deferred taxation
Deferred taxation provided in the financial statements is £nil (2014: £nil) and the amounts not recognised are as follows:
Accelerated capital allowances
Losses
31 March
2016
£’000
402
7.297
7.699
31 March
2015
£’000
402
6.555
6.957
The deferred tax asset has not been recognised on the grounds that there is insufficient evidence at the balance sheet date
that it will be recoverable. The asset would start to become potentially recoverable if, and to the extent that, the company
were to generate taxable income in the future.
xii. Share capital
A breakdown of the authorised and issued share capital in place as at 31 March 2016 is as follows:
Allotted, called up and fully paid
Ordinary shares of £0.01 each
Share issues
During the year the following share issues took place:
31 March
2016
Number
31 March
2016
£’000
31 March
2016
Number
31 March
2016
£’000
139,057,695
1,391 114,057,695
1,141
– On 1 December 2015 the Company completed a placing for cash raising gross proceeds of £1,500,000 via the issue of
25,000,000 £0.01 ordinary shares at a price of £0.06 each.
Notes to company financia l statements / 57
NOTES TO COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2016 – continued
xiv. Related parties
Details of balances and transactions with related parties:
Mirada Iberia
Digital Impact
Mirada Connect
Digital Interactive TV Group
Year ended 31 March 2016
Year ended 31 March 2015
Balance
£’000
Transactions
£’000
Balance
£’000
Transactions
£’000
(189)
483
269
—
187
16
—
377
517
367
(163)
(163)
47
20
—
—
Details of all other related parties are included within Note 25 of the Consolidated Financial Statements.
xv. Transition to IFRS
No changes to previously reported profits or equity were indentified as at the transition date of 1 April 2014.
58 / Note s to com pa ny fin an c ial st at em en t s
OFFICERS AND PROFESSIONAL ADVISERS
Review of the year
Corporate governance
Financial statements
Directors
Mr Javier Casanueva
Non-Executive Chairman
Mr José-Luis Vázquez
Chief Executive Officer
Mr Francis Coles
Non-Executive Director
Mr Matthew Earl
Non-Executive Director
Mr Jose Gozalbo
Executive Director
Mr Gonzalo Babío
Executive Director
Company Secretary
Miss Kathy Claydon
Nominated Adviser and Broker
Allenby Capital Limited
3 St Helen’s Place
London
EC3A 6AB
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Lawyers
Howard Kennedy LLP
No 1. London Bridge
London
W1W 5LS
Registered Office
68 Lombard Street
London
EC3V 9LJ
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Company Registrars
Capita Registrars Limited
Bourne House
34 Beckenham Road
Kent
BR3 4TU
Officers and Professional Advisers
L O N D O N H E A D Q U A R T E R S
68 Lombard Street, London - EC 3V 9LJ
+44 (0)207 868 2104 · info@mirada.tv
mirada. tv