MTS
Annual Report 2019

Plain-text annual report

Annual Report and Financial Statements for the year ended 31 December 2019 Mobile Tornado Group plc Company registration number: 5136300 Contents Page 1 PageStrategic report2Directors’ report10Independent auditors' report20Consolidated income statement25Consolidated statement of comprehensive income25Consolidated statement of financial position26Consolidated statement of changes in equity27Consolidated statement of cash flows28Notes to the financial statements29Company balance sheet - prepared under FRS10256Company statement of changes in equity57Notes to the Company financial statements - prepared under FRS10258Corporate information67 Strategic report Introduction Mobile Tornado Group plc, the leading provider of instant communication mobile applications to the enterprise market, announces its results for the year ended 31 December 2019. Financial Highlights • Total revenue increased by 16% to £3.45m (2018: £2.97m) o Recurring revenues remained largely unchanged at £2.06m (2018: £2.05m) o Non-recurring revenues* increased by 50% to £1.39m (2018: £0.93m) • Gross profit increased by 19% to £3.17m (2018: £2.66m) • Adjusted (pre IFRS 16) operating expenses before depreciation, amortisation, exceptional items and exchange differences decreased by 3% to £3.45m (2018: £3.55m) • Adjusted EBITDA** (pre IFRS 16) loss of £0.28m (2018: £0.89m) • Group operating loss for the year decreased to £0.32m (2018: £1.28m) and at an • adjusted (pre IFRS 16) level decreased to £0.33m (2018: £1.28m) Loss after tax of £0.82m (2018: £1.54m) and at an adjusted (pre IFRS 16) level of £0.80m (2018: £1.54m) • Basic loss per share of 0.23p (2018: 0.47p) and at an adjusted (pre IFRS 16) level of 0.22p (2018: 0.47p) • Cash at bank of £0.26m (2018: £0.35m) with net debt of £8.62m (2018: £8.07m) and at an adjusted (pre IFRS 16) level of £8.05m (2018: £8.07m) * Non-recurring fees comprising installation fees, hardware, professional services and capex license fees **Earnings before interest, tax, depreciation, amortisation, exceptional items and excluding exchange differences Operating highlights • Breakeven EBITDA milestone achieved in the second half of the year for the first time • Bundled push-to-talk (PTT) sales contributed to significant growth in non-recurring revenue over the period Page 2 Pre-IFRS 16201920192018£'000£'000£'000Recurring revenue2,0632,0632,049Non-recurring revenue*1,3911,391925Total revenue3,4543,4542,974Gross profit3,1743,1742,659Administrative expenses(3,164)(3,452)(3,547)Adjusted EBITDA**10(278)(888)Group operating loss(324)(333)(1,283)Loss before tax(1,028)(1,010)(1,902) Strategic report • Increased activity with dedicated PTT reseller partners is widening distribution capability and has led to significant sales pipeline increase • Strategic client wins in multiple territories and across array of customer types including government agencies, municipalities and large enterprises • Major public safety contract negotiations taking place in 3 continents • Sustained product development programme materially enhances platform capability with additional features and functionality including enhanced encryption, cyber security and recording capabilities • Recent support to international efforts to address the COVID 19 crisis where the Company’s public safety grade PTT system can be rapidly deployed to meet communications needs in national emergency situations Financial results and key performance indicators Total revenue for the year ended 31 December 2019 increased by 16% to £3.45m (2018: £2.97m). Recurring revenues remained largely unchanged at £2.06m (2018: £2.05m). Non-recurring revenues, comprising installation fees, hardware, professional services and capex license fees increased to £1.39m (2018: £0.93m). This was a target area for delivering growth during the financial year and the Board is pleased with the increase of 50%. As a result, gross profit increased by 19% to £3.17m (2018: £2.66m). Our adjusted (pre IFRS 16) operating expenses before depreciation, amortisation, exceptional items and exchange differences in the year decreased by 3% to £3.45m (2018: £3.55m), reflecting the continued positive impact those previous investments in the development and operating efficiencies of our enhanced technical platform have delivered. Due to the annual revaluation of certain financial liabilities on the balance sheet, the Group reported a translation gain of £0.08m (2018: loss of £0.14m) arising from the appreciation of sterling relative to other operating currencies as at 31 December 2019 versus the previous year end. The Group recorded a net income tax credit of £0.21m (2018: £0.37m). The adjusted (pre IFRS 16) loss after tax for the year decreased to £0.80m (2018: loss of £1.54m) and a reduced adjusted (pre IFRS 16) basic loss per share of 0.22p (2018: 0.47p). The adjusted (pre IFRS 16) net cash outflow from operating activities reduced by 46% to £0.99m (2018: £1.85m). At 31 December 2019, the Group had £0.26m cash at bank (2018: £0.35m) and adjusted (pre IFRS 16) net debt of £8.05m (31 December 2018: £8.07m). Results and dividends The Directors do not recommend the payment of a dividend in respect of the year ended 31 December 2019 (year ended 31 December 2018: nil). The Company currently intends to reinvest future earnings to finance the growth of the business over the near term. Review of Operations 2019 was a year of solid progress and positive growth for the business in all areas. Despite the shortfall in anticipated sales as announced in the full year trading update, the overall financial performance of the business was very positive and we are pleased to announce that we achieved a breakeven EBITDA position in the second half of the year for the first time. Page 3 Strategic report We experienced a further material increase in non-recurring revenues (overall increase of 50% year on year to £1.39m (2018: £0.93m)) attributed largely to the continued sales from our bundled PTT offering. Building on the success from last year, I am pleased to report that this solution continues to be distributed seamlessly and efficiently through our Israeli MNO partner in an easy access end-to-end format and into an expanding blue-chip customer base made up of large multinational enterprises, transport companies, international logistics businesses, government entities and municipalities. The additional sales margin and up-front cash flow benefits of this business has been welcome and we expect to see further acceleration of bundled PTT sales both into new customers and through the continual upsizing in our deployments with existing customers. Our recurring revenues (unchanged year on year at £2.06m (2018: £2.05m) incurred a small amount of customer license churn on our legacy system deployments, however these were offset through growth in license sales via our reseller partner channels especially in LATAM. We have made a concerted effort to expand, educate, and provide technical support to our network of high-quality reseller partners and the sales pipeline numbers are extremely promising. Achieving a breakeven adjusted (pre IFRS 16) EBITDA in the second half of the year was a financial milestone for the business despite our revenue performance being behind the market expectations. It will build confidence in the growing financial stability of the business as well as open up a wider range of available capital and funding solutions to support further growth if required. The overall adjusted (pre IFRS 16) EBITDA loss for the year was a material improvement on last year and was achieved with a constant overhead, demonstrating the operational gearing and cash generation potential which sits in the platform. We continue to look at cost improvements in the business whilst maintaining the maximum available budget allocated to R&D and investment in our platform. Mobile Network Operators (MNO’s) The Company has partnered with the leading MNO’s in each of its key strategic regions (Africa, Latin America and Israel) and these ongoing relationships remain strong. In Israel, our bundled PTT solutions continued to sell well into our MNO client’s customer base throughout the year. The crowded operator market adds to the competitive dynamics here but our ability to offer our public safety grade PoC platform at increasingly lower cost widened both the competitive price appeal of our leading solutions as well as the addressable market. Within the sales mix were public utilities, local authorities and government agencies, along with a range of multinational enterprise customers within the transport, logistics and industrial sectors. The bundled solution which is a full end-to-end proposition (comprising server platform, devices, applications and dispatch console, alongside an embedded perpetual PTT license) had the desired effect of materially reducing the sales cycle for our proposition and brought about a positive effect on the Group's cashflow and profitability. The iDEN switch-off date in Israel scheduled for the end of 2019 was further delayed into H1 2020. We expect to generate increased sales from customers looking for replacement solutions when this finally takes place. We have maintained for some time that Africa is a key strategic territory for the company due to the technical superiority we have in regions where the cellular infrastructure is underinvested or dated. Currently, we remain the only cellular PTT provider able to deliver a public safety grade market solution that can transition seamlessly across 2G, 3G, 4G and WiFi networks, delivering an uninterrupted service to the user. In South Africa, we submitted a tender for the deployment of our public safety grade PTT solution across a major government agency. Extensive trials were successfully concluded, Page 4 Strategic report and we anticipate a deal will conclude in H1 2020. We believe that successful placement and launch of our services into this entity will be the catalyst for further parallel opportunities in the region and we are involved with multiple tenders across government agencies, public authorities and enterprises which would support this ambition. In South America, we sold and commissioned a new server platform with 100,000 PTT user capacity for a major MNO partner in Colombia. I am delighted to report that following completion our partner has begun to load the system with newly licensed PTT customers, including one of the largest bus groups in Colombia. This deal clearly demonstrates the strength of our end-to-end public safety grade solution within a private network context where we have delivered the required business-critical needs of the customer which encompassed high levels of reliability, quality of service, low latency, security and coverage. As a consequence of the significant reduction in the cost of ownership for a private system such as this, we are seeing many similar types of opportunities opening up for us as a result. Independent Solution Vendors (ISVs) and Software Integrators Over the last 12 months, we have concentrated our efforts in supporting the development of our resellers in our key market territories, namely South America and Africa. We were able to shift significant resources and attention to support our key reseller partner network last year as well as successfully adding three new regionally focused high-quality partners in Brazil, UK and the Republic of Ireland. Our third party reseller capabilities are becoming an area of increasing focus for us and are a source of significant recurring revenue potential. We continue seek partnerships with regional and business sector specialist PTT partners as a means to provide access to our products through their respective distribution channels or via their own platform. Investment and R&D In response to the ongoing transformation we are witnessing in public safety and enterprise communications, we continue to make significant investment into our technology platform. We have said for many years that public safety and business critical communications have been over reliant on private land mobile radio (LMR) networks and narrowband solutions with limited functionality. With the increasing demand for exchange of other types of data, and the need for additional features and functionality these legacy LMR networks need replacing more than ever, and cellular networks are more reliable and capable of meeting current and future customer requirements. One of the key areas we have focussed on during the last 12 months, is the increasing market need for private networks. In all customer segments in which we operate, the pursuit of enhanced operating models that improve security and productivity through improved communication, data analytics and automation are prevalent. Typical cases include workforce management, worker health and safety, safety area management, preventative maintenance and real-time situation awareness solutions. These user situations require high network and system performance levels, together with data management capacity, reliability, quality of service, latency, security and in some cases flexible coverage. Our business critical cellular based solution, which delivers public safety standards, is well suited to meet the requirements in many of these cases. Page 5 Strategic report The key requirements of private network solution can be summarised as follows - Availability - high availability means that the end user can always use the service and the service must be built so that downtime is virtually zero - our system has better than 99.999% availability across several continents. Capacity - the user capacity of the system must be extensive and flexible - our system can be deployed to support as many as 1 million registered users which is a must have requirement for large-scale systems - the system also allows for over 100,000 group channels to be set up. Quality of Service - this comprises throughput, latency, jitter, packet drop rate and more - our solution has the highest user group capacity in the PoC market and facilitates the field user or dispatcher to make an announcement call to as many as 7,500 users in the group in less than 1 second - our solution also enables field personnel to share video and image data with all other members of the group or the control room dispatcher to coordinate operations. Security - Private networks are expected to provide full end-to-end security to ensure information, infrastructure and people are protected from threats - through the recent work we have done with governmental clients our calls can be encrypted with enhanced AES-265 to ensure absolute security and could be used by military and special forces users - we also make available a recording system to record all calls made on the system for future investigations if required. Speed – how quickly a system can be deployed - our private systems can be specified, configured and deployed in less than a week. The focus of our technical development activity has continued to centre around the robustness and efficiency of our platform, and its feature set. The costs of deploying our end-to-end public safety grade platform continue to fall, widening our addressable market at both the higher and lower end. In addition to our technical development programme, we continue to engage with the major rugged handset manufacturers. We are constantly reviewing the new low cost rugged PoC handsets that are now emerging as the market expands to ensure we are able to offer our customers the best value and overall performance. Principal risks and uncertainties The management of the business and the nature of the Group’s strategy are subject to a number of risks. The Directors have set out below the principal risks facing the business. The Directors are of the opinion that a thorough risk management process is adopted, which involves the formal review of all the risks identified below. Where possible, processes are in place to monitor and mitigate such risks. Product obsolescence Due to the nature of the market in which the Group operates, products are subject to technological advances and as a result, obsolescence. The Directors are committed to the research and development strategy in place and are confident that the Group is able to react effectively to the developments within the market. Indirect route to market As described above, one of the Group’s primary channels to market are MNOs reselling our services to their enterprise customers. Whilst MNOs are ideally positioned to forward sell Page 6 Strategic report our services and are likely to possess material resources for doing so, there remains an inherent uncertainty arising from the Group’s inability to exert full control over the sales and marketing strategies of these customers. Going concern and funding The Financial Statements are prepared on a going concern basis. When determining the adoption of this approach the Directors have considered a wide range of information relating to present and future conditions, including the current state of the Balance Sheet, future projections, cash flow forecasts, access to funding, ability to successfully secure additional investment, available mitigating actions and the medium- term strategy of the business. As noted above, 2019 represented a significant year of delivery for the Group, both in terms of financial performance and technical development and as we look ahead into 2020, the Group expects to continue this upward trajectory across its three key geographical markets. In common with many businesses at this stage of development, the Group is dependent on its ability to meet its cash flow forecasts. Within those forecasts the Group has included a number of significant payments and receipts based on its best estimate but, as with all forecasts, there does exist some uncertainty as to the timing and size of those payments and receipts. In particular the forecasts assume the ongoing deferral and phased payment of some of the Group’s creditors (as disclosed in note 15 to the financial statements), and the continuation at the current level of both the recurring revenue and a significant increase in the level of non-recurring revenues, including receipts from new services to existing customers in the current quarter. In the event that some or all of these receipts are delayed, deferred or reduced, or payments not deferred, management has considered the actions that it would need to take to conserve cash. These actions would include significant cost savings (principally payroll based) and/or seeking additional funding from its shareholders, for which there is currently no shareholder commitment requested. These conditions, along with the other matters explained in note 1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Since the balance sheet date, a global pandemic (COVID-19) has occurred. This is an unprecedented event and its full economic impact on the global economy remains uncertain. A significant number of governments have enforced home-working measures and instructed certain sectors to close temporarily. All of our staff are currently homeworking and we are in the relatively fortunate position where this can continue to be done efficiently and without any material disruption to service and operations. We recognise the additional uncertainty this pandemic brings to our financial forecasts and projections. We are confident that our long-established recurring revenue customer base, together with our supportive principal creditors, provide us with a firm foundation on which to mitigate its wider economic impact. The Board has modelled various scenarios for the impact COVID-19 may have and measures it will take to counter its impact. The Directors, while noting the existence of a material uncertainty and having considered the possible management actions as noted above, are of the view that the Group is a going concern and will be able to meet its debts as and when they fall due for a period of at least 12 months from the date of signing these accounts. Page 7 Strategic report Outlook There has been a clear shift in the global demand for PoC solutions over the past 12 months which is very positive for the company given its offering and strategic position. At the mission-critical end of the market existing narrowband LMR networks are reaching the end of their useful life and customers are starting to migrate to new cellular solutions. We are seeing enterprises with similar business critical needs follow suit. The work to improve the accessibility of our public safety grade platform only serves to widen the addressable market at the lower end. The COVID-19 pandemic has clearly created unprecedented challenges for businesses around the world. Our absolute priority has been to ensure the wellbeing of our people, and accordingly we are following the UK, Israel and Indian Government’s advice, with our teams now predominantly working from home. We are confident that our recalibrated internal controls, and commitment from our people, will ensure limited disruption to our engagement with partners and customers. During a nationwide emergency most countries need to mobilize their emergency services which include the police, Emergency Medical Services, and in many cases volunteer organizations that provide support to the public. The biggest problem during these situations is coordination and a reliable communication system. Unfortunately, most countries have a limited communication system that is usually used by just one of these groups and coordination becomes the biggest issue. The rapid deployment of a nationwide communication system based on traditional LMR is almost impossible as it takes months and sometime years to deploy. Mobile Tornado delivers the perfect communication solutions during these emergencies across the cellular system provided by the Mobile Network Operators. Unlike most of the consumer grade solution offered by PTT vendors, we are able to provide a carrier grade communication solution that can deliver the following features and functionality: • • • • • • • • • the most reliable network of servers with a 1+N geo-redundancy and better than 99.999% availability located in several continents the capacity of each system can be as high as 1,000,000 registered users, a must have requirement for very large-scale systems - over 100k groups/channels can be set-up. public safety personnel can use rugged devices or Android or iOS based smartphones to communicate every user can make 1-1 calls, group call or create an ad-hoc group on the fly. state of the art Dispatch Consoles for control rooms that can be setup in hours, can monitor up to 18 channels simultaneously, provide the location of every user on the map and dispatch the right people using the closest man to the incident scheme with smart geo-fence algorithm the dispatcher can make announcement calls to as many as 7,500 users in the field during an emergency to notify all public safety workers, in less than 1 second - this is a unique and exclusive feature of the system. field personnel can send pictures and video files to all other members of the group or the control room dispatcher to coordinate the operation all calls are encrypted with enhanced AES-256 to ensure absolute security allowing the systems to be used by special forces including the military. a recording system is available to record all calls made on the system for future investigations Page 8 Strategic report We are in specific discussions with our partners and MNOs in all territories to understand how our systems can assist their customers. We are in public safety tenders for emergency services end users in 3 continents for the first time and through the work we have done with our reseller partners in Africa and South America I am confident we will see increases in recurring revenues over the coming months. However, whilst the Board remains extremely optimistic about the prospects of the Group, it cannot be known with any certainty at this stage what impact the COVID-19 pandemic and resultant restrictions being imposed by governments will have on Mobile Tornado’s trading for the current financial year. There is clearly considerable uncertainty in the market at present, but we believe we are well placed to deliver further progress during 2020. Approved by the Board of Directors and signed on behalf of the Board Jeremy Fenn Chairman 8 April 2020 Page 9 Directors’ report The Directors present their annual report and audited financial statements of the Company and the Group for the year ended 31 December 2019. Share issues The Company completed on 31 July 2019 a placing of 15.0m shares at 5p per share to raise £0.75m to support the working capital requirements of the Company. On the same date, the Company issued 15,504,687 new ordinary shares to InTechnology plc at 5p per share as capitalisation of £0.78m indebtedness owed by the Company to InTechnology plc. Directors The Directors of the Company who were in office during the year and up to the date of signing the financial statements were: • Peter Wilkinson became Non-Executive Director on 30 September 2016, having previously served as Non-Executive Chairman since his appointment to the Board on 24 November 2006. Peter is currently Chief Executive of InTechnology plc. Peter was formerly Chairman of Sports Internet Group plc which was sold to BSkyB plc for £301 million in May 2000. He also founded the free ISP model Freeserve, the internet access service which was launched by Dixons Group plc. • Jeremy Fenn became Executive Chairman on 30 September 2016, having previously served as Chief Executive Officer and acting Finance Director since his appointment to the Board on 24 November 2006. Jeremy is a qualified chartered accountant and was formerly Chief Executive of Sports Internet Group plc. Following the sale of that business he remained as a Director of Skysports.com until December 2003. Prior to this he was Managing Director of Leeds United Football Club from 1996 to 1999. • Avi Tooba was appointed as Chief Executive Officer on 30 September 2016. Avi was previously the senior Director of engineering at Motorola Solutions overseeing engineering and some 500 engineers at the Israel Design Centre. He managed the Public Safety LTE subscriber devices, TETRA subscribers (European standards) and P25 devices and infrastructure (US standards). Prior to that, he was Director of engineering at Motorola Networks which was later sold to Nokia for an estimated US$1 billion. • Jonathan Freeland was appointed to the Board as an independent non-executive Director on 9 February 2018. Jonathan has 20 years' experience in financial services across wealth and investment banking, private equity and commercial lending. He was a Partner at Venn Partners LLP, the specialist private credit investment manager, from 2011-2015. He is currently CEO of Waveney Capital Management Ltd a credit focussed investment business he founded in 2016. Page 10 Directors’ report The Directors and their families have the following beneficial interests in the ordinary share capital of the Company: Third party indemnity insurance is in place for the four Directors above. This was in force during the year and at the date of this report. Details of related party transactions involving Directors of the Company are given in note 21 to the Group financial statements. Directors’ emoluments The remuneration of the Directors of the Company was as follows: Interests in share options Set out below are details of share options that have been granted to Directors: Page 11 31 December31 Decembernumber%number%Peter Wilkinson38,146,141 10.038,146,141 10.9Jeremy Fenn12,184,752 3.212,184,752 3.5Avi Tooba4,000,000 1.14,000,000 1.1Jonathan Freeland3,381,014 0.93,181,014 0.920182019Benefits20192018in kindTotalTotal£'000£'000£'000£'000£'000Peter Wilkinson- 28 - 28 66 Jeremy Fenn6 120 2 128 127 Avi Tooba113 - 43 156 147 Jonathan Freeland- 18 - 18 17 Aggregate emoluments119 166 45 330 357 SalaryFeesNo. of shareExerciseGrantEarliestExpiryNo. of share optionspricedateexercisedate options2019pencedate2018Jeremy Fenn3,000,000 7.503/01/1203/01/1503/01/223,000,000 Jeremy Fenn3,000,000 6.515/06/1715/06/2015/06/273,000,000 Total6,000,000 6,000,000 Avi Tooba2,000,000 2.016/05/1616/05/1931/12/262,000,000 Avi Tooba2,000,000 4.004/11/1604/11/1931/12/262,000,000 Avi Tooba3,000,000 6.515/06/1715/06/2015/06/273,000,000 Avi Tooba1,000,000 5.028/02/1928/02/2228/02/29- Total8,000,000 7,000,000 Directors’ report Substantial shareholdings Following the capitalisation transaction noted above, InTechnology plc held 193,013,822 shares (31 December 2018: 177,509,135) in the Company representing 50.8% of the issued ordinary share capital and 71,276,735 non-convertible cumulative redeemable preference shares with aggregate nominal value of £5.7m. Corporate governance Since September 2018 all AIM Companies have been required to comply with a recognised corporate governance code. Mobile Tornado Group plc has chosen the Quoted Companies Alliance (QCA) Corporate Governance Code published in April 2018 for this purpose. High standards of corporate governance are a priority for the Board and details of how Mobile Tornado addresses key governance principles defined in the QCA code are set out below. 1. Establish a strategy and business model which promote long-term value for shareholders The strategy and business operations of the Group are set out in the Strategic Report on pages 2 to 9. The Group’s strategy and business model and amendments thereto, are developed by the Chief Executive Officer and his senior management team and approved by the Board. The management team, led by the Chief Executive Officer, is responsible for implementing the strategy and managing the business at an operational level. The Group operates in an inherently high risk sector and this is reflected in the principal risks and uncertainties set out on pages 6 and 14. In executing the Group’s strategy and operational plans, management will typically confront a range of day-to-day challenges associated with these key risks and uncertainties and will seek to deploy the identified mitigation steps to manage these risks as they manifest themselves. 2. Seek to understand and meet shareholder needs and expectations The Group seeks to maintain a regular dialogue with both existing and potential new shareholders in order to communicate the Group’s strategy and progress and to understand the needs and expectations of shareholders. Beyond the Annual General Meeting, the Chief Executive Officer and, where appropriate, other members of the Board meet regularly with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group. The Group’s investor relations activities encompass dialogue with both institutional and private investors and which the Board considers have proved beneficial. The Company’s AGM provides an opportunity for all shareholders to address their needs and expectations to the Board so we encourage our shareholders to attend the AGM. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s: investors, employees, partners, suppliers and regulatory authorities. The Group’s operations and working methodologies take account of the requirement to balance the needs of all these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, Page 12 Directors’ report making amendments to working arrangements and operational plans where appropriate and where such amendments are consistent with the Group’s longer term strategy. The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Audit Committee evaluates the effectiveness of these internal controls on an annual basis or as required. A summary of the principal risks and uncertainties facing the Group, as well as mitigating actions, are set out on pages 6 and 14. A comprehensive budgeting process is completed by the Finance Director once a year and is reviewed and approved by the Board. The Group’s results, compared with the budget, are reported to the Board on a monthly basis. The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed by the Board on a periodic basis. The senior management team meet at least twice monthly to consider new risks and opportunities presented to the Group, making recommendations to the Board and/or the Audit Committee as appropriate. 5. Maintain the Board as a well-functioning, balanced team led by the Chair Mobile Tornado’s Board currently comprises two Non-executive Directors and two Executive Directors. All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re- election at least once every three years. Directors’ biographies are set out on page 8. The Board is responsible to the shareholders for the proper management of the Group and meets at least six times a year to set the overall direction and strategy of the Group, to review operational and financial performance and to advise on management appointments. All key operational and investment decisions are subject to Board approval. The Board considers itself to be sufficiently independent. Whilst Jonathan Freeland is the only one of the two Non-executive Directors who sit on the Board of the Company regarded as independent under the Code’s guidance for determining such independence, the Board considers this to be appropriate for the Group’s current size. The Board will regularly review the value to the Group and its stakeholders of making further appointments to the Board. Non-Executive Directors receive their fees in the form of a basic cash fee. No equity-based fee arrangements are currently in place. The current remuneration structure for the Board’s Non-Executive Directors is deemed to be proportionate to the time they are required to commit to their roles. Page 13 Directors’ report 6. Ensure that between them, the Directors have the necessary up-to-date experience, skills and capabilities The Board considers that all of the Non-Executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities and bring considerable experience in operational and financial development of mobile applications services. Directors’ biographies are set out on page 8. The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group. The Chairman ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. The Board also receives regular guidance from its legal advisers and nominated adviser on key regulatory developments. Directors’ service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities. No external advisers have been appointed to assist the board of any of its committees in the past 12 months. 7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement Evaluation of the performance of the Board is implemented in an informal manner. On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to, backup for or succession planning for current Board members. Given the size of the business, the primary evaluation metric utilised by the board is the financial performance of the Company. The Board does not consider that the Company requires a nominations committee, given the size and nature of the business. As the Company progresses, the Board will consider the implementation of a nominations committee and more formal internal and external board appraisal procedures. 8. Promote a corporate culture that is based on ethical values and behaviours The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group, with regular communications to staff regarding progress and staff feedback regularly sought. The management team regularly monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board The Board has overall responsibility for promoting the success of the Group. The Executive Directors have day-to-day responsibility for the operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent and objective judgment to Board decisions. There is a clear separation of the roles of Chief Executive Officer and Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-Executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group and chairs the Nomination Committee and the Corporate Governance Committee. The Chief Executive Officer has the responsibility for Page 14 Directors’ report implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Board has established an Audit Committee and Remuneration Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Peter Wilkinson and its other member is Executive Chairman, Jeremy Fenn and normally meets twice a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditors’ fees and ensures the auditors’ independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. The Remuneration Committee is chaired by Peter Wilkinson and its other member is Executive Chairman, Jeremy Fenn and meets as required, but at least once a year, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also supervises the Company’s share incentive schemes and sets performance conditions for share options granted under the schemes. 10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Group places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate. The Group’s website is regularly updated with announcements or details of presentations and events as well as the Group’s financial reports. At the Company’s last AGM, all votes were passed by a significant majority. The Company will provide details of any resolutions at the Company’s AGMs which receive significant votes against and seek to understand from shareholders the reasons behind that vote result. All of the Company’s AGM notices and annual reports and accounts for the past five years are available to view in the Report and Accounts section of the website. Audit Committee The Audit Committee is chaired by Peter Wilkinson and its other member is Executive Chairman, Jeremy Fenn. Meetings are also attended, by invitation, by the other two Executive Directors. This committee normally meets twice during the financial year, around the time of the preparation of the Group’s interim and final results. The committee assists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place. Internal control The Directors acknowledge their responsibility for the Group’s systems of internal control. The Group maintains systems of internal controls, including suitable monitoring procedures, in order to provide reasonable, but not absolute, assurance of the maintenance of adequate accounting records and the consequent reliability of the financial information used within the business to identify and deal with any problems on a timely basis. The monitoring and control procedures include the specification of defined lines of responsibility and authorisation limits, the delegation of authority, the identification of risks Page 15 Directors’ report and the continual process of the preparation of, and reporting against, annual budgets, forecasts and strategic plans. Financial risk management The Group’s financial instruments comprise, principally, cash and short-term deposits and preference shares from its principal shareholder – InTechnology plc, and various items, such as trade receivables and trade payables, arising directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The main risks arising from the Group’s financial instruments are currency risk, interest risk, liquidity risk and credit risk. The Board’s policies for managing these risks are summarised as follows: Currency risk – the Group has no borrowings in foreign currency, and foreign currency liabilities are matched wherever possible by corresponding foreign currency assets, however, no formal hedging is performed. Foreign currency bank accounts are utilised where appropriate. No foreign currency transactions of a speculative nature are undertaken. Interest risk – the Group is exposed to interest rate risk as it has loans outstanding on variable rate terms. Borrowing costs are minimised by ongoing review of the Group’s cashflow requirements. Liquidity risk – the Group seeks to ensure sufficient liquidity is available to meet its foreseeable needs. The Board regularly reviews cash flow projections and the headroom position to ensure the Group is adequately funded. Credit risk – the Group’s exposure to credit risk is limited to the carrying amount of its financial assets at 31 December. In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or group of counterparties having similar characteristics. The Group’s customers are generally companies with whom the Group has strong trading relationships with no recent history of default. The Group continually monitors its trade receivables and incorporates this information into its credit risk controls. Going concern In preparing the consolidated financial statements the Directors must satisfy themselves that it is reasonable to adopt the going concern basis. Projections for the Group have been prepared concerning its future financial performance, its cash flow forecasts and its liquidity for a period of at least 12 months from the signing of these financial statements. Within those cash flow forecasts, the Group has included a number of significant payments and receipts based on its best estimate but, as with all forecasts, there does exist some uncertainty as to the timing and size of those payments and receipts. In particular, the forecasts assume the ongoing deferral and phased payment of some of the Group’s creditors (as disclosed in note 15 to the financial statements), and the continuation at the current level of both the recurring revenue and an increase in the level of non-recurring revenues. In the event that some or all of these receipts are delayed, deferred or reduced, or payments not deferred, management has considered the actions that it would need to take to conserve cash. These actions would include significant cost savings (principally payroll based) and/or seeking additional funding from its shareholders (for which there is currently no shareholder commitment requested). These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Page 16 Directors’ report Since the balance sheet date, a global pandemic (COVID-19) has occurred. This is an unprecedented event and its full economic impact on the global economy remains uncertain. A significant number of governments have enforced home-working measures and instructed certain sectors to close temporarily. All of our staff are currently homeworking and we are in the relatively fortunate position where this can continue to be done efficiently and without any material disruption to service and operations. We recognise the additional uncertainty this pandemic brings to our financial forecasts and projections. We are confident that our long-established recurring revenue customer base, together with our supportive principal creditors, provide us with a firm foundation on which to mitigate its wider economic impact. The Board has modelled various scenarios for the impact COVID-19 may have and measures it will take to counter its impact. The Directors, while noting the existence of a material uncertainty and having considered the possible management actions as noted above, are of the view that the Group is a going concern and will be able to meet its debts as and when they fall due for a period of at least 12 months from the date of signing these accounts. Results, dividends & future outlook Detailed commentary of the Group’s results, dividends and future outlook are provided in the Strategic report on pages 2 to 9. Employees The Group places considerable value on the involvement of its employees and has continued its practice of keeping them informed of matters affecting them as employees and the various factors affecting the performance of the Group. The Directors recognise that continued and sustained improvement in the performance of the Group depends on its ability to attract, motivate and retain employees of the highest calibre. Furthermore, the Directors believe that the Group’s ability to sustain a competitive advantage over the long-term depends in a large part on ensuring that all employees contribute to the maximum of their potential. The Group is committed to improving the performance of all employees through development and training. The Group is an equal opportunity employer. The Group’s policies seek to promote an environment free from discrimination, harassment and victimisation and to ensure that no employee or applicant is treated less favourably on the grounds of gender, marital status, age, race, colour, nationality or national origin, disability or sexual orientation or is disadvantaged by conditions or requirements which cannot objectively be justified. Entry into, and progression within the Group, is solely determined on the basis of work criteria and individual merit. The Group continues to give full and fair consideration to applications for employment made by disabled persons, having regard to their respective aptitudes and abilities. The policy includes, where practicable, the continued employment of those who may become disabled during their employment and the provision of training and career development and promotion, where appropriate. Share schemes Share ownership is at the heart of the Group’s remuneration philosophy and the Directors believe that the key to the Group’s future success lies in a motivated workforce holding a stake in the Company. Details of share options granted are set out in note 17 to the financial statements. Page 17 Directors’ report Pension costs The Group operates a pension scheme and makes contributions to its employees in adherence with its auto-enrolment obligations. These contributions are charged against profits. No pension contribution payments have been made to Directors during the year. Research and development The Group continues to undertake research and development of new products with the objective of increasing future profitability. The cost to the Group of £1,199,000 (2018: £1,161,000) is charged to the income statement as incurred after consideration of the criteria for capitalisation under IAS 38. Environment The Group recognises the importance of environmental responsibility. The nature of its activities has a minimal effect on the environment but where it does, the Group acts responsibly and is aware of its obligations at all times. Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period. In preparing the financial statements, the directors are required to: • • • • select suitable accounting policies and then apply them consistently; state whether applicable IFRSs as adopted by the European Union have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 102, have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements; make judgements and accounting estimates that are reasonable and prudent; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. The Directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. Page 18 Directors’ report The Directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors' confirmations In the case of each Director in office at the date the Directors’ Report is approved: • • so far as the director is aware, there is no relevant audit information of which the group and company’s auditors are unaware; and they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group and company’s auditors are aware of that information. Annual General Meeting The date for the next AGM of the Company will be announced in due course. Independent auditors Saffery Champness LLP, who were appointed as independent auditors during the year, have indicated their willingness to continue in office and a resolution proposing that they be reappointed as independent auditors and authorising the Directors to fix their remuneration will be proposed at the Annual General Meeting. On behalf of the Board Jeremy Fenn Chairman 8 April 2020 Page 19 Independent auditors’ report to the members of Mobile Tornado Group plc Opinion We have audited the financial statements of Mobile Tornado Group Plc (the ‘Company’) and its subsidiaries (the ‘Group’) (together, the ‘financial statements’) for the year ended 31 December 2019 which comprise the Consolidated income statement, Consolidated statement of comprehensive income, Consolidated statement of financial position and Company balance sheet, Consolidated and Company statement of changes in equity, Consolidated statement of cash flows, Company balance sheet and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: • • • • give a true and fair view of the state of the Group and of the Company’s affairs as at 31 December 2019 and of the Group’s loss for the year then ended; the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to SME listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty relating to going concern – Group and Company As described in note 1.2 to the Group financial statements and note 3.2 to the Company financial statements, the Group and Company are dependent on the Group’s ability to meet its cash flow forecasts, which include a number of important assumptions regarding the timing and size of payments and receipts. If these forecasts are not met then there may be a need for management to take action to reduce costs, or to raise additional funds from the Group’s shareholders (for which there is currently no commitment requested). These conditions indicate the existence of a material uncertainty, which may cast significant doubt on the Group’s and Company’s ability to continue as a going concern. Our opinion is not modified in respect of the matter. In considering whether there is a material uncertainty in relation to going concern, we have: obtained and reviewed the cashflow forecasts prepared by management; re- performed the calculations included in those forecast; considered the accuracy of managements’ previous forecasts, assessed the risks around the timing and extent of the significant, cash flows including performing sensitivity analysis on the forecasts to assess Page 20 Independent auditors’ report to the members of Mobile Tornado Group plc the likelihood of achieving the projected revenues and operating expense plans; and considered the level of headroom that exists on the Group’s currently available facilities. We also obtained and reviewed the confirmation that he Group has received from its major shareholder which allows the Group to defer repayment of its shareholder loans and preference shares for at least the next 12 months. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Revenue recognition (Group and Company) The Group has various revenue streams and bespoke contracts with customers. There is a risk that revenue has not been recognised correctly in accordance with the requirements of IFRS 15 Revenue from Contracts with Customers. How our audit addressed the key matter We have gained a thorough understanding of the revenue streams and associated performance obligations. We have substantively tested all revenue streams on a sample basis by reference to contracts, license usage statements, bank statements, and third- party stock movement reports. We have confirmed that the method of revenue recognition adopted for each revenue stream is in accordance with the requirements of IFRS 15. Based on the work performed, we believe that the Group and Company financial statements are not materially misstated in relation to the recognition of revenue. Valuation of goodwill (Company) Goodwill was recognised in the Company on 31 October 2009 when the trade and assets of a wholly owned subsidiary were transferred to Mobile Tornado Group Plc. Given that the Company continues to be loss making there is a risk that goodwill is impaired. How our audit addressed the key matter We reviewed forecasts prepared by management in support of the goodwill, and checked their mathematical accuracy as well as challenging the assumptions made, in particular the revenue growth rates, and considering the historical accuracy of management’s forecasts. We have reviewed substantive evidence to support the forecast and the assumptions used and considered whether the information gathered is consistent with findings from other areas of our audit. We assessed the discount rate applied within the model to assess whether an impairment would be required if reasonably possible changes in the discount rate and other key assumptions occurred. Based on the work performed, we believe it is reasonable that there is no impairment of goodwill in the Company financial statements. Page 21 Independent auditors’ report to the members of Mobile Tornado Group plc Our application of materiality The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the financial statements as a whole. Overall Group materiality was set at £33,000 based on 1% of the expected level of turnover for the year. We have applied this benchmark based on our analysis of the information needs of the stakeholders and other users of the consolidated financial statements. Overall Company materiality was set at £33,000 based on 1% of Company turnover for the financial year. Performance materiality was set at 90% of materiality. An overview of the scope of our audit We conducted our audit in accordance with International Standards on Auditing (ISAs) (UK and Ireland). Our responsibilities under those standards are further described in the ‘Responsibilities for the financial statements and the audit’ section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the Group in accordance with the Auditing Practices Board’s Ethical Standards for Auditors, and we have fulfilled our other ethical responsibilities in accordance with those Ethical Standards. Our audit approach was based on our understanding of the Group’s business and is risk- based and included: • • • • an evaluation of the components of the Group by the Group audit team based on a measure of materiality considered as a percentage of Group assets, revenues and profit before taxes, to assess the significance of the component and to determine the planned audit response; a full scope audit performed by the Group audit team for the Parent Company; evaluation of the Group’s internal controls environment including its systems and controls; and a substantive approach using professional judgement to determine the extent of testing required over each balance in the financial statements. The Group consists of the Company, incorporated and operating within the UK, and its subsidiary, located in Israel. The Group is considered to have one significant component (the UK Company). The UK Company is considered to require a full scope audit for the Group audit engagement, as it is considered a significant component due to its financial significance (UK contributes 100% of Group revenue and 97% of losses before tax). The subsidiary company is not considered a significant component as it contributes no revenue and less than 3% of the Group’s losses before tax. However due to the significance of the inventory balance to the group financial statements, specific procedures were performed by component auditors to address the audit risks in this area. In addition analytical procedures and substantive procedures were performed over this subsidiary by the Group audit team. Page 22 Independent auditors’ report to the members of Mobile Tornado Group plc Other information The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • • • • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the 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. Responsibilities of Directors As explained more fully in the Directors’ Responsibilities Statement set out on page 18, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Page 23 Independent auditors’ report to the members of Mobile Tornado Group plc Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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. Jonathan Davis (Senior Statutory Auditor) for and on behalf of Saffery Champness LLP Chartered Accountants Statutory Auditors Mitre House North Park Road Harrogate HG1 5RX 8 April 2020 Page 24 Consolidated income statement For the year ended 31 December 2019 Consolidated statement of comprehensive income For the year ended 31 December 2019 The accompanying accounting policies and notes form an integral part of these financial statements. Page 25 20192018Note£'000£'000Continuing operationsRevenue23,4542,974Cost of sales(280)(315)Gross profit3,1742,659Operating expensesAdministrative expenses(3,164)(3,547)Exchange differences83(138)Exceptional items3- (49)Depreciation and amortisation expense(417)(208)Total operating expenses(3,498)(3,942)Group operating loss before exchange differences,exceptional items & depreciation and amortisation expense10(888)Group operating loss4(324)(1,283)Finance costs5(704)(619)Loss before tax(1,028)(1,902)Income tax credit6211367Loss for the year(817)(1,535)Loss per share (pence)Basic and diluted7(0.23) (0.47) 20192018£'000£'000Loss for the year(817)(1,535)Other comprehensive gain/(loss)Item that will subsequently be reclassifiedto profit or loss:Exchange differences on translationof foreign operations21(28)Total comprehensive loss for the year(796)(1,563)Attributable to:Equity holders of the parent(796)(1,563) Consolidated statement of financial position As at 31 December 2019 The financial statements on pages 25 to 55 were approved by the Board of Directors on 8 April 2020 and were signed on its behalf by: Jeremy Fenn Chairman 8 April 2020 Company Number: 5136300 Page 26 20192018Note£'000£'000AssetsNon-current assetsProperty, plant and equipment8213219Intangible assets95088Right-of-use assets10558- 821307Current assetsTrade and other receivables111,9761,705Inventories12108151Cash and cash equivalents132643542,3482,210LiabilitiesCurrent liabilitiesTrade and other payables14(4,482)(4,555)Borrowings15(8,311)(2,796)Lease liabilities15(275)- Net current liabilities(10,720)(5,141)Non-current liabilitiesTrade and other payables14(1,776)(2,257)Borrowings15- (5,624)Lease liabilities15(301)- (2,077)(7,881)Net liabilities(11,976)(12,715)Equity attributable to the owners of the parentShare capital167,5956,985Share premium1615,79714,924Reverse acquisition reserve(7,620)(7,620)Merger reserve10,93810,938Foreign currency translation reserve(2,220)(2,241)Accumulated losses(36,466)(35,701)Total equity(11,976)(12,715) Consolidated statement of changes in equity For the year ended 31 December 2019 The accompanying accounting policies and notes form an integral part of these financial statements. Page 27 ShareShareReverse acquisitionMergerForeign currency translationAccumulatedTotalcapitalpremiumreservereservereserveLossesequity£'000£'000£'000£'000£'000£'000£'000Balance at 1 January 20185,427 12,672 (7,620) 10,938 (2,213) (34,220) (15,016) Equity settled share-based payments- - - - - 54 54 Issue of share capital1,558 2,252 - - - - 3,810 Transactions with owners1,558 2,252 - - - 54 3,864 Loss for the year- - - - - (1,535)(1,535) Exchange differences on translationof foreign operations- - - - (28) - (28) Total comprehensive loss for the year- - - - (28) (1,535) (1,563) Balance at 31 December 20186,985 14,924 (7,620) 10,938 (2,241) (35,701) (12,715) ShareShareReverse acquisitionMergerForeign currency translationAccumulatedTotalcapitalpremiumreservereservereserveLossesequity£'000£'000£'000£'000£'000£'000£'000Balance at 1 January 20196,985 14,924 (7,620) 10,938 (2,241) (35,701) (12,715) Equity settled share-based payments- - - - - 52 52 Issue of share capital610 873 - - - - 1,483 Transactions with owners610 873 - - - 52 1,535 Loss for the year- - - - - (817)(817) Exchange differences on translationof foreign operations- - - - 21 - 21 Total comprehensive loss for the year- - - - 21 (817) (796) Balance at 31 December 20197,595 15,797 (7,620) 10,938 (2,220) (36,466) (11,976) Consolidated statement of cash flows For the year ended 31 December 2019 The accompanying accounting policies and notes form an integral part of these financial statements. Page 28 20192018Note£'000£'000Operating activitiesCash used in operations18(705) (1,849) Tax received313 493 Interest paid(12)- Net cash used in operating activities(404) (1,356) Investing activitiesPurchase of property, plant & equipment(100) (101) Purchase of right-of-use assets(836)- Net cash used in investing activities(936) (101) Financing activitiesIssue of ordinary share capital1,5251,351Share issue costs(42)(81)Repayment of borrowings15(775)(200)IFRS 16 leases 549 - Net cash inflow from financing activities1,2571,070Effects of exchange rates on cashand cash equivalents(7)9Net decrease in cash andcash equivalents in the year(90)(378)Cash and cash equivalents at beginning of year354732Cash and cash equivalents at end of year264354 Notes to the financial statements For the year ended 31 December 2019 1 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 1.1 Nature of operations The principal activity of the Group is the provision of instant communication mobile applications which serve the market of mobile data services in the mobile communication industry. The Company is a public limited company which is listed on the Alternative Investment Market and incorporated and domiciled in England within the UK. The address of the registered office is Cardale House, Cardale Court, Beckwith Head Road, Harrogate, HG3 1RY. 1.2 Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), International Financial Reporting Interpretations Committee (IFRS IC) interpretations endorsed by the European Union and those parts of the Companies Act 2006 that remain applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis with the exception of certain items which are measured at fair value as disclosed in the principal accounting policies set out below. These policies have been consistently applied to both years presented unless otherwise stated. The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from these estimates. Going concern In preparing the consolidated financial statements the Directors must satisfy themselves that it is reasonable to adopt the going concern basis. Projections for the Group have been prepared concerning its future financial performance, its cash flow forecasts and its liquidity for a period of at least 12 months from the signing of these financial statements. Within those cash flow forecasts, the Group has included a number of significant payments and receipts based on its best estimate but, as with all forecasts, there does exist some uncertainty as to the timing and size of those payments and receipts. In particular, the forecasts assume the ongoing deferral and phased payment of some of the Group’s creditors (as disclosed in note 15 to the financial statements), and the continuation at the current level of both the recurring revenue and an increase in the level of non-recurring revenues. In the event that some or all of these receipts are delayed, deferred or reduced, or payments not deferred, management has considered the actions that it would need to take to conserve cash. These actions would include significant cost savings (principally payroll based) and/or seeking additional funding from its shareholders (for which there is currently no shareholder commitment requested). These conditions, along with the other matters explained in this note to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Page 29 Notes to the financial statements For the year ended 31 December 2019 Since the balance sheet date, a global pandemic (COVID-19) has occurred. This is an unprecedented event and its full economic impact on the global economy remains uncertain. A significant number of governments have enforced home-working measures and instructed certain sectors to close temporarily. All of our staff are currently homeworking and we are in the relatively fortunate position where this can continue to be done efficiently and without any material disruption to service and operations. We recognise the additional uncertainty this pandemic brings to our financial forecasts and projections. We are confident that our long-established recurring revenue customer base, together with our supportive principal creditors, provide us with a firm foundation on which to mitigate its wider economic impact. The Board has modelled various scenarios for the impact COVID-19 may have and measures it will take to counter its impact. The Directors, while noting the existence of a material uncertainty and having considered the possible management actions as noted above, are of the view that the Group is a going concern and will be able to meet its debts as and when they fall due for a period of at least 12 months from the date of signing these accounts. Significant accounting estimates and judgements The preparation of these financial statements requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue during the reporting period. Actual results could differ from these estimates. The key sources of estimation and judgement are: Contingent consideration – payments are dependent on estimates of future license sales revenues (note 14). Trade and other receivables – recognition of any impairment provisions in respect of amounts recorded as trade and other receivables is dependent on judgements made on the recoverability of such items (note 11). Research and development - distinguishing the research and development phases of the Group's research and development expenditure and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. Satisfaction of performance obligations - The Group is required to assess each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method for recognising revenue. 1.3 Basis of consolidation The Group financial statements consolidate those of the Company and its subsidiary undertakings at 31 December 2019. A subsidiary is an entity controlled by the Group. Control is achieved where the Group has the power over the investee; exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor's returns. All subsidiaries have a reporting date of 31 December. All transactions and balances between Group companies are eliminated on consolidation including unrealised gains and losses on transactions between Group companies. 1.4 Business combinations Acquisitions of subsidiaries are dealt with using the acquisition method of accounting. The acquisition method of accounting involves the recognition at fair value of all identifiable Page 30 Notes to the financial statements For the year ended 31 December 2019 assets and liabilities, including contingent liabilities, of the subsidiary at the acquisition date regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group’s accounting policies. Goodwill is stated after separating out identifiable intangible assets. Any difference between the fair value of assets acquired and the consideration paid is treated as goodwill in the consolidated statement of financial position. The results of subsidiaries are included from the date that control commences to the date that control ceases. Business combinations that preceded the Group’s transition to IFRS on 1 July 2006 have not been restated. 1.5 Revenue recognition The Group recognises revenue from contracts with customers based on a five-step model as set out in IFRS 15: Step 1. Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met. Step 2. Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. Step 3. Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Step 4.Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation. Step 5. Recognise revenue when (or as) the Group satisfies a performance obligation. Revenue comprises the fair value of consideration receivable for the sale of licences, services and goods, excluding inter-company sales and value-added taxes, and represents net invoice value less estimated rebates, returns and settlement discounts. Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably. License fees License fees comprise: Recurring monthly license fee – represents a license fee with a duration of one month and is recognised at the time the license is sold and delivered to the customer, when at such point our performance obligations have been materially fulfilled. Capex license fee – represents a license fee for a period greater than one month. Contracted fees of this nature are recognised in full when the license is sold and delivered to the customer, when at such point, our performance obligations have been materially fulfilled. Service fees Service fees comprise: Page 31 Notes to the financial statements For the year ended 31 December 2019 Support & Maintenance - recognised on a straight-line basis over the contractual service period. Installation and other professional services - recognised when these have been provided to customer per our contractual deliverables. Where a service contract is of both a material value and deliverable timeframe, the service fee will be part recognised based on a stage- of-completion assessment. Hardware sales Revenue from hardware sales is recognised when the goods have been received and accepted by the customer. 1.6 Interest Interest is recognised on an accruals basis using the effective interest method. 1.7 Operating expenses Operating expenses are recognised in the income statement upon utilisation of the service or as incurred. 1.8 Exceptional items Exceptional items are non-recurring items which are outside the normal scope of the Group’s ordinary activities such as liabilities and costs arising from a fundamental restructuring of the Group’s operations. Such items are disclosed separately within the financial statements. 1.9 Employee benefits Pension obligations The Group does not operate a pension scheme but makes contributions to the personal schemes of some of its employees. These contributions are charged to the income statement in the period to which the contributions relate. Share-based payments The Group operates equity-settled share-based remuneration plans for its employees. Vesting conditions are non-market based. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, which takes into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. 1.10 Foreign currency translation The consolidated financial statements are presented in UK Sterling (GBP £000). Sterling is also the functional currency of the Company. Page 32 Notes to the financial statements For the year ended 31 December 2019 Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at year-end exchange rates are recognised in profit or loss. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Foreign operations In the Group’s financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than sterling (the Group’s presentation currency) are translated into sterling upon consolidation. The functional currency of the entities in the Group have remained unchanged during the reporting period. On consolidation, assets and liabilities of foreign operations have been translated into sterling at the closing rate at the reporting date. Income and expenses have been translated into the Group’s presentation currency at the average rate over the reporting period given that these rates do not fluctuate significantly over the year. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the cumulative translation differences recognised in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal. 1.11 Segmental reporting The Group presents its results in accordance with internal management reporting information to the chief operating decision maker (Board of Directors). The Group has only one operating segment. At 31 December, the Board continue to monitor operating results by category of revenue. 1.12 Taxation Current tax Current tax is provided at amounts expected to be paid (or recovered) using tax rates and laws that have been enacted or substantively enacted at the statement of financial position date. The tax currently payable is based on taxable profit for the year. Taxable loss differs from net loss as reported in income statement because it excludes items of income that are taxable or deductible in other years and it further excludes items that are never tax deductible. Deferred tax The charge for taxation is based on the profits for the year and takes into account taxation deferred because of temporary differences between the treatment of certain items for taxation and for accounting purposes. Temporary differences arise from the inclusion of profits and losses in the accounts in different periods from which they are recognised in tax assessments and primarily arise as a result of the difference between tax allowances on property, plant & equipment and the corresponding depreciation charge. Full provision is made for the tax effects of these differences using tax rates and laws enacted or substantively enacted at the balance sheet date. No provision is made for unremitted earnings of foreign subsidiaries where there is no commitment to remit such earnings. Similarly, no provision is made for temporary Page 33 Notes to the financial statements For the year ended 31 December 2019 differences relating to investments in subsidiaries since realisation of such differences can be controlled and is not probable in the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. 1.13 Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation. The Group’s policy is to write off the difference between the cost of all property, plant and equipment and their residual value on a straight-line basis over their estimated useful lives as follows: Office equipment Computer equipment Leasehold improvement 3-10 years 3-10 years 3-10 years Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear, and adjustments are made where appropriate. All individual assets are reviewed for impairment when there are indications that the carrying value may not be recoverable. 1.14 IFRS 16 Leases The Company has adopted IFRS 16 Leases from 1 January 2019, replacing IAS 17, using the modified retrospective approach. The cumulative effect of initial application is recognised in retained earnings at 1 January 2019 and accordingly comparative information presented has not been restated. IFRS 16 has introduced a single on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets, and lease liabilities representing its obligation to make lease payments. The Group has presented its right-of-use assets and lease liabilities on the face of the balance sheet. The table below summarises the impact on transition: In relation to those leases under IFRS 16, the Group now recognises depreciation and interest costs, instead of an operating lease expense. During the year ended 31 December 2019, this amounted to £278,000 of depreciation charges and £27,000 of interest costs from these leases. At transition, for leases classified as operating leases under IAS 17, lease liabilities were measured at the present value of the remaining lease payments, discounted at an incremental borrowing rate which reflects the characteristics of the underlying lease, at 1 January 2019. The weighted average incremental borrowing rate applied is 5.0%. Page 34 1 January2019£'000Right-of-use assets732Current lease liabilities(269)Non-current lease liabilities(463)Retained earnings- Notes to the financial statements For the year ended 31 December 2019 Right-of-use assets are measured at their carrying amount as if IFRS 16 had been applied since the lease commencement date, discounted by the Company's incremental borrowing rate as at 1 January 2019. The Group has applied the following practical expedients on transition: · leases for underlying assets that have a low value (less than £5,000) · a single discount rate applied to its small portfolio of car leases · to elect not to separate non-lease components from lease components and instead to account for each lease component and any associated non-lease component as a single lease component 1.15 Inventories Inventories are stated at the lower of historical cost and net realisable amount. Net realisable amount is the estimated selling price in the ordinary course of business less any applicable variable selling costs. Provision is made for obsolete, slow moving and defective inventory where appropriate. 1.16 Intangible assets - research and development Research expenditure, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is charged to income in the year in which it is incurred. Internal development expenditure, whereby research findings are applied to a plan for the production of new or substantially improved products or processes, is charged to income in the year in which it is incurred unless it meets the recognition criteria of IAS 38 ‘Intangible Assets’ which are; ▪ the development costs can be measured reliably; ▪ the project is technically and commercially feasible; ▪ the Group intends to and has sufficient resources to complete the project; ▪ the Group has the ability to use or sell the resulting technology; and ▪ the resulting technology will generate probable future economic benefits. Measurement uncertainties over economic benefits generally mean that such criteria are not met. Where, however, the recognition criteria are met, intangible assets are capitalised and amortised over their useful economic lives from product launch. Intangible assets relating to products in development are subject to impairment testing at each balance sheet date or earlier upon indication of impairment. Any impairment losses are written off immediately to the income statement in operating expenses. 1.17 Equity Equity comprises the following: ▪ “Share capital” represents the nominal value of equity shares. ▪ “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. ▪ “Reverse acquisition reserve” represents the difference between the required total of the Group’s equity instruments and the reported equity of the legal parent. ▪ “Merger reserve” represents the difference between the nominal value of the share capital issued by the Company and their fair value at 7 March 2006, the date of the acquisition of Mobile Tornado International Ltd. ▪ “Foreign currency translation reserve” represents the differences arising from translation of investments in overseas subsidiaries into Sterling. Page 35 Notes to the financial statements For the year ended 31 December 2019 ▪ “Accumulated losses” represents retained losses. All transactions with owners of the parent are recorded separately within equity. Reverse acquisition and merger reserves were frozen at their previous GAAP values from 1 July 2006, the date of transition to IFRS. The foreign currency translation reserve was reset to zero at this date. 1.18 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash with maturities of three months or less from inception and which are subject to an insignificant risk of changes in value. 1.19 Financial assets Initial recognition and measurement In accordance with IFRS9, ‘Financial Instruments’ the Group has classified its financial assets as ‘Financial assets at amortised cost’. The Group determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value plus, in the case of assets not at fair value through the Statement of Comprehensive Income, transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement The subsequent measurement of financial assets depends on their classification as described below: a. Financial assets carried at amortised cost This category applies to trade and other receivables due from customers in the normal course of business. All amounts which are not interest bearing are stated at their recoverable amount, being invoice value less provision for any expected credit losses. These assets are held at amortised cost. The group classifies its financial assets as at amortised cost only if both of the following criteria are met: (i) the asset is held within a business model with the objective of collecting the contractual cash flows; and (ii) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. Financial assets at amortised cost comprise current trade and other receivables due from customers in the normal course of business and cash and cash equivalents. The Group does not hold any material financial assets at fair value through other comprehensive income or at fair value through the Statement of Comprehensive Income. The Group does not hold any derivatives and does not undertake any hedging activities. Trade receivables are initially recognised at their transaction price. The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money. Other financial assets are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Trade and other receivables are measured at amortised cost less provision for expected credit losses. Page 36 Notes to the financial statements For the year ended 31 December 2019 Impairment of financial assets The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets measured at amortised cost. The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. For other financial assets at amortised cost, the Group determines whether there has been a significant increase in credit risk since initial recognition. The Group recognises twelve month expected credit losses if there has not been a significant increase in credit risk and lifetime expected credit losses if there has been a significant increase in credit risk. Expected credit losses incorporate forward looking information, take into account the time value of money when there is a significant financing component and are based on days past due; the external credit ratings of its customers; and significant changes in the expected performance and behaviour of the borrower. Financial assets are written off when there is no reasonable expectation of recovery. Where receivables have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in the Statement of Comprehensive Income. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: • • The rights to receive cash flows from the asset have expired, or The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement, and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the assets. 1.20 Financial liabilities Initial recognition and measurement All financial liabilities are recognised initially at fair value net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and previously included loans and other borrowings including Directors loans. Subsequent measurement After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method (EIR). Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised as well as through the (EIR) amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the Statement of Comprehensive Income. This category generally applies to interest-bearing loans and borrowings. Page 37 Notes to the financial statements For the year ended 31 December 2019 Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income. 1.21 Contingent consideration Contingent consideration arising on the acquisition of a business is held as a creditor in the balance sheet until such time as those amounts are paid. Amounts arising on business combinations before 1 July 2006, the date of transition to IFRS, were not restated at this date. 1.22 Standards in issue not yet effective At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective: • Conceptual Framework and Amendments to References to the Conceptual Framework in IFRS Standards • Amendments to IFRS 3 Business Combinations • Amendments to IAS 1 and IAS 8: Definition of Material • • • Interest Rate Benchmark Reform: amendments to IFRS 9, IAS 39 and IFRS 7 IFRS 17 - Insurance Contracts IAS 1: current debt classification The Directors are evaluating the impact that these standards will have on the financial statements of Group. 1.23 New standards and amendments During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations, that became effective for the first time. IFRS 16 Leases IFRIC Interpretation 23 – Uncertainty over Income Tax Treatments • • • Amendments to IFRS 9 – Prepayment Features with Negative Compensation • Amendments to IAS 28 – Long-term Interests in Associates and Joint Ventures • Annual improvements 2015-2017 cycle • Amendments to IAS 19: Plan amendment, Curtailment or Settlement Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements except for IFRS 16 Leases which has had an impact as further detailed in the IFRS 16 lease accounting policy note. Page 38 Notes to the financial statements For the year ended 31 December 2019 2 Segmental analysis The Group presents its results in accordance with internal management reporting information to the chief operating decision maker (Board of Directors). At 31 December 2019 the Board continued to monitor operating results by category of revenue within a single operating segment, the provision of instant communication solutions. Under IFRS 8 the Group has only one operating segment. Therefore, the results presented in the income statement are the same as those required under IFRS 8, save for the year end entry of IFRS 2 share option charge of £52,000 (year ended 31 December 2018: £54,000). Revenue by category Revenue is reported by geographical location of customers. Non-current assets are reported by geographical location of assets. Of the total revenue of the Group, four customers each represented revenue greater than 10% of this total – these being 23% or £912,000 (2018: 35% or £1,050,000), 20% or £676,000 (2018: 12% or £345,000), 15% or 525,000 (2018: 11% or £328,000) and 11% or £369,000 (2018: 3% or £76,000) respectively. Page 39 20192018£'000£'000License fees2,1852,124Hardware & software451307Professional services609319Other209224Total3,4542,97420192018£'000£'000Recurring2,0632,049Non-recurring1,391925Total3,4542,9742019201920182018Non-currentNon-currentRevenueassetsRevenueassets£'000£'000£'000£'000UK3653110Europe153- 352- North America985- 1,146- South America1,047142117Israel731815695269Africa502- 32911Total3,4548212,974307 Notes to the financial statements For the year ended 31 December 2019 3 Exceptional costs These comprise: • Trade receivable provision of £nil (2018: £49,000) representing an 8% discount to the total debt of one particular customer and granted on the basis of a full and single settlement of the total debt balance as at 31 December 2018. 4 Group operating loss Auditors’ remuneration During the year the Group obtained the following services from the Group’s auditors as detailed below: 5 Finance costs Page 40 20192018£'000£'000Group operating loss before taxation is stated aftercharging:Staff costs (note 19)2,578 2,380 Depreciation of owned property, plant and equipment (note 8)101 171 Depreciation of leased right-of-use assets (note 10)278 - Amortisation of intangible assets (note 9)38 37 Research and development expenditure1,199 1,161 Other operating lease rentals- 279 Net exchange (gain)/loss(83) 138 20192018£'000£'000Fees payable to the Company's auditors for the auditof the Company's financial statements263720192018£'000£'000Finance charge on preference shares(666) (614) Finance charge on leases(27) - Other interest payable(11)(5)Total finance costs(704)(619) Notes to the financial statements For the year ended 31 December 2019 6 Income tax credit (a) Analysis of credit for the year (b) Factors affecting the tax credit for the year Deferred tax: At 31 December 2019 the Group had accumulated tax losses of £28,857,000 (31 December 2018: £28,857,000) which are available for offset against future trading profits of certain Group operations, subject to agreement with the relevant tax authorities. No deferred tax asset has been recognised in respect of these losses given the level of uncertainty over their recoverability. 7 Loss per share Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of £817,000 (2018: £1,535,000) by the weighted average number of ordinary shares in issue during the year of 359,770,621 (2018: 326,694,121). Page 41 20192018£'000£'000United Kingdom current taxAdjustment in respect of prior years- (17) Current year research & development tax credit claimed(261) (364) Prior year research & development tax credit claimed2 - Withholding tax on overseas sales receipts48 - Overseas current tax in respect of prior years- 14 Total credit for the year(211) (367) 20192018£'000£'000Loss before tax(1,028) (1,902) At standard rate of corporation tax of 19.00% (2018: 19.00%)(195) (361) Effects of:Expenses not deductible for tax purposes134 118 Un-utilised tax losses110 243 Current year research & development tax credit claimed(261) (364) Prior year overseas current tax- 14 Prior year research & development tax credit claimed2 (17) Total credit for the year(211) (367) LossLossLossLossper shareper share£'000pence£'000penceLoss attributable toordinary shareholders(817) (0.23) (1,535) (0.47) Adjusted basic loss per share(817) (0.23) (1,535) (0.47) Basic and diluted20192018Basic and diluted Notes to the financial statements For the year ended 31 December 2019 The loss attributable to ordinary shareholders and the weighted average number of ordinary shares for the purpose of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of share options are anti-dilutive under the terms of IAS 33. 8 Property, plant and equipment 9 Intangible assets These comprise third party services and internal staff costs in relation to a quality assurance automation project. Page 42 OfficeComputerLeaseholdequipmentequipmentimprovementTotal£'000£'000£'000£'000CostAt 1 January 2018771,2421331,451Additions63165102Exchange adjustments347858At 31 December 2018861,3202061,613Additions- 113- 113Disposals(27)(575)(71)(673)Exchange adjustments(2)(35)(8)(46)At 31 December 2019578231271,007Accumulated depreciationAt 1 January 2018531,044781,175Charge for the year715411172Exchange adjustments240547At 31 December 2018621,238941,394Charge for the year48413101Disposals(17)(572)(72)(661)Exchange adjustments(1)(35)(4)(40)At 31 December 20194871531794Net book amount at 31 December 2019910896213Net book amount at 31 December 20182482112219Software£'000At 1 January 201988Amortisation for the year (38)At 31 December 2019 50 Notes to the financial statements For the year ended 31 December 2019 10 Right-of-use assets 11 Trade and other receivables The Group had contract assets within trade and other receivables of £139,000 (2018: £134,000) Page 43 LeaseholdPropertyVehiclesTotal£'000£'000£'000CostAt 1 January 2018 & 31 December 2018- - - Effect of initial application of IFRS 1665972731Additions- 105105Disposals- (40)(40)At 31 December 2019659137796Accumulated depreciationAt 1 January 2018 & 31 December 2018- - - Charge for the year19880278Disposals- (40)(40)At 31 December 201919840238Net book amount at 31 December 201946297558Net book amount at 31 December 2018- - - 20192018£'000£'000Trade receivables1,576 1,082 Less: provision for impairment of trade receivables(174) (72) Trade receivables - net1,402 1,010 Other receivables275 429 Prepayments and accrued income299 266 1,976 1,705 Current portion1,976 1,705 Notes to the financial statements For the year ended 31 December 2019 The age of the Group’s year end overdue receivables is as follows: Of the overdue receivables, £722,000 (2018: £638,000) relates to one particular customer against which a provision of £51,000 (2018: £49,000) has been made and which reflects a settlement discount offer that has been made. The Directors have maintained an open dialogue with this customer throughout the year and since the year end as to their financial position. In parallel, an assessment of this customer’s ability to pay has been made by reference to its anticipated capital funding transaction, its current and projected operating cash flows as well as the level of cash payments received during the year, post year-end from the customer and, on the basis of this, no further provision has been made. The carrying amounts of the Group’s receivables are denominated in US dollar, Canadian dollar and Euros. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. Movement on the Group’s provision for impairment of receivables is as follows: 12 Inventories The cost of inventories recognised as an expense and included within cost of sales amounted to £163,000 (2018: £200,000). Inventories put to internal use during the year Page 44 20192018£'000£'000ImpairedLess than three months20 - Three to six months43 - Over six months111 72 174 72 Not impairedLess than three months64 182 Three to six months14 87 Over six months745 513 823 782 20192018£'000£'000At 1 January72 56 Provision for receivables impairment102 72 Receivables written off during the yearas uncollectable- (56) 174 72 20192018£'000£'000Hardware108151 Notes to the financial statements For the year ended 31 December 2019 and therefore transferred to property, plant and equipment amounted to £22,000 (2018: £nil). 13 Cash and cash equivalents 14 Trade and other payables The contingent consideration arose on the purchase of intellectual property from Tersync Limited in 2001 and represents a royalty payable on future sales of Push to Talk related products by Mobile Tornado, payable in part as consideration for the acquisition of the rights to the technology underlying such product. The royalty is payable quarterly on any relevant sales (on a cash receipts basis) as follows: (i) 50% of the first US$200,000 relevant sales. (ii) 15% of any additional relevant sales, subject to any related cumulative royalty payments being capped at a maximum of US$5.3 million. Direct reseller and other third party costs may be deducted in arriving at these royalty payments, subject to such costs not exceeding 10% of the relevant sales. The deferred income balance includes an amount of £2,012,000 (2018: £2,135,000) received from InTechnology plc in respect of 12 month licenses that had not been brought into use at the balance sheet date. The Group will recognise related income from the date of activation of each licence, or the expiration of its obligations if sooner. Page 45 20192018£'000£'000Cash at bank and in hand:-Sterling17 54 -US Dollar66 53 -Canadian dollar39 96 -Euro7 11 -New israel shekel135 140 264 354 20192018£'000£'000Trade payables861 787 Accruals405 542 Social security and other taxes101 91 Other payables0 4 Deferred income2,104 2,426 Contingent consideration2,787 2,962 6,258 6,812 Less non-current portion: contingent consideration(1,776) (2,257) Current portion4,482 4,555 Notes to the financial statements For the year ended 31 December 2019 15 Borrowings, other financial liabilities and other financial assets Maturity analysis All preference shares are non-voting, non-convertible cumulative redeemable preference shares. They are currently redeemable at par value on 31 December 2020, or, at the Company’s discretion, at any earlier date and will accrue interest at a fixed rate of 10 per cent. per annum. All preferences shares and accrued interest thereon are thus classified as repayable in one year or less. The loan balance of £2,090,000 provided by InTechnology plc is repayable on demand and thus classified as repayable in one year or less. InTechnology plc provides the Group with a £300,000 loan facility (2018: £300,000). As at 31 December 2019, the balance on this facility was £nil (31 December 2018: £nil). Further details of this facility can be found in note 22. InTechnology plc has agreed not to demand repayment of all amounts due for payment in one year or less, for a period of at least 12 months from the date of signing of the financial statements. Further, InTechnology plc has confirmed its willingness, should the Group request, to extend the redemption date on these preference shares until 31 December 2021. The Group do not have any derivative financial liabilities at 31 December 2019 or 31 December 2018. Financial risks The main financial risks faced by the Group include interest rate risk, liquidity risk, credit risk and foreign currency risk. The Board reviews and agrees policies for managing each of these risks. Page 46 20192018£'000£'000Preference shares6,221 6,330 Loans from related party undertakings2,090 2,090 Finance leases576 - Total borrowings8,887 8,420 Preference shares and loans20192018£'000£'000In one year or less8,311 2,796 Between two and five years- 5,624 Total8,311 8,420 Lease liabilities20192018£'000£'000In one year or less275 - Between two and five years301 - Total576 - Notes to the financial statements For the year ended 31 December 2019 The Group’s financial instruments comprise cash, liquid resources and various items, such as receivables and payables that arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The year-end position reflects these policies and there have been no changes in policies or risks since the year end. Financial asset returns are maximised by ongoing review of the Group’s cash flow requirements. Any funds surplus to short-term working capital requirements are placed on interest bearing deposit. Interest rate risk profile of financial assets The interest rate risk profile of the financial assets of the Group comprise cash of £264,000 (2018: £354,000) as follows: The Sterling, US dollar and Euro financial assets relate to cash at bank and bear interest based on GBP LIBOR, US dollar LIBOR and EURIBOR respectively. There are no fixed rate financial assets (2018: £nil). Interest rate risk profile of financial liabilities The interest rate profile of the financial liabilities of the Group is as follows: Further details of which can be found in note 22. Page 47 20192018£'000£'000CurrencySterling17 54 US dollar66 53 Canadian dollar39 96 Euro7 11 Israel shekel135 140 Total264 354 Floating rate20192018£'000£'000Loans from related party undertakings2,090 2,090 Total2,090 2,290 Floating Notes to the financial statements For the year ended 31 December 2019 Currency risk The table below shows the extent to which the Company held monetary assets and liabilities in currencies other than their local currency. Sensitivity analysis Financial assets and liabilities are sensitive to movements in interest rates and foreign exchange rates. A 10% movement in both sterling to US dollar and Euro exchange rates would result in a charge or credit to profit and equity of £309,000 (2018: £368,000). A 1% movement in interest rates would result in a charge or credit to profit and equity of £5,000 (2018: £7,000). Liquidity risk The Group seeks to ensure sufficient liquidity is available to meet its foreseeable needs. The Board regularly reviews cash flow projections and the headroom position to ensure the Group is adequately funded. Capital management Managed capital is cash to meet working capital needs. The Group’s capital management objectives are: ▪ ▪ To ensure the Group’s ability to continue as a going concern; and To provide an adequate return to shareholders. These objectives are maintained by pricing products and services commensurately with the level of risk. The Group’s goal in capital management is to maintain adequate cash balances with the minimum necessary borrowing. There are no externally imposed capital requirements during the year covered by the financial statements. Page 48 20192018£'000£'000Functional currency of operation: SterlingUS Dollar (net liabilities)(1,490) (1,889) Euro (net liabilities)(2,003) (2,106) Canadian Dollar net assets/(net liabilities)88 (54) Total(3,405) (4,049) Notes to the financial statements For the year ended 31 December 2019 Summary of the Group’s financial assets and liabilities The Directors consider that the fair value of financial assets and liabilities approximates to the carrying value for both 2019 and 2018. 16 Share capital and share premium The total authorised number of ordinary shares is 475 million (2018: 475 million) with a par value of 2p per share (2018: 2p per share). Page 49 20192018£'000£'000Current assets - financial assets at amortised costTrade and other receivables1,677 1,439 Cash and cash equivalents264 354 1,941 1,793 Current liabilities - held at amortised costTrade and other payables(2,277) (2,038) Preference shares(6,221) (706) Loans(2,090) (2,090) Lease liabilities(275) (10,863) (4,834) Non-current liabilities - held at amortised costTrade and other payables(1,776) (2,257) Preference shares- (5,624) Lease liabilities(301) - (2,077) (7,881) Net financial assets and liabilities(10,999) (10,922) Number ofissued and fully paidShareSharesharescapitalpremiumTotal'000£'000£'000£'000At 1 January 2019349,240 6,985 14,924 21,909 Issue of shares30,505 610 873 1,483 As at 31 December 2019379,745 7,595 15,797 23,392 Notes to the financial statements For the year ended 31 December 2019 Non-voting preference shares – included in financial liabilities All preference shares are non-voting, non-convertible cumulative redeemable preference shares. They are currently redeemable at par value on 31 December 2020, or, at the Company’s discretion, at any earlier date and will accrue interest at a fixed rate of 10 per cent. per annum. InTechnology plc has confirmed its willingness, should the Group request, to extend the redemption date on these preference shares until 31 December 2021. Unpaid dividends accrue interest at 3% above Bank of England base rate until settled. 17 Share-based payments The Group has a share option scheme for certain employees and Directors. Options are exercisable at a price equal to the average market price of the Company’s shares on the date of grant. The options are settled in equity. The number of shares subject to options, the periods in which they were granted and the dates on which they may be exercised are as follows: Options were valued using the Black-Scholes option-pricing model. Page 50 Number ofNominalsharesValue'000£'000As at 31 December 2018 and 201971,277 5,702 ExerciseEarliestVestingExpiry date20192018price penceexerciseconditionName of scheme'000'000dateIsrael scheme- 1,082 2.002/02/09- 31/12/19Israel scheme- 800 5.002/02/09100,000 subscribers31/12/19UK scheme100 100 5.007/07/13100,000 subscribers07/07/20Israel scheme- 400 7.503/01/15- 31/12/19UK scheme3,300 3,300 7.503/01/15- 03/01/22UK scheme200 200 6.018/06/18- 18/06/25Israel scheme1,350 1,500 6.007/09/18- 31/12/23Israel scheme2,500 2,500 2.016/05/19- 31/12/26Israel scheme3,500 3,500 4.004/11/19- 31/12/26Israel scheme5,650 5,900 6.515/06/20Group reports positive15/06/27annual EBITDAUK scheme3,200 3,200 6.515/06/20Group reports positive15/06/27annual EBITDAIsrael scheme2,650 - 5.009/01/22- 09/01/29UK scheme450 - 5.009/01/22- 09/01/29Israel scheme1,000 - 5.028/02/22- 28/02/29Total23,900 22,482 Number of shares Notes to the financial statements For the year ended 31 December 2019 The expected volatility is based on historical volatility over the last year. The expected life is assumed as being equal to the earliest exercise date. The risk-free rate of return is taken as the Bank of England base-rate at the date of grant. A reconciliation of option movements over the year to 31 December 2019 is shown below: The closing mid-market share price on 31 March 2020 was 2.6 pence. The weighted average remaining contractual life of the share options outstanding at 31 December 2019 was 6.6 years at exercise prices ranging from 2.0 pence to 7.5 pence. Those options exercisable at 31 December 2019 are at exercise prices ranging from 2.0 pence to 7.5 pence. The total charge for the year relating to employee share-based payment plans was £52,000 (2018: £54,000), all of which related to equity-settled share-based payment transactions. 18 Cash used in operations Page 51 WeightedWeightedaverageaverageexerciseexerciseNumberpriceNumberprice'000pence'000penceOutstanding at 1 January22,482 5.523,569 5.4Granted4,350 - - 0.0Forfeited(650) 5.8(800) 4.2Exercised- - (87) 2 Expired(2,282) 4.0(200) - Outstanding at 31 December23,900 5.522,482 5.5Exercisable at 31 December10,950 4.95,682 6.52019201820192018£'000£'000Loss before taxation(1,028) (1,902) Adjustments for:Depreciation and amortisation417 208 Share-based payment charge52 54 Interest expense704 619 Changes in working capital:Increase in inventories37 (149) Increase in trade and other receivables(379) (200) Decrease in trade and other payables(508) (479) Net cash used in operations(705) (1,849) Notes to the financial statements For the year ended 31 December 2019 Changes in liabilities arising from financing activities For the year ended 31 December 2019 19 Employee information The average monthly number of persons (including Executive Directors) employed by the Group during the year was: Included in the table above are 20 persons that are contractors (2018: 23). These are included as employees on the basis of their providing services to the company on a material time basis over the year. Page 52 CashFinanceconversionExchange2017flowschargeto equitydifferences2018£'000£'000£'000£'000£'000£'000Preference shares8,255 - 614 (2,539) - 6,330 Loans from related party undertakings2,290 (200) - - - 2,090 Total liabilities from financing activities10,545 (200) 614 (2,539) - 8,420 Cash and cash equivalents(732) 369 - - 9 (354) Net debt9,813 169 614 (2,539) 9 8,066 CashFinanceconversionExchange2018flowschargeto equitydifferences2019£'000£'000£'000£'000£'000£'000Preference shares6,330 - 666 (775) - 6,221 Loans from related party undertakings2,090 - - - - 2,090 Finance leases- - 575 - - 575 Total liabilities from financing activities8,420 - 1,241 (775) - 8,886 Cash and cash equivalents(354) 97 - - (7) (264) Net debt8,066 97 1,241 (775) (7) 8,622 Non-cash changesNon-cash changes20192018NumberNumberSales5 4 Product development & operations36 35 Finance & administration6 6 Total47 45 Notes to the financial statements For the year ended 31 December 2019 Staff costs for the persons above were: Directors’ costs included within the above were: 20 Capital commitments The Group had no capital commitments at 31 December 2019 (2018: £nil). 21 Operating leases Details of operating lease arrangements for the Group are as follows: The opening operating lease commitment was £771,000, deducting the effect of discounting of £40k gives the opening lease liability at 1 January 2019 of £732,000. 22 Related party transactions For the purposes of IAS 24, key management of the Group are the same as those of the Board of Directors. There were no share options issued to key management personnel during the year. Key management personnel remuneration includes the following expenses: Directors’ remuneration and the remuneration of each Director is presented in the Directors’ Report on page 9. Peter Wilkinson is a shareholder and Director of InTechnology plc. Mobile Tornado Group plc has bought goods and services totalling £62,000 from InTechnology plc in the year to 31 December 2019 (year ended 31 December 2018; £157,000). As at 31 December 2019, Page 53 20192018£'000£'000Wages and salaries2,168 2,055 Social security costs117 91 Other pension costs101 76 Share-based payment charge52 54 Other benefits140 104 Total2,578 2,380 Benefits20192018in kindTotalTotal£'000£'000£'000£'000£'000Peter Wilkinson- 28 - 28 66 Jeremy Fenn6 120 2 128 127 Avi Tooba113 - 43 156 147 Jonathan Freeland- 18 - 18 17 Aggregate emoluments119 166 45 330 357 SalaryFees20192018£'000£'000Lease payments under operating leases charged to operating costs in the year- 279 Notes to the financial statements For the year ended 31 December 2019 Mobile Tornado Group plc owed InTechnology plc £719,000 (31 December 2018; £850,000). In previous years, Intechnology plc bought right of use licenses totalling €2,400,000 from Mobile Tornado Group plc. During the year to 31 December 2019 the value of licenses brought into use was €nil (year ended 31 December 2018; €nil). The balance of unused licenses as at 31 December 2019 was €2,376,000 (31 December 2018; €2,376,000). InTechnology plc has provided loan finance of £nil to Mobile Tornado Group plc in the year ended 31 December 2019 (year ended 31 December 2018; £nil). As at 31 December 2019, Mobile Tornado Group plc owed InTechnology plc £2,090,000 (31 December 2018; £2,090,000). InTechnology plc has provided preference share finance of £nil to Mobile Tornado Group plc in the year ended 31 December 2019 (year ended 31 December 2018; £nil). During the year, the Company issued 15,504,687 new ordinary shares to Intechnology plc at 5p per share as capitalisation of £0.78m preference share indebtedness owed by the Company to Intechnology plc. As at 31 December 2019, Mobile Tornado Group plc had total preference share indebtedness to InTechnology plc of £6,221,000 (31 December 2018; £6,330,000). On 26 September 2018, the Company entered into a revolving loan facility agreement with InTechnology Plc. Pursuant to the facility agreement, which is for a period of two years from date entered into, InTechnology has made available to the Company a revolving loan facility of up to a maximum principal amount of £300,000. Any new amounts drawn down by the Company pursuant to the facility agreement will be subject to a 2% facility fee and will bear interest at a rate of 10% per annum. The facility agreement allows for monies to be drawn down, repaid and redrawn again in any manner and any number of times by the Company until the agreement expires, however, any monies repaid and subsequently redrawn will not incur a further facility fee. At the expiration date of the facility agreement, all monies shall be repayable by the Company to InTechnology together with any facility fee and accrued interest thereon. During the year £300,000 was drawn down and subsequently repaid. Interest and facilities fees for the year, all of which were paid during the year, amounted to £12,000 (year ended 31 December 2018; £nil) As at 31 December 2019, Mobile Tornado Group plc owed InTechnology plc £nil in respect of this agreement (31 December 2018: £nil). Payments to a third party, Mainstream Capital Partners LLP, are made in respect of the services provided by Jeremy Fenn, Executive Chairman. As at 31 December 2019, Mobile Tornado Group Plc owed £12,000 (31 December 2018: £nil) to Jeremy Fenn. The Group is controlled by InTechnology plc (incorporated in the UK), which owns 50.8% of the Company’s ordinary shares. The Group’s ultimate parent and controlling party is Peter Wilkinson. 23 Investments Details of the principal investments at 31 December 2019 in which the Company holds more than 20% of the nominal value of ordinary share capital are as follows: Country of incorporation or registration Nature of business Group proportion held Company proportion held M.T. Labs Limited Israel Sale of instant communication services 100% 100% Page 54 Notes to the financial statements For the year ended 31 December 2019 With registered address: 13 Amal street, Afek Industrial Park, Rosh Ha’ayin 4809249, Israel 24 Post balance-sheet event Since the balance sheet date, a global pandemic (COVID-19) has occurred. This is an unprecedented event and its full economic impact on the global economy remains uncertain. A significant number of governments have enforced home-working measures and instructed certain sectors to close temporarily. All of our staff are currently homeworking and we are in the relatively fortunate position where this can continue to be done efficiently and without any material disruption to service and operations. We recognise the additional uncertainty this pandemic brings to our financial forecasts and projections. We are confident that our long-established recurring revenue customer base, together with our supportive principal creditors, provide us with a firm foundation on which to mitigate its wider economic impact. The Board has modelled various scenarios for the impact COVID-19 may have and measures it will take to counter its impact. Page 55 Company balance sheet As at 31 December 2019 The Company’s loss for the financial year was £1,274,000 (2018: £2,077,000 loss). The financial statements on pages 56 to 66 were approved by the Board of Directors on 8 April 2020 and were signed on its behalf by: Jeremy Fenn Chairman 8 April 2020 Company Number: 5136300 The accompanying notes form an integral part of these financial statements. Page 56 20192018Note£'000£'000Fixed assetsIntangible assets45,6616,275Tangible assets512475,6736,322Current assetsDebtors72,5012,288Stock- 22Cash at bank and in hand1302142,6312,524Creditors - amounts falling due within one year8(12,340)(6,960)Net current liabilities(9,709)(4,436)Total assets less current liabilities(4,036)1,886Creditors - amounts falling due after more than one year8(1,776)(7,959)Net liabilities(5,812)(6,073)Capital and reservesCalled up share capital97,5956,985Share premium account15,79714,924Merger reserve10,93810,938Share option reserve277225Accumulated losses(40,419)(39,145)Total shareholders' deficit(5,812)(6,073) Company statement of changes in equity For the year ended 31 December 2019 Page 57 Called up shareShare premiumMergerShare optionAccumulatedShareholders'capitalaccountreservereservelossesdeficit£'000£'000£'000£'000£'000£'000Balance at 1 January 20185,427 12,672 10,938 171 (37,068) (7,860) Equity settled share-based payments- - - 54 - 54 Issue of share capital1,558 2,252 - - - 3,810 Loss for the financial year- - - - (2,077)(2,077) Balance at 31 December 20186,985 14,924 10,938 225 (39,145) (6,073) Called up shareShare premiumMergerShare optionAccumulatedShareholders'capitalaccountreservereservelossesdeficit£'000£'000£'000£'000£'000£'000Balance at 1 January 20196,985 14,924 10,938 225 (39,145) (6,073) Equity settled share-based payments- - - 52 - 52 Issue of share capital610 873 - - - 1,483 Loss for the financial year- - - - (1,274)(1,274) Balance at 31 December 20197,595 15,797 10,938 277 (40,419) (5,812) Notes to the Company financial statements For the year ended 31 December 2019 1. General information The principal activity of the Company is the provision of instant communication mobile applications which serve the market of mobile data services in the mobile communication industry. The Company is a public limited company which is listed on the Alternative Investment Market and incorporated and domiciled in England within the UK. The address of the registered office is Cardale House, Cardale Court, Beckwith Head Road, Harrogate, HG3 1RY. 2. Statement of compliance The individual financial statements of Mobile Tornado Group plc have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland” (“FRS 102”) and the Companies Act 2006. 3. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 3.1 Basis of preparation The financial statements are presented in sterling, rounded to the nearest thousand. They are prepared on a going concern basis and under the historical cost convention. The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.3. The Company has taken advantage of the following exemptions in its individual financial statements: • From preparing a statement of cashflows; • Disclosure of related party transactions with and between wholly-owned subsidiaries; • Disclosures relating to financial instruments. 3.2 Going concern The Financial Statements are prepared on a going concern basis. When determining the adoption of this approach the Directors have considered a wide range of information relating to present and future conditions, including the current state of the Balance Sheet, future projections, cash flow forecasts, access to funding, ability to successfully secure additional investment, available mitigating actions and the medium- term strategy of the business. In common with many businesses at this stage of development, the Company is dependent on its ability to meet its cash flow forecasts. Within those cash flow forecasts, the Group Page 58 Notes to the Company financial statements For the year ended 31 December 2019 has included a number of significant payments and receipts based on its best estimate but, as with all forecasts, there does exist some uncertainty as to the timing and size of those payments and receipts. In particular, the forecasts assume the ongoing deferral and phased payment of some of the Group’s creditors, and the continuation at the current level of both the recurring revenue and an increase in the level of non-recurring revenues. In the event that some or all of these receipts are delayed, deferred or reduced, or payments not deferred, management has considered the actions that it would need to take to conserve cash. These actions would include significant cost savings (principally payroll based) and/or seeking additional funding from its shareholders (for which there is currently no shareholder commitment requested). These conditions, along with the other matters explained in note 1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Since the balance sheet date, a global pandemic (COVID-19) has occurred. This is an unprecedented event and its full economic impact on the global economy remains uncertain. A significant number of governments have enforced home-working measures and instructed certain sectors to close temporarily. All of our staff are currently homeworking and we are in the relatively fortunate position where this can continue to be done efficiently and without any material disruption to service and operations. We recognise the additional uncertainty this pandemic brings to our financial forecasts and projections. We are confident that our long-established recurring revenue customer base, together with our supportive principal creditors, provide us with a firm foundation on which to mitigate its wider economic impact. The Board has modelled various scenarios for the impact COVID-19 may have and measures it will take to counter its impact. The Directors, while noting the existence of a material uncertainty and having considered the possible management actions as noted above, are of the view that the Group is a going concern and will be able to meet its debts as and when they fall due for a period of at least 12 months from the date of signing these accounts. 3.3 Critical accounting estimates and judgements The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: Contingent consideration – payments are dependent on estimates of future license sales revenues. Trade and other receivables – recognition of any impairment provisions in respect of amounts recorded as trade and other receivables is dependent on judgements made on the recoverability of such items. Research and development - distinguishing the research and development phases of the Group's research and development expenditure and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. Valuation of goodwill – the carrying value of goodwill is reviewed for impairment at least annually. In determining whether goodwill is impaired an estimation of the fair value and/or the value in use of the cash generating unit (CGU) to which the goodwill has been Page 59 Notes to the Company financial statements For the year ended 31 December 2019 allocated is required. This calculation of value in use requires estimates to be made relating to the timing and amount of future cash flows expected from the CGU, and suitable discount rates based on the Company’s weighted average cost of capital adjusted to reflect the specific economic environment of the relevant CGU. The calculation of fair value requires estimates of the market value of the Company by reference to existing market data for the Company or for similar entities. 3.4 Share options The Company grants share options to employees and Directors on a discretionary basis. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, which takes into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. 3.5 Foreign currencies Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to sterling at the exchange rates ruling at the balance sheet date. All exchange differences are taken to the profit and loss account. 3.6 Tangible fixed assets The cost of tangible fixed assets is their purchase cost. Depreciation is calculated so as to write-off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Computer & other equipment 3 years The Directors review tangible fixed assets for impairment if events or changes in circumstances indicate that the carrying value of may not be recoverable. 3.7 Goodwill The Directors continue to assess that the goodwill has a finite life of 20 years and therefore will continue to amortise the goodwill over the remaining 10 years of this period. After initial recognition, goodwill is measured at cost less amortisation and accumulated impairment losses. At each year end date goodwill is reviewed for impairment using a discounted cash flow method applied to business forecasts. If this review demonstrates that impairment has occurred, this is expensed to the Company’s income statement. Goodwill is allocated to cash generating units for the purpose of impairment testing. Page 60 Notes to the Company financial statements For the year ended 31 December 2019 3.8 Intangible assets Research expenditure, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is charged to income in the year in which it is incurred. Internal development expenditure, whereby research findings are applied to a plan for the production of new or substantially improved products or processes, is charged to income in the year in which it is incurred unless it meets the recognition criteria of FRS102 Section 18 ‘Intangible Assets which, other than for goodwill’, are; ▪ The technical feasibility of completing the intangible asset so that it will be available for use or sale. ▪ Its intention to complete the intangible asset and use or sell it. ▪ Its ability to use or sell the intangible asset ▪ How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. ▪ The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. ▪ Its ability to measure reliably the expenditure attributable to the intangible asset during its development. Measurement uncertainties over economic benefits generally mean that such criteria are not met. Where, however, the recognition criteria are met, intangible assets are capitalised and amortised over their useful economic lives from product launch. Intangible assets relating to products in development are subject to impairment testing at each balance sheet date or earlier upon indication of impairment. Any impairment losses are written off immediately to income. 3.9 Investments Investments are stated at cost less provision for any permanent impairment in value. The carrying value of investments is reviewed annually to determine the need for any provision for impairment. The investment has been fully impaired in previous periods. 3.10 Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligation of the financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains and losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividend and distributions relating to equity instruments are debited direct to equity. Page 61 Notes to the Company financial statements For the year ended 31 December 2019 4 Intangible assets A 10% reduction in the revenue growth assumption will not result in an impairment of goodwill. 5 Tangible assets Page 62 GoodwillSoftwareTotal£'000£'000£'000CostAt 1 January 201912,75818712,945Additions- - - At 31 December 201912,75818712,945Accumulated amortisationAt 1 January 20196,571996,670Charge for the year57638614At 31 December 20197,1471377,284Net book amount at 31 December 20195,611505,661Net book amount at 31 December 20186,187886,275ComputerequipmentVehiclesTotal£'000£'000£'000CostAt 1 January 201943624460Additions22- 22Disposals(43)- (43)At 31 December 201941524439Accumulated depreciationAt 1 January 201938924413Charge for the year45- 45Disposals(31)- (31)At 31 December 201940324427Net book amount at 31 December 201912- 12Net book amount at 31 December 201847- 47 Notes to the Company financial statements For the year ended 31 December 2019 6 Fixed asset investments Details of the investments at 31 December 2019 in which the Company holds more than 20% of the nominal value of ordinary share capital are as follows: Country of incorporation or registration Nature of business Group proportion held Company proportion held M.T. Labs Limited Israel Sale of instant communication services 100% 100% With registered address:13 Amal street, Afek Industrial Park, Rosh Ha’ayin 4809249, Israel On 31 October 2009 the trade and net assets of Mobile Tornado International Limited were transferred to Mobile Tornado Group plc at book value, following which the net investment held by Mobile Tornado Group plc in Mobile Tornado International Limited was £12,758,000. Consequently, the value of the investment held in Mobile Tornado International Limited is not supported by any net assets or future cash flows. As the transfer did not impair the future profitability of the Company, £12,758,000 was transferred from investments to goodwill in the Company balance sheet. Mobile Tornado International Limited was subsequently dissolved. 7 Debtors Trade receivables includes £nil (2018: £nil) falling due after more than one year. Trade receivables are stated after provisions for impairment of £174,000 (2018: £72,000). Amounts due from group undertakings are unsecured, interest free and repayable on demand. Page 63 £'000£'000Trade receivables1,257 1,003 Prepayments and accrued income177 157 Other debtors272 384 Amounts owed by Group undertakings795 744 2,501 2,288 Notes to the Company financial statements For the year ended 31 December 2019 8 Creditors The contingent consideration arose on the purchase of intellectual property from Tersync Limited in 2001 and represents a royalty payable on future sales of Push to Talk related products by Mobile Tornado, payable in part as consideration for the acquisition of the rights to the technology underlying such product. The royalty is payable quarterly on any relevant sales (on a cash receipts basis) as follows: (i) 50% of the first US$200,000 relevant sales. (ii) 15% of any additional relevant sales, subject to any related cumulative royalty payments being capped at a maximum of US$5.3 million. Direct reseller and other third party costs may be deducted in arriving at these royalty payments, subject to such costs not exceeding 10% of the relevant sales. The deferred income balance includes an amount of £2,012,000 (2018: £2,135,000) received from InTechnology plc in respect of 12 month licenses that had not been brought into use at the balance sheet date. The Group will recognise related income from the date of activation of each licence, or the expiration of its obligations if sooner. 9 Called up share capital There is a single class of ordinary shares. There are no restrictions on the distributions. Page 64 20192018£'000£'000Trade creditors806 740 Accruals96 268 Other taxation and social security13 21 10% cumulative preference shares6,220 6,408 Other creditors- 4 Deferred income2,104 2,426 Loans owed to related party undertakings2,090 2,090 Contingent consideration2,787 2,962 14,116 14,919 Less non-current portion:Deferred consideration(1,776) (2,257) 10% cumulative preference shares- (5,702) Amounts due within 1 year12,340 6,960 20192018£'000£'000Allotted, called up and fully paid379,744,923 (2018: 349,240,236) Ordinary shares of 2p each7,5956,985Total7,5956,985 Notes to the Company financial statements For the year ended 31 December 2019 Non-voting preference shares – classified as liability All preference shares are non-voting, non-convertible cumulative redeemable preference shares. They are redeemable at par value on 31 December 2020, or, at the Company’s discretion, at any earlier date and will accrue interest at a fixed rate of 10 per cent. per annum. Unpaid dividends accrue interest at 3% above Bank of England base rate until settled. InTechnology plc has confirmed its willingness, should the Group request, to extend the redemption date on these preference shares until 31 December 2021. 10 Capital and other commitments At the balance sheet date, the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases as follows: Operating lease payments represent rentals payable by the Company for certain properties. 11 Related party transactions The Company has taken advantage of the exemption available under FRS 102 ‘Related Party Disclosures’ from disclosing transactions between the Company and its wholly owned subsidiary undertaking as these have been eliminated on consolidation of these financial statements. Peter Wilkinson is a shareholder and Director of InTechnology plc. Mobile Tornado Group plc has bought goods and services totalling £62,000 from InTechnology plc in the year to 31 December 2019 (year ended 31 December 2018; £157,000). As at 31 December 2019, Mobile Tornado Group plc owed InTechnology plc £719,000 (31 December 2018; £850,000). In previous years, Intechnology plc bought right of use licenses totalling €2,400,000 from Mobile Tornado Group plc. During the year to 31 December 2019 the value of licenses brought into use was €nil (year ended 31 December 2018; €nil). The balance of unused licenses as at 31 December 2019 was €2,376,000 (31 December 2018; €2,376,000). InTechnology plc has provided loan finance of £nil to Mobile Tornado Group plc in the year ended 31 December 2019 (year ended 31 December 2018; £nil). As at 31 December 2019, Mobile Tornado Group plc owed InTechnology plc £2,090,000 (31 December 2018; £2,090,000). InTechnology plc has provided preference share finance of £nil to Mobile Tornado Group plc in the year ended 31 December 2019 (year ended 31 December 2018; £nil). During Page 65 Number ofNominalsharesValue'000£'000As at 31 December 2018 and 201971,277 5,702 20192018£'000£'000One to five years05Total05 Notes to the Company financial statements For the year ended 31 December 2019 the year, the Company issued 15,504,687 new ordinary shares to Intechnology plc at 5p per share as capitalisation of £0.78m preference share indebtedness owed by the Company to Intechnology plc. As at 31 December 2019, Mobile Tornado Group plc had total preference share indebtedness to InTechnology plc of £6,221,000 (31 December 2018; £6,330,000). On 26 September 2018, the Company entered into a revolving loan facility agreement with InTechnology Plc. Pursuant to the facility agreement, which is for a period of two years from date entered into, InTechnology has made available to the Company a revolving loan facility of up to a maximum principal amount of £300,000. Any new amounts drawn down by the Company pursuant to the facility agreement will be subject to a 2% facility fee and will bear interest at a rate of 10% per annum. The facility agreement allows for monies to be drawn down, repaid and redrawn again in any manner and any number of times by the Company until the agreement expires, however, any monies repaid and subsequently redrawn will not incur a further facility fee. At the expiration date of the facility agreement, all monies shall be repayable by the Company to InTechnology together with any facility fee and accrued interest thereon. During the year £300,000 was drawn down and subsequently repaid. Interest and facilities fees for the year, all of which were paid during the year, amounted to £12,000 (year ended 31 December 2018; £nil) As at 31 December 2019, Mobile Tornado Group plc owed InTechnology plc £nil in respect of this agreement (31 December 2018: £nil). Payments to a third party, Mainstream Capital Partners LLP, are made in respect of the services provided by Jeremy Fenn, Executive Chairman. As at 31 December 2019, Mobile Tornado Group Plc owed £12,000 (31 December 2018: £nil) to Jeremy Fenn. The Group is controlled by InTechnology plc (incorporated in the UK), which owns 50.8% of the Company’s ordinary shares. The Group’s ultimate parent and controlling party is Peter Wilkinson. 12 Loss for the financial year The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Parent Company’s loss for the year ended 31 December 2019 was £1,274,000 (year ended 31 December 2018: £2,077,000 loss). Page 66 Corporate information Company Registration Number: 5136300 Registered Office: Directors: Nominated Advisor and Broker: Bankers: Solicitors: Registrars: Auditors: Internet address: HTUwww.mobiletornado.com UTH Cardale House Cardale Court Beckwith Head Road Harrogate North Yorkshire HG3 1RY Peter Wilkinson Jeremy Fenn Avi Tooba Jonathan Freeland (Non-Executive Director) (Executive Chairman) (Chief Executive Officer) (Non-Executive Director) Allenby Capital Ltd 5 St Helen’s Place London EC3A 6AB Barclays Bank Plc Hanover Square 50 Pall Mall London SW1Y 5AX Schofield Sweeney LLP 76 Wellington Street Leeds LS1 2AY Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Saffery Champness LLP Mitre House North Park Road Harrogate HG1 5RX Page 67 172024      Proof 5 Wednesday, June 17, 2020 16:42 173958 

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