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ARTA Artilium

22.80
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Artilium LSE:ARTA London Ordinary Share GB00B1L7NQ30 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.80 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Artilium PLC Final Results (1890O)

03/11/2016 7:00am

UK Regulatory


Artilium (LSE:ARTA)
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TIDMARTA

RNS Number : 1890O

Artilium PLC

03 November 2016

Artilium plc

('Artilium', 'ARTA', the 'Company' or the 'Group')

Artilium PLC reports full year results for the year ended 30 June 2016

Artilium PLC ("Artilium" or the "Company") (AIM: ARTA), the AIM quoted provider of innovative telecommunication software and solutions, reports full year results for the year ended 30 June 2016.

Highlights

   --      Significant revenue growth of 25.7% to EUR9.6 million (EUR7.7 million in FY15) 
   --      Adjusted EBITDA margin of 3.3% (0.5% in FY15) 

-- Acquisitions of Comsys and Livecom have been successfully integrated and have enhanced ARTA's IT and telecom offerings

Post Period End

-- Introduction of KYC (Know Your Customer) Solution for secure and easy identification and authentication of mobile prepaid customers

-- Strategic alliance with Green IT Globe NV to launch the OneApp platform, enhancing Artilium's offering to operators and MVNOs

   --      New MVNO contract signed with Overal Mobiel to enhance the ARTA offering in the Netherlands 

Commenting on the Company's results, Bart Weijermars, CEO:

"I am very pleased to report continued strong growth in both our core telecom business and strategic acquisitions made in the period. Alongside new MVNO contracts and strategic partnerships, these additions to ARTA's platform demonstrate our commitment to developing Artilium's software offering as well as increasing the geographical presence of our distribution channels. New business opportunities in the market are constantly being presented to us and our expanded service capability now enables us to capture these and cross-sell across our IT and telecoms businesses. The Group is well positioned to realise the potential opportunities in the market in 2017 to further enhance our strong procurement proposition as we seek to offer new solutions and added value to our customers."

The annual report can be viewed on the Artilium website at: http://www.artilium.com/investors/financial-performance and will be distributed to shareholders electronically later today.

For further information please contact:

 
 Artilium PLC                          +32 (0)50230300 
 Bart Weijermars - Chief Executive 
  Officer 
 
 finnCap Ltd 
  Jonny Franklin-Adams & Scott 
  Mathieson (corporate finance) 
  Joanna Scott (corporate broking)     +44 20 7220 0500 
 

Chairman's Statement

I am pleased to report that the year to 30 June 2016 saw Artilium start to deliver significant revenue and earnings growth. Revenues increased by 26% to EUR9.6 million and the Company achieved an adjusted EBITDA margin of 3.3% compared to 0.5% in 2015. This was achieved as a result of adjusted EBITDA margin increasing to +10% in H2 compared to -5% in H1. Revenue growth was driven by our core telecom software business together with the acquisition of Comsys. We are starting to see the benefits of our acquisition of Livecom, our African partnership with Tritente Global Energy Group and our strategic alliance with Green IT Globe NV and are confident that the investments we have made in both technology and distribution will give us the platform to capitalise on the new opportunities that are available in a market where the cross-over between IT and telecoms is constantly growing.

The African continent has enormous appetite for our innovative, flexible telecom solutions in a cloud environment and we believe that our partnership with Tritente Global Energy Group will give us the access we need in this exciting and growing market. Together with our local distributors we are focused on capitalising on this opportunity and we expect to announce further progress on several contracts in the near future.

Our strategic alliance with Green IT Globe is off to a great start and both companies are working well together to satisfy the rapidly growing demand for big data telecom solutions. It is very motivating to see the combination of a unique set of telecom software and hardware products working so well and delivering the solutions required by very demanding clients.

We look forward to 2017 with confidence where we believe our focus on unique telecom software solutions in the cloud, together with strategic alliances for distribution, positions us well for further significant revenue and adjusted EBITDA growth as we convert the increasing order book and develop the potential of the opportunities we have developed over the last 12 months.

Jan Paul Menke

Executive Chairman

Chief Executive's Statement

Overview

Artilium plc is in the process of enhancing its offerings and geographical presence into an internationally active software group offering in (tele)communication services as well as cloud services for datacentre, messaging and storage services. We have increased our international presence and now have operational businesses in Belgium, the Netherlands, Indonesia and China and are moving into Africa. We see significant opportunity in growing internationally and our expanded portfolio of services is helping us to break into new markets and attract new business.

Operationally we have been integrating the acquired businesses and have started to capture the synergies available while developing mutual growth opportunities. New business development is starting to bear fruit (despite the significant lead times involved). Additional resources and attention have been deployed in this area and we are developing our commercial strength. Our solutions show strong and stable performance and are available on a flexible basis to help our customers to grow their business.

Our business line

Our mobile enablement platform business has delivered a consistent performance. Our cloud platform is growing and we are focusing on developing this further, both locally and internationally. New functionalities have been delivered to our customers in line with the newest developments in the market and we are expanding the range of available products and services such as prepaid identification (Know Your Customer) as well as new user interfaces and business intelligence solutions. We have also stepped up our efforts in security and controls on the platform to manage the expanded product suite.

Our MVNE (Mobile Virtual Network Enabler) and retail business in Belgium and the Netherlands is starting to see growth from new parties that have launched MVNO business on our platform and from new B2B contracts that we have signed in retail. We are expecting significant growth from this part of the business in the coming period.

Our call centre and customer interaction software solutions continue to grow internationally and are being integrated into our other offerings. We are investing in additional growth momentum and further development of the product to also address the SME market.

The next phase: continued international expansion and additional focus on cloud services

The investments in the commercial organisation as well as new initiatives are starting to show signs of reward. Further expansion in the range of services offered to customers is part of the strategy to deliver a total solution to our customers as well as taking the lead in transforming the mobile market where IT and telecoms are increasingly intertwined. As a software development company we can shape these developments and take advantage of the new opportunities that are arising.

Financial Results

 
                                                 2016      2015 
                                      Notes   Eur'000   Eur'000 
 
 Continuing Operations 
 Revenue                                  4     9,622     7,651 
 Cost of sales                                (2,599)   (1,882) 
-----------------------------------  ------  --------  -------- 
 Gross profit                                   7,023     5,769 
 Other operating income                  10         -        73 
 Administrative expenses excluding 
  depreciation, amortisation and 
  redundancy costs                            (6,710)   (5,807) 
 
 Adjusted EBITDA                          9       313        35 
 Adjusted EBITDA margin                          3.3%      0.5% 
 

For the reconciliation between operating profit, net result and Adjusted EBITDA, refer to note 9.

Revenue

Consolidated revenue for the year ended 30 June 2016 amounted to EUR 9.6 million (2015: EUR 7.7 million). Revenue growth principally comprises increased license and subscriber fees. Fees from professional services relating to project management and implementation services have been somewhat less compared to previous years. Revenue from maintenance and support contracts, as well as call charges for fixed line and mobile, have been relatively stable despite further price reductions.

Gross profit

The Company generated a gross profit of EUR 7.0 million or 72.9% of revenues (2015: EUR 5.8 million or 75.4% of revenues).

Adjusted EBITDA and adjusted EBITDA margin

The adjusted EBITDA margin of the Group was 3.3% (2015: 0.5%). Refer to note 9 for a reconciling table between adjusted EBITDA, operating result and net result.

Bart Weijermars

Chief Executive

 
                                      Notes      2016      2015 
                                              Eur'000   Eur'000 
 
 Continuing Operations 
 Revenue                                  4     9,622     7,651 
 Cost of sales                                (2,599)   (1,882) 
-----------------------------------  ------  --------  -------- 
 Gross profit                                   7,023     5,769 
 Other operating income                  10         -        73 
 Depreciation and amortisation        14,16   (1,411)     (620) 
-----------------------------------  ------  --------  -------- 
 Administrative expenses before 
  redundancy costs, depreciation 
  and amortisation                            (6,835)   (5,614) 
 Redundancy costs                         8     (294)     (327) 
-----------------------------------  ------  --------  -------- 
 Administrative expenses                      (7,129)   (5,941) 
-----------------------------------  ------  --------  -------- 
 Operating loss                               (1,517)     (719) 
 Finance costs                            7     (200)      (49) 
-----------------------------------  ------  --------  -------- 
 Loss before tax                              (1,717)     (768) 
 Tax credit                              11       191       152 
-----------------------------------  ------  --------  -------- 
 Loss for the year from continuing 
  operations                              5   (1,526)     (616) 
-----------------------------------  ------ 
 Basic & diluted earnings 
  per share in euro-cents from 
  continuing operations                  12    (0.54)    (0.27) 
-----------------------------------  ------  --------  -------- 
 
 
                                            2016      2015 
                                         Eur'000   Eur'000 
 
 Loss for the year                       (1,526)     (616) 
--------------------------------------  --------  -------- 
 Other comprehensive income 
  for the year: 
-------------------------------------   --------  -------- 
 Items that may be reclassified 
  subsequently to profit or 
  loss 
 Exchange differences on translation        (10)     (253) 
--------------------------------------  --------  -------- 
 Total comprehensive income 
  for the year attributable 
  to owners of the parent                (1,536)     (869) 
--------------------------------------  --------  -------- 
 
 
                                 Notes      2016      2015 
                                         Eur'000   Eur'000 
 
 Non-current assets 
 Goodwill                         13      17,127    13,726 
 Other intangible 
  assets                          14       4,286     1,805 
 Property, plant and 
  equipment                       16         471       354 
 Deferred tax assets              20           -       270 
                                          21,884    16,155 
 -----------------------------  ------  --------  -------- 
 Current assets 
 Inventories                      18         131        38 
 Trade and other receivables      19       3,922     5,263 
 Cash and cash equivalents                   422       735 
------------------------------  ------            -------- 
                                           4,475     6,036 
 -----------------------------  ------  --------  -------- 
 Total assets                             26,359    22,191 
------------------------------  ------  --------  -------- 
 Non-current liabilities 
 Deferred tax liabilities         20         485       495 
 Bank loans                       22          40        60 
 Other loans                      23       1,539         - 
                                           2,064       555 
 -----------------------------  ------  --------  -------- 
 Current liabilities 
 Trade and other payables         21       5,795     6,577 
 Bank loans                       22         254       255 
 Other loans                      23         161         - 
                                           6,210     6,832 
 -----------------------------  ------  --------  -------- 
 Total liabilities                         8,274     7,387 
------------------------------  ------  --------  -------- 
 
 
                                               2016       2015 
                                   Notes    Eur'000    Eur'000 
 
 Equity attributable to owners 
  of the parent 
 Share capital                        24     19,601     15,415 
 Share premium                               47,379     46,748 
 Merger relief reserve                        1,488      1,488 
 Capital redemption reserve                   6,503      6,503 
 Translation reserve                        (2,343)    (2,333) 
 Own shares                           25    (2,336)    (2,336) 
 Retained deficit                          (52,207)   (50,681) 
 Total equity                                18,085     14,804 
--------------------------------  ------  ---------  --------- 
 Total liabilities and equity                26,359     22,191 
--------------------------------  ------  ---------  --------- 
 
 
                                           Merger      Capital   Share-based 
                        Share     Share    relief   redemption       payment   Translation       Own   Retained 
                      capital   premium   reserve      reserve       reserve       reserve    shares    deficit     Total 
                      Eur'000   Eur'000   Eur'000      Eur'000       Eur'000       Eur'000   Eur'000    Eur'000   Eur'000 
 
 Balance at 1 July 
  2014                 14,181    46,586     1,488        6,503         3,246       (2,080)   (2,336)   (53,311)    14,277 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 
 Nominal value of 
  shares issued         1,234         -         -            -             -             -         -          -     1,234 
 Premium arising on 
  issue of 
  shares                    -       162         -            -             -             -         -          -       162 
 Total transactions 
  with owners, 
  recognised 
  directly in 
  equity                1,234       162         -            -             -             -         -          -     1,396 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 Loss for the year          -         -         -            -             -             -         -      (616)     (616) 
 Other 
  comprehensive 
  income - 
  currency 
  translation 
  differences               -         -         -            -             -         (253)         -          -     (253) 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 Total 
  comprehensive 
  income for 
  the year                  -         -         -            -             -         (253)         -      (616)     (869) 
                                                                              ------------            --------- 
 Reclassification 
  from one caption 
  to another                -         -         -            -       (3,246)             -         -      3,246         - 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 Balance at 30 June 
  2015                 15,415    46,748     1,488        6,503             -       (2,333)   (2,336)   (50,681)    14,804 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 
 Nominal value of 
  shares issued         4,186         -         -            -             -             -         -          -     4,186 
 Premium arising on 
  issue of 
  shares                    -       631         -            -             -             -         -          -       631 
 Total transactions 
  with owners, 
  recognised 
  directly in 
  equity                4,186       631         -            -             -             -         -          -     4,817 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 Loss for the year          -         -         -            -             -             -         -    (1,526)   (1,526) 
 Other 
  comprehensive 
  income - 
  currency 
  translation 
  differences               -         -         -            -             -          (10)         -          -      (10) 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 Total 
  comprehensive 
  income for 
  the year                  -         -         -            -             -          (10)         -    (1,526)   (1,536) 
                                                                              ------------ 
 Balance at 30 June 
  2016                 19,601    47,379     1,488        6,503             -       (2,343)   (2,336)   (52,207)    18,085 
-------------------  --------  --------  --------  -----------  ------------  ------------  --------  ---------  -------- 
 
 
                                          Notes         2016      2015 
                                                     Eur'000   Eur'000 
 
 Net cash used in operating 
  activities                                26       (1,261)     (623) 
-------------------------------------  -----------  --------  -------- 
 Investing activities 
 Acquisition of subsidiaries, 
  net of cash acquired                      15         (143)      (31) 
 Purchase of intangible assets                         (348)      (46) 
 Purchase of property, plant 
  and equipment                             16          (40)     (279) 
 Proceeds from disposal of property, 
  plant and equipment                                      -        97 
 Net cash used in investing 
  activities                                           (531)     (259) 
-------------------------------------  -----------  --------  -------- 
 Financing activities 
 Proceeds on issue of shares                               -       921 
 New borrowings/loans received                  23     2,000       315 
 Interest paid                                         (200)      (33) 
 Repayment of borrowings                    22         (321)     (150) 
 Net cash from financing activities                    1,479     1,053 
-------------------------------------  -----------  --------  -------- 
 Net (decrease)/increase in 
  cash and cash equivalents                            (313)       171 
 Cash and cash equivalents at 
  beginning of year                                      735       564 
 Cash and cash equivalents at 
  end of year                                            422       735 
-------------------------------------  -----------  --------  -------- 
 

Non-cash transactions

The principal non-cash transaction is the issue of shares as consideration for the acquisitions discussed in notes 15 and 24.

   1.         General information 

Artilium plc is a Company incorporated in the United Kingdom. The address of the registered office is given on page 1. The nature of the Group's operations and its principal activities are set out in the Strategic report and Directors' report on pages 5 to 9. The Group's principal place of business is Belgium and the Netherlands. The ultimate parent Company of the Group is Artilium plc.

The consolidated financial statements were authorised for issue by the Board of Directors on 3 November 2016.

Standards adopted early by the Group

The Group has not adopted any standards or interpretations early in either the current or the preceding financial year.

New and amended standards and interpretations

Standards and interpretations effective in the current period but with no significant impact

All new standards and amendments to standards and interpretations effective for annual periods beginning on or after 1 July 2015 are not material to the Group and therefore not applied in preparing these financial statements.

New and amended standards issued but not yet effective for the financial year beginning 1 July 2015 and not early adopted

Standard Effective Date

IAS 1 (Amendments) Presentation of Financial Statements: Disclosure Initiative 1 January 2016

IAS 7 (Amendments) Disclosure Initiative *1 January 2017

IAS 12 (Amendments) Recognition of Deferred Tax *1 January 2017

   IAS 16 (Amendments)      Clarification of Acceptable Methods of Depreciation 1 January 2016 

IAS 27 (Amendments) Separate Financial Statements 1 January 2016

   IAS 38 (Amendments)      Clarification of Acceptable Methods of Amortisation 1 January 2016 

IFRS 9 Financial Instruments *1 January 2018

IFRS 11 (Amendments) Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations 1 January 2016

IFRS 14 Regulatory Deferral Accounts *1 January 2016

IFRS 15 Revenue from Contracts with Customers *1 January 2018

IFRS 16 Leases *1 January 2019

Annual Improvements 2012 - 2014 Cycle 1 January 2016

*Subject to EU endorsement

The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods, except for IFRS 15 which may have an impact on revenue recognition and related disclosures. It is not currently practicable to provide a reliable estimate of the potential effect of IFRS 15 until a detailed review has been undertaken.

Functional and presentation currency

The individual financial statements of each company within the Group is presented in the currency of the primary economic environment in which it operates (its functional currency). The consolidated financial statements are presented in EUR in order to reflect the economic substance the Group operates in (see also accounting policies - Note 2). These financial statements are presented in round thousand Euros.

   2.         Significant accounting policies 

Basis of preparation

The financial statements have been prepared in accordance with IFRSs adopted by the European Union (EU) and the Companies Act 2006 that applies to companies reporting under IFRS as adopted by the EU and IFRIC interpretations.

The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or conformity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The results of the subsidiaries acquired are included in the consolidated income statement from the effective date of acquisition. They are deconsolidated from the date that control ceases.

Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used into line with those used by the Group. Inter-company transactions and balances between group companies are eliminated.

Business combinations

The acquisition of subsidiaries is accounted for using the acquisition method. The consideration of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair value at the acquisition date

Goodwill arising from a business combination is determined as the difference between (I) the consideration transferred plus the amount of any non-controlling interest plus the fair value of any previously held equity interest in the acquiree, and (II) the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss. Expenses incurred as part of a business combination are immediately expensed to the income statement.

Goodwill

Goodwill that arises from the acquisition of subsidiaries is presented as part of non-current assets in the statement of financial position. Goodwill is initially recognised as an asset measured at cost. We refer to the accounting policies about business combinations for further guidance.

Goodwill is not amortised but tested for impairment. For the purpose of this impairment testing, goodwill is allocated to the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.

Revenue from platform services arises from the sale of proprietary software, professional services, the re-sale of third party hardware and software, and after sale maintenance contracts.

Where the outcome of a contract can be estimated reliably, revenue and costs related to the sale of proprietary software and professional services are recognised by reference to the stage of completion on the contract activity at the reporting date. This is measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Sale of third party hardware and software is recognised when the goods are delivered and title has passed.

Maintenance revenue is recognised proportionally over the support term included in the platform contract.

Revenue from the sale of software licences is recognised when the following criteria are met:

   --       persuasive evidence of an arrangement exists; 
   --       delivery has occurred; 
   --       the vendor's fee is fixed or determinable; and 
   --       collectability is probable. 

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

Foreign currencies

The individual financial statements of each Group company is presented in Euro, being the currency of the primary economic environment in which it operates (its functional currency), except for the parent Company and Artilium UK Limited whose functional currency is sterling. The consolidated financial statements are presented in Euro.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income and recognised in the 'Translation Reserve' in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in Other Comprehensive Income and transferred to the Group's translation reserve. Such translation differences are recognised as income or as an expense in the period in which the operation is disposed of.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Group's obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

Taxation

The tax credit represents the sum of current and deferred tax.

The current tax is based on taxable profit or loss for the year. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised on all taxable temporary differences with certain specific exceptions and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. However deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly in other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity, respectively.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases per annum:

   Leasehold improvements                                                    10% 
   Fixtures and equipment                                                      20%-33% 

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant lease.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The Directors consider the reasonableness of the useful economic life and residual value estimates on an annual basis.

Assets under construction

Assets under construction are recognized for all intangible assets which are in process of development. Assets under development are measured at the amount of cash or cash equivalents paid or the fair value of any consideration given during the time of construction. No depreciation is recognized during period of commissioning. Assets under development are impaired whenever there are indications that an impairment loss may have occurred. When the asset is available for use it will be transferred to its appropriate classification, depending on the nature of asset.

Other intangible assets

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and install the specific software. Customer portfolios and computer software acquired in a business combination that qualify for separate recognition are recognised as intangible assets at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in business combinations are reported at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses.

All intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives, as these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing. The following estimated useful lives are applied:

Software: 3 years

Customer portfolios: 5 years

Amortisation has been included within depreciation and amortisation under the heading administrative expenses. Subsequent expenditures on the maintenance of computer software are expensed as incurred. When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.

Impairment of tangible and intangible assets excluding goodwill

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the smallest cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. No reversal of impairment losses took place in the year.

Software development costs

Software development costs are capitalised as an intangible asset included within other intangible assets, provided that the following criteria are demonstrated:

-- the technical feasibility of completing the intangible asset so it will be available for use or sale;

   --      the intention to complete the intangible asset for use or sale; 
   --      the ability to use or sell the intangible asset; 
   --      how the intangible asset will generate future economic benefits; 

-- the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

-- the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The costs are capitalised from the date that the above criteria are satisfied and are amortised once the intangible asset has been completed and either brought into use or released for sale. The costs will be amortised over the expected economic life of the intangible asset being three years, and included within administrative expenses. If the above criteria are not demonstrated the development costs are expensed as they are incurred. In most cases these recognition criteria are not met.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised from the statement of financial position when the Group's contractual rights to the cash flows expire or the Group transfers substantially all the risks and rewards of the financial asset. Financial liabilities are derecognised from the Group's statement of financial position when the obligation specified in the contract is discharged or cancelled or expires.

Financial assets

All financial assets (loans and receivables, trade and other receivables and cash and cash equivalents) are recognised and derecognised on trade date. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned. The purchase or sale of a financial asset is initially measured at fair value, plus transaction costs.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Trade and other receivables

Trade and other receivables are recognised initially at fair value, and are subsequently measured at amortised cost using the effective interest rate method. A provision for impairment is made where there is objective evidence (including customers with financial difficulties or in default on payments) that amounts will not be recovered in accordance with the original terms of the agreement. A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow discounted using the original effective interest rate. The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.

Financial liabilities and equity

Financial liabilities (trade and other payables, bank and other loans) and equity instruments are classified according to the substance of the contractual arrangements entered into. The Group's financial liabilities include borrowings and trade and other payables. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Borrowings

Interest-bearing loans and overdrafts are recorded initially at their fair value, net of direct transaction costs. Such instruments are subsequently carried at their amortised cost and finance charges, including premiums payable on settlement or redemption, are recognised in the income statement over the term of the instrument using an effective rate of interest.

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating the interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Exceptional items

Exceptional items, comprising redundancy costs, are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of expense that have been shown separately due to the significance of their nature or amount.

Equity

Equity reserves comprise:

Share capital

Share capital represents the nominal value of shares that have been issued.

Share premium account

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Merger relief reserve

The merger relief reserve includes any premium on issue of share capital as part or all of the consideration in a business combination, where more than 90% of the issued share capital of the acquiree is obtained.

Capital redemption reserve

On 22 December 2005 the Company bought back all of its issued deferred share capital comprising 900,447 shares with a nominal value of GBP4.99 each for a total consideration of 1 pence. The effect of this transaction was to reduce issued share capital by EUR6,503,000 and create a capital redemption reserve of the same amount.

Share-based payment reserve

The share-based payment transaction reserve is used to recognise the value of equity-settled share-based payment transactions provided to the Directors, including key management personnel, as part of their remuneration. Refer to Note 6 for further details.

Translation reserve

The foreign-currency translation reserve is used to record exchange differences arising from the translation of Sterling GBP for Artilium plc and Artilium Limited to the presentation currency of Euro.

Own shares

Own shares represents the cost of shares in Artilium plc purchased and held by the Artilium plc Employee Benefit Trust to satisfy options and share awards under the Group's Employee Share Schemes.

   3.         Critical accounting judgements and key sources of estimation uncertainty 

Critical judgements in applying the Group's accounting policies

In the process of applying the Group's accounting policies, which are described in Note 2, management has made the following judgements that have a significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Group's future taxable income against which the deferred tax assets can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

Going concern

The directors have adopted the going concern basis in preparing the consolidated financial statements, having carried out a going concern review. Given the nature of the Group and the way in which business is managed, cash flow forecasts have been prepared for both of the Group's three trading companies, Artilium NV, United Telecom NV and Comsys. These forecasts are considered in conjunction for the directors to satisfy themselves that the going concern assumption is appropriate.

United Telecom NV

The directors have prepared and reviewed cash flow forecasts from the date of the accounts approval to the end of December 2017. Due to the nature of the Company's customer base, contracted income and cost base the directors do not consider there to be a material uncertainty in relation to the amount of revenue that the company will generate, or costs that it will incur. This is supported by the historic experience of forecasting within the United Telecom NV business.

Artilium NV

A worst-case scenario cash flow forecast (which represents a significant downgrade compared to internal budgets and targets) has been prepared from the date of the accounts approval to end of December 2017. In carrying out the review the Directors have had to make significant assumptions about the revenue that will be generated to end of December 2017.

The Group has now secured 78% (EUR3,5m) of its expected revenue per the worst case scenario forecast, the remaining revenue for the forecast period is a combination of expected recurring revenue included within concluded contracts and proposals to existing and new customers based on the directors' assessment of the likelihood of winning these on a project by project basis, revenue has only been included in the forecasts where the directors are at least 80% certain that the revenue will be secured. Therefore the directors would like to highlight that 22% (EUR1,0m) of forecast revenue per the worst case scenario is not committed or contracted.

Comsys

The directors have prepared and reviewed cash flow forecasts from the date of the financial statements approval to end of December 2017. The directors do not consider there to be a material uncertainty in relation to the amount of revenue that the company will generate, or costs that it will incur. This is supported by historic data and experience of forecasting within the Comsys business.

The directors consider that the assumptions made are appropriate and are satisfied that the Group is a going concern. The directors monitor the cash position of the business on an ongoing basis and consider the various sources of finance available to the Group; the directors would seek to access these sources of finance as necessary.

Functional currency of parent Company

Management consider that the parent Company operates its own distinct management function, rather than being an extension of the operation of Artilium NV. The parent Company incurs expenses principally in Sterling, and funding raised by the Company to fund the Group's operations is primarily generated in Sterling. Management therefore consider the functional currency of the parent Company to be Sterling.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Carrying value of long-term assets

The Directors have carried out impairment tests on the carrying value of the Group's intangible assets and goodwill and concluded that these assets are not impaired. In arriving at this conclusion the Directors have used value-in-use calculations and made assumptions about revenue and gross margins in the near and longer term, together with the discount rate (notes 13 and 14).

Management has considered the recoverability of its internally generated intangible 'assets under construction' which are included in the Statement of Financial Position at EUR331,000. The development projects continue to progress in a satisfactory manner and management expects future anticipated revenues to exceed the carrying value and costs of completion.

Allowance for doubtful debts

The Directors have carried out an assessment on the recoverability of trade receivables and concluded on a value of the provision required. In arriving at this conclusion the Directors have used their knowledge of their customer base, the market condition and the age of the outstanding receivables.

Estimated value and life of intangible assets acquired in a business combination (note 15)

Useful lives are based on industry standards and historical experience which are subjected to yearly evaluation. Management review other intangible assets at each reporting date to determine whether there are any indications of impairment. If any such indication exists, an estimate of the recoverable amount is performed, and an impairment loss is recognised to the extent that the carrying amount exceeds the recoverable amount. The Directors have reviewed the estimated value and do not consider any impairment to be necessary.

   4.         Segmental information 

Segment reporting

The Group identifies three reportable segments with different economic characteristics. The three reportable segments reflect the level at which the Group's Chief Operating Decision Maker ("CODM") reviews the financial performance of the business and makes decisions about the allocation of resources and other operational matters. The reportable segments are equal to the operating segments.

The three reportable segments "Artilium", "United Telecom" and "Comsys" correspond with the three trading activities of the Group.

Artilium provides advanced mobile telecommunications software to network operators and enablers (managed services providers, systems integrators etc). Its core product is its ARTA Mobile Applications Platform which enables network operators to open networks to third party developers and launch new services which feature elements from the telecoms and web environments.

The business of United Telecom consists of rendering telecom services to the Belgium corporate and consumer market as well as the development and sale of advanced "carrier grade" shared services for telecom service providers (including fixed, mobile and VOIP).

Comsys is a specialist in interactive telephony services and provides telecommunication products, solutions and hosted services in the converging arena of IN, 3G, SIP and VoIP networks for mobile and fixed line telephone operators, MVNOs and contact centres.

In line with the Group's internal reporting framework and management structure, the key strategic and operating decisions are made by the Board of Directors which is considered to be the CODM. The CODM reviews on a regular basis the following financial key data of each segment:

   --      Revenue; 

-- Recurring adjusted EBITDA = Operating result before depreciation, amortization, impairment of assets and non-recurring expenses;

   --      Recurring EBIT = Operating result before interests and taxes less non-recurring expenses; 
   --      Non-recurring items; 
   --      Segment profit/loss. 

The accounting principles applied to the operating segments are the same as those described in note 2.

An analysis of the Group's result is as follows:

Refer to note 9 for a reconciliation of the operating result and net result to the adjusted EBITDA and above for the definition of the adjusted EBITDA.

Refer to 'Principal activities' within the strategic report for a description of revenue by type.

 
                               Artilium         United Telecom     Comsys          Total 
                              2016      2015      2016      2015      2016      2016      2015 
                           Eur'000   Eur'000   Eur'000   Eur'000   Eur'000   Eur'000   Eur'000 
                          --------  --------  --------  --------  --------  --------  -------- 
 Revenue                     3,881     4,276     4,108     3,374     1,633     9,622     7,650 
 
 Adjusted EBITDA               119      (93)     (143)       128       336       312        35 
 Depreciation, 
  amortisation 
  and impairments            (161)      (67)     (792)     (504)     (583)   (1,536)     (571) 
 
 Recurring EBIT               (42)     (160)     (935)     (376)     (247)   (1,224)     (536) 
 
 Non-recurring 
  items                      (172)     (267)     (122)      (60)         -     (294)     (327) 
 Redundancy 
  costs                      (172)     (267)     (122)      (60)         -     (294)     (327) 
 
 EBIT                        (214)     (427)   (1,057)     (436)     (247)   (1,518)     (863) 
 
 Interest expense/other 
  finance expense             (69)      (44)      (69)       (4)      (62)     (200)      (48) 
 Other finance 
  expense including 
  exchange differences           -       143         -         -         -         -       143 
 Income tax                      -       (8)        94       160        97       191       152 
 
 Segment loss                (283)     (336)   (1,032)     (280)     (212)   (1,526)     (616) 
------------------------  --------  --------  --------  --------  --------  --------  -------- 
 

An analysis of the Group's assets and liabilities is as follows:

 
                                 Artilium          United       Comsys        Total 
                                                   Telecom 
                                2016     2015    2016    2015     2016     2016     2015 
                             -------  -------  ------  ------  -------  -------  ------- 
 Total segment assets 
  (Eur'000)                   19,231   16,012     796   6,179    6,332   26,359   22,191 
 Total segment liabilities 
  (Eur'000)                    3,288    5,550   3,112   1,837    1,874    8,274    7,387 
---------------------------  -------  -------  ------  ------  -------  -------  ------- 
 

All assets and liabilities of the Group are allocated to the operating segments. Segment assets and liabilities are presented before intersegment balances. Intersegment sales and transfers are registered at arm's length as if the sales and transfers were executed with third parties.

Geographical information

The Group revenue and location of non-current assets is derived from and located in mainland Europe. An analysis by geographical destination is as follows:

 
                                2016                     2015 
              Revenues   Non-current   Revenues   Non-current 
                              assets                   assets 
               Eur'000       Eur'000    Eur'000       Eur'000 
-----------  ---------  ------------  ---------  ------------ 
 Belgium         7,182         5,167      6,950         5,584 
 UK                  -        10,571          -        10,571 
 Holland         2,430         6,146        635             - 
 Germany             -             -         16             - 
 India               2             -          3             - 
 Hong Kong           8             -          8             - 
 Total           9,622        21,884      7,612        16,155 
-----------  ---------  ------------  ---------  ------------ 
 

Information about major customers

25% of the consolidated revenue is generated by sales to an external customer within the segment "Artilium" (25% for the year ended 30 June 2015). There are no other sales to single external customers exceeding 10% of the consolidated revenue.

   5.         Operating loss 

Loss for the year has been arrived at after charging/(crediting):

 
                                   2016      2015 
                                Eur'000   Eur'000 
----------------------------   --------  -------- 
 Net foreign exchange 
  (gains)/losses                      -     (143) 
 Operating lease rentals 
  - land and buildings 
  & other                           678       533 
 Depreciation of property, 
  plant and equipment               114        79 
 Amortisation of intangible 
  assets                          1,297       541 
 Staff costs                      4,026     3,616 
 Employee benefits                   67        72 
 

Reconciliation of operating loss before redundancy costs is provided below:

 
                              2016      2015 
                           Eur'000   Eur'000 
 
 Operating loss            (1,517)     (719) 
 Redundancy costs              294       327 
 Operating loss before 
  redundancy costs         (1,223)     (392) 
------------------------  --------  -------- 
 

A detailed analysis of auditors' remuneration on a worldwide basis is provided below:

 
                                                   2016      2015 
                                                Eur'000   Eur'000 
 
 
 - Fees payable to the Company's 
  auditors and its associates for 
  the audit of the Company and consolidated 
  annual financial statements                        42        64 
 - the audit of the Company's subsidiaries 
  pursuant to legislation                            45        38 
 Total audit fees                                    87       102 
---------------------------------------------  --------  -------- 
 - Other services (*)                                22        31 
 Total non-audit fees                                22        31 
---------------------------------------------  --------  -------- 
 

(*) Other services are comprised of the auditor's review of the half-yearly interim financial information.

   6.         Staff costs 

The average monthly number of employees was:

 
                                       2016      2015 
                                     Number    Number 
-------------------------------- 
 Administrative and development          69        57 
---------------------------------  --------  -------- 
                                    Eur'000   Eur'000 
 Their aggregate remuneration 
  comprised: 
 Wages and salaries                   3,179     2,753 
 Social security costs                  741       768 
 Employee benefits                       67        72 
 Other pension costs                    106        95 
 Total included within 
  administrative expenses             4,093     3,688 
---------------------------------  --------  -------- 
 

Remuneration of directors

The remuneration of directors is EUR0.3 million (2015: EUR 0.3 million). Refer to page 14. The only key management personnel are the directors.

   7.         Finance costs 
 
                                 2016      2015 
                              Eur'000   Eur'000 
 
 Interest on bank loans            16         9 
 Interest on other loans 
  and other finance costs         184        40 
                                  200        49 
 --------------------------  --------  -------- 
 
   8.         Redundancy costs 
 
                         2016      2015 
                      Eur'000   Eur'000 
 
 Redundancy costs         294       327 
                          294       327 
 ------------------  --------  -------- 
 

The redundancy costs for the years ended 30 June 2016 and 2015 relates to severance packages for personnel and contractors that were made redundant, or have had the terms of their redundancy communicated to them.

   9.         Reconciling table net result, operating result-adjusted EBITDA 
 
                                         2016      2015 
                                      Eur'000   Eur'000 
 
 Loss for the year from continuing 
  operations                          (1,526)     (616) 
 Tax credit                             (191)     (152) 
 Finance costs                            200        49 
 Operating loss                       (1,517)     (719) 
 Redundancy costs                         294       327 
 Depreciation and amortisation          1,411       570 
 Impairment of receivables                125         - 
 Exchange differences                       -     (143) 
-----------------------------------  --------  -------- 
 Adjusted EBITDA                          313        35 
-----------------------------------  --------  -------- 
 

Artilium defines adjusted EBITDA as operating result before interests, exchange result, taxes, depreciation and impairments of property, plant and equipment and client's receivables and amortization and impairments of intangible assets.

   10.       Other operating income 
 
                                2016      2015 
                             Eur'000   Eur'000 
 Other operating income 
  - net                            -        73 
                                   -        73 
  ----------------------------------  -------- 
 

Other operating income in prior year related mainly to the write off of old balances in accordance with Belgian law, held within the accounts receivable and accounts payable ledger of United Telecom NV and dated prior to 2013.

   11.       Tax 
 
                                    2016      2015 
                                 Eur'000   Eur'000 
 Analysis of taxation credit 
  for the year: 
 Current tax: 
 UK tax                                -         - 
 Overseas tax                          -         - 
 Total current tax                     -         - 
-----------------------------   --------  -------- 
 Deferred tax: 
 Origination and reversal 
  of temporary differences           296       152 
 Write-off deferred tax            (105)         - 
  asset on fiscal losses 
  carried forward 
 Total deferred tax                  191       152 
------------------------------  --------  -------- 
 Total taxation credit 
  in the income statement            191       152 
------------------------------  --------  -------- 
 

The credit for the year can be reconciled to the loss per the income statement as follows:

 
                                             2016      2015 
                                          Eur'000   Eur'000 
 
 Loss before tax from continuing 
  operations                              (1,717)     (768) 
 
 Tax credit at domestic rates 
  applicable to losses of taxable 
  entities in the countries concerned       (104)     (254) 
 Effects of: 
 Expenses not deductible for 
  tax purposes                                 45        66 
 Tax losses brought forward utilised 
  in the year                               (857)     (332) 
 Tax losses carried forward unutilised 
  in the year                                 916       520 
---------------------------------------  -------- 
 Tax credit for current tax                     -         - 
---------------------------------------  --------  -------- 
 Movement in deferred tax                   (191)     (152) 
---------------------------------------  --------  -------- 
 Total taxation credit                      (191)     (152) 
---------------------------------------  --------  -------- 
 

The weighted average applicable tax rate was 6% (2015: 33%). The decrease is caused by the profitability of certain acquired subsidiaries during the year, giving rise to taxable profits, and offsetting the loss making entities.

Future

Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and to 20% (effective from 1 April 2015) were substantively enacted. The UK corporation tax rate will reduce to 19% from 1 April 2017 and to 17% from 1 April 2020. The change in UK's corporate tax rate has no effect on any recognized deferred tax asset or liability.

   12.       Earnings per share 
 
                                                2016          2015 
                                             Eur'000       Eur'000 
 
 Loss from continuing operations 
  for the purposes of basic & diluted 
  loss per share being net losses 
  attributable to equity holders of 
  the parent                                 (1,526)         (616) 
 
 
                                                 No.           No. 
--------------------------------------  ------------  ------------ 
 Number of shares 
 Weighted average number of ordinary 
  shares 
 for the purposes of basic & diluted 
  loss per share                         282,348,087   228,658,004 
--------------------------------------  ------------  ------------ 
 

The weighted average number of ordinary shares is calculated as follows:

 
 Issued ordinary shares                      2016      2015 
                                          No.'000   No.'000 
 
 Start of period                          228,658   218,608 
 Effect of shares issued in prior 
  period                                    7,458       317 
 Effect of shares issued in the period     46,232     9,733 
 Accumulated weighted average basic 
  and diluted number of shares            282,348   228,658 
 

Basic and diluted earnings per share is calculated as follows:

 
 Loss for the year attributable to 
  the equity shareholders of the Company 
  (Eur'000)                                 (1,526)    (616) 
 Basic and diluted loss per share 
  (Euro cent)                                (0.54)   (0.27) 
 

Refer to note 15 regarding details of the future potential issue of dilutive shares in connection with the acquisition of Comsys.

   13.       Goodwill 
 
                                    Eur'000 
 
 Cost 
 At 1 July 2014                      13,726 
 At 30 June 2015                     13,726 
---------------------------------  -------- 
 Carrying amount 
 At 1 July 2015                      13,726 
 Acquisitions through business 
  combinations (note 15)              3,401 
 At 30 June 2016                     17,127 
---------------------------------  -------- 
 

No goodwill is expected to be deductible for tax purposes.

The goodwill balance is allocated to the cash-generating units United Telecom (EUR3.1 million), Artilium (EUR10.6 million) and Comsys (including Livecom International) (EUR3.4 million).

The Directors have carried out impairment tests on the carrying value of the Group's intangible assets and goodwill and concluded that these assets are not impaired. In arriving at this conclusion the Directors have used value-in-use calculations and made assumptions about revenue and gross margins in the near and longer term. The Directors consider that the assumptions made are appropriate and are satisfied that the Group's non-current assets are not impaired.

Allocation of goodwill to cash-generating units

For the purpose of impairment testing the Group as a whole is considered as three cash-generating units because of the way it is structured, managed and measured by management. The Group tests goodwill and other intangible assets annually for impairment or more frequently if there are indications that it might be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is initially allocated to reduce the carrying amount of any goodwill. The cash generating units are Artilium NV, United Telecom NV and Comsys.

Artilium NV

Cash flows for the impairment tests have been formally forecast and management approved for five years and a terminal value has been calculated for the years beyond that. The terminal value is based on the average over the five year net cash flow forecast to perpetuity using a pre-tax discount rate of 16.0 % (2015: 18.57%), which is considered appropriate for the Company. The discount rate would need to increase to more than 18.9% for the goodwill to be impaired. The growth rate factor used in perpetuity in the discounted cash flow model is estimated to be 2.5% (2015:2.5%) in line with long-term forecasts for economic growth expected in Belgium, which is the company's principal market. The sales growth rate used during the five year forecast is estimated to be 5%-10% per annum (2015:5%-10%) based on management's best estimate of the market opportunities and the existing pipeline opportunities. Based on these assumptions the recoverable amount exceeds the carrying amount by EUR2.8 million (2015: EUR2.7 million). If the net present value of forecast future cash flows decreased by 21% the recoverable amount will be less than the carrying amount. The headroom is sensitive to reasonably possible changes in the key assumptions.

The Group's cost base is forecast to increase at the rate of 2% (2015:2%) per annum for the five year forecast period. This is based on management's historic experience of cost increases, and the forecast increases in revenue.

United Telecom NV

The goodwill arising on acquisition of United Telecom on 27 June 2012 amounts to EUR3.155 million and was tested for impairment. Cash flows for the acquired business, for the purpose of the impairment test, have been formally forecast and management approved for five years and a terminal value has been calculated for the years beyond that. The terminal value is based on the average over the five year net cash-flow forecast for perpetuity using a pre-tax discount rate of 16.0% (2015:22.67%) which is considered appropriate for the company. The discount rate would need to increase to more than 17.4% for the goodwill to be impaired. The growth rate factor used in perpetuity in the discounted cash flow model is estimated to be 2.5% in line with long-term forecasts for economic growth expected in Belgium as this is the company's principal market. The sales growth rate used during the five year forecast is estimated to be 3% - 11% per annum based on management's best estimate of the market opportunities. Based on these assumptions the recoverable amount exceeds the carrying amount of the goodwill and identified intangible assets by EUR0.4 million. If the net present value of forecast future cash flows decreased by 9.7% the recoverable amount will be less than the carrying amount. The headroom is sensitive to reasonably possible changes in the key assumptions.

Comsys

The goodwill arising on acquisition of Comsys on 25 September 2015 and Livecom on 1 January 2016 amounts to EUR3.4 million and was tested for impairment. Cash flows for the acquired business, for the purpose of impairment test, have been formally forecast and management approved for five years and a terminal value has been calculated for the years beyond that. The terminal value is based on the average over the five year net cash-flow forecast for perpetuity using a pre-tax discount rate of 16.0% which is considered appropriate for the company. The growth rate factor used in perpetuity in the discounted cash flow model is estimated to be 2.5% in line with long-term forecasts for economic growth expected in the Netherlands, which is the company's principal market. The sales growth rate used during the five year forecast is estimated to be 3% - 11% per annum based on management's best estimate of the market opportunities. Based on these assumptions the recoverable amount exceeds the carrying amount of the goodwill and identified intangible assets by EUR0.5 million. The headroom is sensitive to reasonably possible changes in the key assumptions.

   14.       Other intangible assets 
 
                                  Assets   Telecommunications     Customer       Other     Total 
                                   under             software    portfolio    software 
                            construction             platform 
                                 Eur'000              Eur'000      Eur'000     Eur'000   Eur'000 
 
 Cost 
 At 1 July 
  2014                               285                5,040        2,729          80     8,134 
 Additions                            46                    -            -           -        46 
 Acquired through 
  business combinations                -                    -          477           -       477 
 
 At 30 June 
  2015                               331                5,040        3,206          80     8,657 
 Acquired through 
  business combinations 
  (note 15)                            -                    -        1,647       1,404     3,051 
 Asset acquisitions                    -                    -          519         207       726 
 At 30 June 
  2016                               331                5,040        5,372       1,691    12,434 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 Amortisation 
 At 1 July 
  2014                                 -                5,040        1,230          41     6,311 
 Charge in 
  period                               -                    -          523          18       541 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 At 30 June 
  2015                                 -                5,040        1,753          59     6,852 
 Charge in 
  period                               -                    -          962         335     1,297 
 At 30 June 
  2016                                 -                5,040        2,715         394     8,149 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 Carrying amount 
 At 30 June 
  2016                               331                    -        2,657       1,297     4,285 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 At 30 June 
  2015                               331                    -        1,453          21     1,805 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 At 1 July 
  2014                               285                    -        1,499          39     1,823 
------------------------  --------------  -------------------  -----------  ----------  -------- 
 
   15.       Business Combinations 

Talking Sense BVBA

On 1 July 2015 Artilium plc acquired 100% of the share capital of Talking Sense BVBA and thereby obtained 100% of the voting power. Talking Sense BVBA is a Belgian voice over internet protocol ("VoIP") telecom operator.

The following summarises the details about the acquisition.

Consideration transferred

 
                            Eur'000 
 Settlement in equity 
  instruments                    80 
 Total consideration             80 
-------------------------  -------- 
 
 

The acquisition cost of Talking Sense BVBA of EUR0.08 million was settled by the issuance of 939,243 new ordinary shares at 6.0 pence per share, being the market share price on the acquisition date.

Valuation of customer base

On acquisition of Talking Sense BVBA customer lists with a fair value of EUR0.1 million were identified and separately recognised. The fair value of the customer lists was calculated using a value in use calculation based on cash flows directly associated with the customer base as at the date of acquisition. Cash flows from the customer lists were forecast for a period of five years with a 10% reduction in the customer base each year, which has been determined to be consistent with other similar entities in the industry. A pre-tax discount rate of 16% has then been applied to determine the fair value of the customer list acquired.

Assets acquired and liabilities recognized at date of acquisition

 
                                  Eur'000 
----------------------------     -------- 
 Intangible 
 assets customer 
 portfolio                            110 
----------------------------     -------- 
 Total non-current 
  assets                              110 
-----------------------------    -------- 
 
 Trade and other 
  receivables                           6 
 Cash and cash equivalents              4 
----------------------------- 
 Total current 
  assets                               10 
----------------------------     -------- 
 
 Deferred tax liabilities            (40) 
----------------------------- 
 Total non-current 
  liabilities                        (40) 
-----------------------------    -------- 
 
 Identifiable net 
  assets                               80 
-----------------------------    -------- 
 

Goodwill arising on acquisition

 
                                       Eur'000 
 Consideration 
  transferred                               80 
 Less fair value of identifiable 
  net assets acquired                     (80) 
 Goodwill arising on 
  acquisition                                - 
----------------------------------   --------- 
 

The revenue included in the consolidated income statement since 1 July 2015 contributed by Talking Sense BVBA was EUR78,000. Talking Sense BVBA incurred a loss of EUR14,000 over the same period.

Comsys Telecom and Media BV, Comsys Connect BV and Portalis BV ("Comsys")

On 25 September 2015 Artilium plc acquired 100% of the share capital of Comsys Telecom & Media BV, Comsys Connect BV and Portalis BV and thereby obtained 100% of the voting power. Comsys is a Dutch specialist in interactive telephony services in the converging arena of IN, 3G, SIP and VoIP networks for mobile and fixed line telephone operators, MVNO's and contact centers.

The following summarises the details about the acquisition.

Consideration transferred

 
                            Eur'000 
 Settlement in equity 
  instruments                 4,625 
 Total consideration          4,625 
-------------------------  -------- 
 
 

The acquisition of Comsys was settled as follows: EUR4.6 million was settled by the issuance of 59,332,460 new ordinary shares at 5.75 pence per share, being the market share price on the acquisition date. Under the terms of the sale and purchase agreement, additional shares up to a maximum of 41,896,673 ordinary shares will be issued to the vendors, dependent upon Comsys achieving certain revenue and gross margin targets over the next 3 financial years. No liability has been recognised in the financial statements in respect of these contingent additional shares on the basis that the targets were not expected to be met at the date of acquisition.

Valuation of customer base and acquired software

On acquisition of Comsys, customer lists with a fair value of EUR1.537 million were identified and separately recognised. The fair value of the customer lists was calculated using value in use calculation based on cash flows directly associated with the customer base as at the date of acquisition. Cash flows from the customer lists were forecast for a period of five years with a 20% reduction in the customer base each year, which has been determined to be consistent with other similar entities in the industry. A pre-tax discount rate of 15% has been applied to determine the fair value of the customer list acquired.

Software with a fair value of EUR1.25 million was identified and separately recognised. The fair value of the acquired software was calculated on an estimated replacement cost basis.

Assets acquired and liabilities recognized at date of acquisition

 
                                  Eur'000 
 Intangible assets customer 
  portfolio                         1,537 
 Intangible assets software         1,250 
 Property, plant and equipment        190 
 Deferred tax asset                   302 
 Financial assets                      98 
------------------------------- 
 Total non-current assets           3,377 
-------------------------------  -------- 
 
 Inventories                           53 
 Trade and other receivables          325 
 Cash and cash equivalents             44 
------------------------------- 
 Total current assets                 422 
-------------------------------  -------- 
 
 Deferred tax liabilities           (697) 
------------------------------- 
 Total non-current liabilities      (697) 
-------------------------------  -------- 
 
 Trade and other payables         (1,528) 
 Total current liabilities        (1,528) 
-------------------------------  -------- 
 
 Identifiable net assets            1,574 
-------------------------------  -------- 
 

Goodwill arising on acquisition

 
                                        Eur'000 
 Consideration 
  transferred                             4,625 
 Less fair value identifiable 
  net assets acquired                   (1,574) 
 Goodwill arising on 
  acquisition                             3,051 
-------------------------------   ------------- 
 

The goodwill is attributable to gaining instant access to this market and to the expertise of the existing workforce. The revenue included in the consolidated income statement since 25 September 2015 contributed by Comsys was EUR1,258,000. Comsys also contributed a loss of EUR302,000 over the same period. [please check these numbers as they differ from the segmental reporting in note 5]

Livecom International BV

On 10 February 2016 Artilium plc acquired 100% of the share capital of Livecom International BV ("Livecom") and thereby obtained 100% of the voting power. Livecom is a specialist in customer interaction management, providing a single web application that handles all customer contacts via chat, e-mail, voice as well as an expert knowledge base.

The following summarizes the details about the acquisition.

Consideration transferred

 
                            Eur'000 
 Settlement in cash             450 
 Settlement in equity 
  instruments                    62 
 Total consideration            512 
-------------------------  -------- 
 
 

The acquisition of Livecom was settled as follows: EUR0.45 million was settled in cash, EUR0.06 million was settled with the issuance of 880,460 new ordinary shares at 5.38 pence per share.

Assets acquired and liabilities recognized at date of acquisition

 
                                  Eur'000 
----------------------------     -------- 
 Intangible assets 
 software                             154 
----------------------------     -------- 
 Total non-current 
  assets                              154 
-----------------------------    -------- 
 
 Trade and other 
  receivables                         140 
 Cash and cash equivalents            260 
----------------------------- 
 Total current 
  assets                              400 
----------------------------     -------- 
 
 Deferred tax liabilities            (40) 
----------------------------- 
 Total non-current 
  liabilities                        (40) 
-----------------------------    -------- 
 
 Trade and other 
  payables                          (352) 
 Total current liabilities          (352) 
-----------------------------    -------- 
 
 Identifiable net 
  assets                              162 
-----------------------------    -------- 
 

Goodwill arising on acquisition

 
                                         Eur'000 
 Consideration transferred                   512 
 Less fair value of identifiable 
  net assets acquired                      (162) 
 Goodwill arising on acquisition             350 
----------------------------------   ----------- 
 

The revenue included in the consolidated income statement since 10 February 2016 contributed by Livecom was EUR375,000. Livecom also contributed a profit of EUR90,000 over the same period.

   16.       Property, Plant and Equipment 
 
                                              Fixtures 
                                 Leasehold         and 
                              improvements   equipment     Total 
                                   Eur'000     Eur'000   Eur'000 
 
 Cost 
 At 1 July 2014                         73         581       654 
 Additions                              25         254       279 
 Acquired through business 
  combinations                           -          12        12 
 Disposals                               -       (127)     (127) 
 At 30 June 2015                        98         720       818 
 Additions                               -          40        40 
 Acquired through business 
  combinations (note 15)                 -         190       190 
 At 30 June 2016                        98         950     1,048 
---------------------------  -------------  ----------  -------- 
 Accumulated depreciation 
 At 1 July 2014                         54         360       414 
 Disposals                               -        (30)      (30) 
 Charge for the year                     2          77        79 
 At 30 June 2015                        56         407       463 
 Charge for the year                    22          92       114 
 At 30 June 2016                        78         499       577 
---------------------------  -------------  ----------  -------- 
 Carrying amount 
 At 30 June 2016                        20         451       471 
 At 30 June 2015                        42         331       355 
---------------------------  -------------  ----------  -------- 
 At 1 July 2014                         19         221       240 
---------------------------  -------------  ----------  -------- 
 

There were no impairment charges for the 2016 and 2015 financial years.

   17.       Subsidiaries 

Details of the Company's subsidiaries at 30 June 2016 are as follows:

 
 
                                   Place of      Proportion            Method   Principal 
                              incorporation    of ownership           used to    activity 
                                  ownership        interest           account 
                          (or registration)      and voting    for investment 
                              and operation           power 
                                                       held 
 
 Artilium N.V                       Belgium            100%       Acquisition     Telecom 
                                                                   accounting 
 United Telecom                     Belgium            100%       Acquisition     Telecom 
  N.V                                                              accounting 
 Speak Up BVBA                      Belgium            100%       Acquisition     Telecom 
                                                                   accounting 
 Talking Sense                      Belgium            100%       Acquisition     Telecom 
  BVBA                                                             accounting 
 Artilium UK Limited                     UK            100%       Acquisition     Telecom 
                                                                   accounting 
 Artilium Trustee                        UK            100%       Acquisition     Dormant 
  Company Limited                                                  accounting 
 Comsys Telecom             The Netherlands            100%       Acquisition     Telecom 
  & Media BV                                                       Accounting 
 Comsys Connect             The Netherlands            100%       Acquisition     Telecom 
  BV                                                               accounting 
 Portalis BV                The Netherlands            100%       Acquisition     Telecom 
                                                                   accounting 
 Livecom International      The Netherlands            100%       Acquisition     Telecom 
  BV                                                               accounting 
 Comsys Connect                     Germany            100%       Acquisition     Telecom 
  GMBH                                                             accounting 
 Comsys Connect                 Switzerland            100%       Acquisition     Telecom 
  AG                                                               accounting 
 United Telecom             The Netherlands            100%       Acquisition     Telecom 
  BV                                                               accounting 
 
 

Unless otherwise stated all ownership relates to ordinary share capital.

   18.       Inventories 
 
                        2016      2015 
                     Eur'000   Eur'000 
 
 Goods for resale        131        38 
------------------  --------  -------- 
 

Inventories consist of Aculab boards and mobile simcards for resale to clients. The value of the inventories is based on the cost of purchase excluding VAT and stated at the lower of cost and resale value.

   19.       Trade and other receivables 
 
                                     2016      2015 
                                  Eur'000   Eur'000 
 
 Amounts receivable for the 
  sale of goods and services        4,206     5,838 
 Allowance for doubtful debts     (1,136)   (1,128) 
-------------------------------  --------  -------- 
                                    3,070     4,710 
 Other receivables                    120       124 
 Prepayments and accrued 
  income                              732       429 
                                    3,922     5,263 
 ------------------------------  --------  -------- 
 

Amounts receivable for the sale of goods and services are all denominated in Euros.

The Directors consider that the carrying amount of trade and other receivables above approximates to their fair value. The average credit period taken on sales of goods is 53 days (2015: 65 days). No interest is charged on receivables.

Included within trade and other receivables is an amount of EUR335,000 (2015: EUR279,000) in respect of amounts that were past due at 30 June, but not impaired. The Group believes that the balances are ultimately recoverable based on a review of past payment history and the credit quality of those customers.

The ageing analysis of past due but not impaired receivables are shown below:

 
                           2016      2015 
                        Eur'000   Eur'000 
 
 Up to three months         335       279 
---------------------  --------  -------- 
 

The Group holds no collateral against these receivables at the reporting date.

As at 30 June 2016 EUR1,136,000 of trade receivables were impaired (2015: EUR1,128,000). This allowance is specific and has been determined by reference to the age of the debt or where amounts are in dispute on a customer by customer basis. To the extent they have not been specifically provided against, the trade receivables are considered to be of sound credit rating. The ageing analysis of the allowance for doubtful debts is as follows:

 
                              2016      2015 
                           Eur'000   Eur'000 
 
 Up to three months              -         - 
 Up to six months                -         - 
 Older than six months       1,136     1,128 
                             1,136     1,128 
 -----------------------  --------  -------- 
 

Movement in the Group's allowance for doubtful debt is as follows:

 
                                       2016      2015 
                                    Eur'000   Eur'000 
 
 Opening balance as at 
  1 July                              1,128     1,182 
 Usage for allowance for 
  doubtful debt                        (25)      (63) 
 Receivables provided 
  for during the year                    28         9 
 Doubtful debt acquired                   3         - 
  through business combinations 
 Closing balance as at 
  30 June                             1,136     1,128 
---------------------------------  --------  -------- 
 

The Group holds no collateral against these receivables at the reporting date.

   20.       Deferred tax 

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.

 
                                               Total 
                                             Eur'000 
 
 At 1 July 2014                                (227) 
 Credit to income statement                      164 
 Acquired through business combinations        (162) 
------------------------------------------  -------- 
 At 30 June 2015                               (225) 
 Acquired through business combinations 
  - liabilities                                (777) 
 Acquired through business combinations 
  - assets                                       302 
 Credit to income statement                      191 
 Other movement                                   24 
 At 30 June 2016                               (485) 
------------------------------------------  -------- 
 
 
                                           2016          2015 
                                        Eur'000       Eur'000 
 
 Timing differences                        (10)         (333) 
-------------------------------------  --------  ------------ 
 Fair value adjustments on business 
  combinations intangible assets          (475)         (162) 
-------------------------------------  --------  ------------ 
 Total deferred tax liability             (485)         (495) 
-------------------------------------  --------  ------------ 
 Deferred tax asset                           -           270 
-------------------------------------  --------  ------------ 
 Total deferred tax asset                     -           270 
                                          (485)         (225) 
-------------------------------------  --------  ------------ 
 

At the reporting date, the Group has UK unused tax losses of approximately EUR15,740,000 (2015: EUR13,132,000). No deferred tax asset has been recognised in respect of these items due to insufficient evidence of future available profits in the immediate future in the UK. The value of the deferred tax asset not recognized on the tax losses is EUR3,148,000 (2015: EUR2,626,000).

At the reporting date, the Group has Belgium tax losses carried forward of approximately EUR9,023,000 (2015: EUR10,389,000). No deferred tax asset has been recognised in respect of this due to insufficient evidence of future available profits in the immediate future. The value of the deferred tax asset not recognized on the tax losses is EUR3,067,000 (2015: EUR3,531,000).

The Company acquired Comsys on 1 October 2015. The tax losses carried forward at the end of June 2016 amount to approximately EUR357,000. No deferred tax asset has been recognised. The value of the deferred tax asset not recognized on the tax losses is EUR89,000.

Deferred tax liabilities of EUR415,000 (2015: EUR495,000) relate to intangible assets (customer portfolio) through a business combination in 2015 (Comsys) for a net amount of EUR321,000 at the end of June 2016, and to the net amount of the deferred tax liability of EUR36,000 recognized on the software and customer portfolio from the Livecom acquisition in January 2016. The remaining part relates intangible assets (customer portfolio) through a business combination in 2012 (United Telecom) and to the deferred tax liability recognized on the customer portfolio from the SpeakUp acquisition in June 2015.

   21.       Trade and other payables 
 
                         2016      2015 
                      Eur'000   Eur'000 
 
 Trade payables         1,916     1,514 
 Accruals                 298       168 
 Other payables         1,072       693 
 Deferred income        2,509     4,202 
                        5,795     6,577 
  -----------------  --------  -------- 
 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying amount of trade payables approximates to their fair value.

   22.       Bank Loans 
 
                             2016      2015 
                          Eur'000   Eur'000 
 
 Due within one year          254       255 
 Due after more than 
  one year                     40        60 
                              294       315 
  ---------------------  --------  -------- 
 

The different bank loans are mainly secured on the trade receivables of the Group. Two unsecured loans with an outstanding amount of EUR80,000 and EUR150,000 are repayable in 12 months on a monthly basis. Interest rates are fixed at 2.59% and 2.37% per annum respectively and are market conforming. The carrying amount approximates to fair values because of the short maturity of these loans. The third bank loan with a principal of EUR85,000 is repayable in 48 months on a monthly basis. The interest rate is fixed at 2.43% per annum.

   23.       Other loans 
 
                             2016      2015 
                          Eur'000   Eur'000 
 
 Due within one year          161         - 
 Due after more than 
  one year                  1,539        60 
                            1,700         - 
  ---------------------  --------  -------- 
 

Other loans comprise loans from third parties at interest rates of between 7.5% and 8% and are repayable as follow:

EUR161,000 (repayable within one year)

EUR400,000 (repayable August 2018)

EUR300,000 (repayable March 2018)

EUR100,000 (repayable May 2018)

EUR739,000 (repayable between 2 to 5 years at EUR161,000 per annum)

   24.       Share capital 
 
                                           2016       2015 
                                        Eur'000    Eur'000 
 
 Fully paid ordinary shares: 
 Authorised: 
 300,000,002 (2015: 300,000,002) 
  ordinary shares of 5p each             18,523     18,523 
-------------------------------------  --------  --------- 
 Issued and fully paid: 
 297,853,104 (2015: 236,115,941) 
  ordinary shares of 5p each             19,601     15,415 
-------------------------------------  --------  --------- 
 Deferred ordinary shares: 
 Authorised: 
 900,447 (2015: 900,447) deferred 
  ordinary shares of GBP4.99 each         6,503      6,503 
-------------------------------------  --------  --------- 
 
                                           2016       2015 
                                            No.   No. '000 
                                           '000 
-----------------------------------    --------  --------- 
 Fully paid ordinary shares: 
 Balance at beginning of financial 
  year                                  236,116    218,925 
 Issued during the year                  61,737     17,191 
 Issued and fully paid at end 
  of financial year                     297,853    236,116 
-------------------------------------  --------  --------- 
 

Fully paid ordinary shares carry one vote per share and carry the rights to dividends.

The Company has issued 61,737,163 ordinary shares to acquire Talking Sense, *bliep, Comsys and Livecom. These shares were granted to the vendors of these entities as part of the purchase consideration.

The Company has issued the following shares during the financial year:

   --      939,243 on 1 July 2015 for the acquisition of Talking Sense BVBA 
   --      585,000 on 6 July 2015 for the acquisition Bliep 
   --      59,332,460 on 26 September 2015 for the acquisition of Comsys 
   --      880,460 on 10 February 2016 for the acquisition of Livecom 
   25.       Own Shares 
 
                             Own 
                          shares 
                         Eur'000 
 
 Balance at 1 July 
  2015                   (2,336) 
 Balance at 30 June 
  2016                   (2,336) 
----------------------  -------- 
 

Own shares represents the cost of shares in Artilium plc purchased and held by the Artilium plc Employee Benefit Trust to satisfy options and share awards under the Group's Employee Share Schemes. 3,000,000 Series 2 warrants were purchased by the Trust at a price of 10p per warrant in December 2006. These warrants were then exercised at a price of 75p and converted into ordinary 5p shares by the Trust.

   26.       Notes to the cash flow statement 
 
                                           2016      2015 
                                        Eur'000   Eur'000 
 
 Loss from continuing operations 
  before tax                            (1,717)     (780) 
 Adjustments for: 
 Depreciation of property, 
  plant and equipment                       114        79 
 Amortisation of intangible 
  assets                                  1,297       541 
 Impairment of trade receivables            (6)      (54) 
 Finance costs                              200         - 
 Unrealized exchange differences           (28)     (230) 
 Operating cash flows before 
  movements in working capital            (140)     (444) 
-------------------------------------  --------  -------- 
 Decrease/(increase) in receivables       1,016   (2,827) 
 (Increase)/decrease in inventory          (40)         5 
 (Decrease)/increase in payables        (2,991)     2,643 
-------------------------------------  --------  -------- 
 Cash used in operations                (1,261)     (179) 
-------------------------------------  --------  -------- 
 Income taxes paid                            -         - 
------------------------------------   --------  -------- 
 Net cash outflow from operating 
  activities                            (1,261)     (623) 
-------------------------------------  --------  -------- 
 
   27.       Contingent liabilities 

The Group had no contingent liabilities as at 30 June 2016.

   28.       Operating lease arrangements 
 
                                   2016      2015 
                                Eur'000   Eur'000 
 
 Minimum lease payments 
  under operating leases 
  recognised as an expense 
  for the year 
  Land & buildings                  292       212 
 Motor vehicles                     386       321 
                                    678       533 
  ---------------------------  --------  -------- 
 

At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 
 Land & buildings               2016      2015 
                             Eur'000   Eur'000 
 
 Within one year                 251       168 
 In the second to fifth 
  years inclusive                382       199 
                                 633       367 
  ------------------------  --------  -------- 
 
 
 Motor vehicles                 2016      2015 
                             Eur'000   Eur'000 
 
 Within one year                 362       321 
 In the second to fifth 
  years inclusive                801       642 
                               1,163       963 
  ------------------------  --------  -------- 
 

Operating lease payments represent rentals payable by the Group for certain of its office properties and motor vehicles. Leases are negotiated for an average term of 3 years and rentals are fixed for an average of 3 years. The Group does not have an option to acquire the leased properties at expiry of the lease term.

   29.       Retirement benefit schemes 

The Group makes payments to defined contribution retirement benefit schemes for all qualifying employees. As for all defined contribution pension plans, minimum guaranteed rates of return apply on the employee and employer contributions as from 1 January 2004. Since the guarantee is primarily provided for by an insurance company, the pension plan is accounted for as a defined contribution plan.

The total cost charged to income of EUR106,000 (2015: EUR 95,000) represents contributions payable to these schemes by the Group at rates specified in the rules of the plans. As at 30 June 2016, all contributions due in respect of the current reporting period had been paid over to the scheme.

   30.       Events after the balance sheet date 

In July 2016 Artilium plc entered into a strategic alliance with Green IT Globe NV ("Green IT Globe") to launch the OneApp platform in order to enter the mobile data cloud market. Furthermore, the Company has issued a loan note to Green IT Globe for a cash amount of EUR1,000,000. The loan note is repayable in full in July 2017 plus interest at a rate of ten per cent per annum. The loan was financed by external parties up to an equal amount.

   31.       Related party transactions 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Company and its subsidiaries and other related parties are disclosed in the Company's separate financial statements.

   33.       Transactions with Directors and key management 

Other than those transactions disclosed on page 12, there were no other transactions with Directors and key management.

   33.       Financial instruments 

Categories of financial instruments

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in the accounting policies. The book value of the Group's financial instruments at the year -end is shown below:

 
                                            2016      2015 
                                 Notes   Eur'000   Eur'000 
 
 Financial assets: 
 Loans and receivables: 
 Trade and other receivables      19       3,190     4,834 
 Cash and cash equivalents                   422       735 
                                           3,612     5,569 
 -----------------------------  ------  --------  -------- 
 Financial liabilities: 
 Amortised cost: 
 Trade and other payables         21       3,286     2,375 
 Bank loans                       22         294       315 
 Other loans                               1,700         - 
                                           5,280     2,690 
 -----------------------------  ------  --------  -------- 
 

Financial risk management

The Group has exposure to the risks from its use of financial instruments. These risks include credit risk, liquidity and cash flow risk, interest rate risk and foreign currency risk.

Credit risk

The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The Group monitors trade receivables on a regular basis to ensure that appropriate action is taken with slow paying customers. Many of the customers are large multinational companies which limits the extent of the credit risk.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Of the trade receivables balance at the end of the year, EUR1.8 million is due from Telenet Group Belgium, the Group's largest customer. There are no other customers who represent more than 10 per cent of the total balance of trade receivables.

The Group's maximum exposure to credit risk, gross of any collateral held, relating to its financial assets is equivalent to their carrying value. All financial assets have a fair value which is equal to their carrying value.

There are no significant credit risks arising from financial assets that are neither past due nor impaired.

Liquidity and cash flow risk

The Group is principally funded by reserves, bank loans and other loans. The Group maintains its cash funds in bank accounts. The Group's policy is to minimise the risk by placing funds in risk free cash deposits.

The Group closely monitors its access to bank and other credit facilities and available cash in comparison to its outstanding commitments on a regular basis to ensure that it has sufficient funds to meet the obligations of the Group as they fall due. The Board receives regular cash flow forecasts so that management can ensure that its obligations can be satisfied or financing is put in place when required.

As at 30 June 2016, the Group's non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:

 
 30 June 2016 
                                   Current         Non-current 
                                within   6 to 12        1 to 5 
                              6 months    months         years 
                               Eur'000   Eur'000       Eur'000 
 
 Bank loans                        169        85            40 
 Other loans                        80        81         1,539 
 Trade and other payables        3,923       926           946 
                                 4,172     1,092         2,525 
--------------------------  ----------  --------  ------------ 
 

This compares to the maturity of the Group's non-derivative financial liabilities in the previous reporting period as follows:

 
 30 June 2015 
                                   Current         Non-current 
                                within   6 to 12        1 to 5 
                              6 months    months         years 
                               Eur'000   Eur'000       Eur'000 
 
 Bank loans                        170        85            60 
 Trade and other payables        3,215       840         2,522 
                                 3,385       925         2,582 
--------------------------  ----------  --------  ------------ 
 

Interest rate risk

At 30 June 2016, the Group had bank loans and other borrowings amounting to EUR1,994,000 (2015: EUR315,000). The Group's borrowings are at fixed rates of interest and there is, therefore, no exposure to movements in interest rates.

Any surplus funds are deposited in interest bearing accounts at variable rates and are therefore exposed to movements in interest rates. Funds are deposited on a short term basis and interest rates are monitored by the Directors. The movement in interest rates would have an immaterial impact on the finances of the Group.

Foreign currency risk

The Group's centre of operations is in Belgium and it is therefore exposed to currency movements of the Euro against the Pound Sterling. This is naturally hedged to some extent by the expenses incurred in Belgium. The Group does not enter into any forward exchange contracts to cover the remaining foreign exchange risk.

Sensitivity analysis

The Group faces currency exposures on the translation of the trading results and the net assets of the British subsidiaries. The year end and average exchange rates used when translating the results for the year from Pound Sterling to Euro are 1.2061 (2015: 1.4067) and 1.3351 (2015: 1.3120) respectively.

The following table details the sensitivity analysis of the movements of the Pound Sterling to the Euro for the Group's results.

 
                              2016      2015 
                           Eur'000   Eur'000 
 
 Impact on equity 
 10% increase in GBP 
  fx rate against Euro       3,177     3,281 
 10% decrease in GBP 
  fx rate against Euro     (3,177)   (3,281) 
------------------------  --------  -------- 
 Impact on profit or 
  loss 
 10% increase in GBP 
  fx rate against Euro       (284)       124 
 10% decrease in GBP 
  fx rate against Euro         284     (124) 
------------------------  --------  -------- 
 

Capital management

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.

The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.

The Group considers its capital to include share capital, share premium, translation reserve, retained earnings, interest in own shares, capital redemption reserve, share-based payment reserve and net debt as noted below.

Net debt includes short and long-term borrowings (including overdrafts and lease obligations) net of cash and cash equivalents.

   34.       Safe harbour 

This financial report contains a number of non-GAAP figures, such as adjusted EBITDA and Free cash flow. These non-GAAP figures should not be viewed as a substitute for Artilium's GAAP figures.

Artilium defines adjusted EBITDA as operating result before interests, exchange result, taxes, depreciation and impairments of property, plant and equipment and client's receivables and amortization and impairments of intangible assets.

Artilium defines free cash flow as follows: cash flows from operating activities minus capital expenditure. The notion is used as standard for the health of the company, by showing the ability of the company to generate cash to maintain the operations.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

November 03, 2016 03:00 ET (07:00 GMT)

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