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Friday 18 June, 2010

Innovision Research

Final Results

RNS Number : 8430N
Innovision Research&Technology PLC
18 June 2010
 



Innovision Research & Technology plc

(the "Company")

 

Financial Results for the year ended 31 March 2010

 

Innovision Research & Technology (AIM: INN.L), a leader in the development of IP for Near Field Communications, today announces its results for the year ended 31 March 2010.

 

Financial Highlights

 

·      Revenue approximately £2.0 million (to 31 March 2009: approximately £1.2 million).

·     Approximately £2.3 million spent on direct investment in Near Field Communications IP (2009: approximately
£1.6 million).

·      Cash deposits as at 31 March 2010 of approximately £4.1 million (31 March 2009: approximately £3.5 million).

·      Successful placing of 30 million shares raising approximately £5.2 million net of expenses.

 

Operational Highlights

 

·      Focus on the first phase of implementation of several major contracts with Tier 1 suppliers into the mobile telecoms industry.

·      Significant investment in our 1.8volt generation of the Company's Near Field Communication (NFC) IP (GEM™2).  

·      Delivered technology to first Chinese customer which has been incorporated into an initial chip.

·      Two major contracts with leading global wireless companies signed since the year end. 

 

Announced today was a recommended cash offer by Broadcom Corporation for the entire share capital of the Company at a price of 35p per share.

 

Enquiries:

 

Innovision Research & Technology plc

Tel: 01285 888 200

David Wollen, Chief Executive Officer


Brian McKenzie, Finance Director




KBC Peel Hunt Ltd (Nominated Adviser and Broker)

Tel: 020 7418 8900

Jonathan Marren


David Anderson




ICIS (Financial PR)

Tel: 020 7651 8688

Caroline Evans-Jones


Hilary Millar


 

THE CHAIRMAN's AND THE CHIEF EXECUTIVE's REPORT

This year as a whole has been focused on the first phase of implementation of several major contracts with Tier 1 suppliers into the mobile telecoms industry and significant investment in our 1.8volt generation of our Near Field Communication (NFC) IP (GEM™2).   This investment has paid off with two major contracts with leading global wireless companies since the year end.  This has considerably increased the momentum of the business and we are confident that more contracts will follow during the rest of the year.

 

The semiconductor industry appears to be recovering having been greatly affected by the general economic conditions of a year or so ago and although there is an element of restocking taking up capacity within foundries, we are encouraged with the overall level of activity.  On the design side however uncertainty remains with many companies affected by mergers, acquisitions, reorganisations and redundancies.

 

The NFC market continues to get increasing coverage with positive statements from the payment processors, mobile network operators and handset manufacturers.  Despite the announced cancellation of the Nokia 6216, we are particularly pleased to report that a number of manufacturers appear to be close to launching mainstream handsets incorporating NFC albeit using standalone controller chips.

 

As a result of our recent successes, we have been approached by a major semiconductor company regarding a cash offer for the entire share capital of the company.  Taking into consideration the price on offer, our future funding requirements and the risks associated with the available strategic options, we have recommended that shareholders should accept the offer for the reasons set out in the announcement made in respect of the offer.

 

Near Field Communication

Our existing NFC customer contracts involve the integration of Innovision's intellectual property (IP) into chips which combine several wireless functions onto one chip ("combo" chips).  We see "combo" chips as the ultimate mass market offering but we have noted an increase in enquiries about developing a stand-alone NFC controller based on our IP to fill a perceived gap in the market for the next few years. The development of GEM™2 has been more involved and taken longer than planned but is now seen to be delivering results, with two major new contracts since the year end.  Due to the timing of customer requirements to deliver initial test devices the intensity on their programmes has been raised and we have responded accordingly. However, the Company remains on track to generate significant royalties arising from mobile handset shipments starting in 2012.

 

Securing our NFC IP into a significant proportion of the NFC handsets shipped will provide a solid foundation for sales of our tags and peripheral devices to service the applications that will be developed using the NFC functionality.  We are making progress within the tag business, supplying into relatively small scale trials for applications such as healthcare, transport ticketing, social networking and entertainment, which is a very encouraging indicator of future trends.

 

 

China

In China, we have delivered our technology to our first customer, and this has already been incorporated into an initial chip.  Early results from the testing and evaluation of samples are encouraging.  Once qualified, we expect royalties from product sales to begin in the second half of 2010. Other prospects are in the pipeline and there is clearly a huge potential to work with local companies to propagate our designs into the local market.

 

We have continued to consolidate our position on the supply side in China, setting up efficient and cost effective subcontracted manufacturing for chips and complete tags.  This is an important step to securing a position in the tag market over the coming years.

 

Financing

In July, we completed a successful placing of 30 million shares raising £5.2m net of expenses.  This funding is designated to support development of the NFC IP business prior to royalty flow, and, the development of the NFC product/tag business.  On the back of the contracts won, we increased the engineering team headcount by 40% with a combination of shorter-term contract staff and planned permanent employees in order to fulfil the customer commitments and increase the investment in our market leading NFC IP.  To sustain our success in the medium to longer term in this space, we would expect to raise additional, significant capital in the short to medium term in order to continue to deliver our business plan.

 

 

Results for the year

 

The Company is still in the pre-royalty phase and therefore the majority of revenue again relates only to customer funded development engineering.  Even so we are pleased to report that revenue was significantly higher than the previous year at £2.0m (2009: £1.2m) with activity ramping up and major progress made on the contracts signed in the first half of 2009, This progress has not been without delays and technical challenges which is reflected in the higher cost of the development engineering work.  Revenue from products forms a larger proportion of the total during this year due to increased sales of our Jewel limited use contactless ticketing solution.

 

Gross profit has, as predicted, been impacted by the incremental engineering resource required to address the technical and customer specific challenges of our current contracts.  Some of the incremental resource has been from contractors in order to maintain flexibility though periods of peak activity, however this has come at a higher effective man day rate.

 

We continued to invest in our NFC IP with the development of future generations and new tag products, spending £2.3m (2009: £1.6m) on direct investment.  This investment, together with our strong design teams, has been a key element in helping us to secure even more contracts against strong competition.  Although the focus has now shifted to the implementation phases of our customer contracts, we will continue to further develop our background IP over the coming years.

 

As expected, staff costs have increased significantly with a major increase in headcount in the engineering team in order to support the new business won.  However as a large proportion of these staff costs relate to work done on the development of our background IP which have been capitalised, administrative expenses stood at £2.5m (2009: £3.7m).  The loss before tax was comparable to the prior year at £2.9m (2009: £2.9m). 

 

At 31 March 2010, we had cash deposits of £4.1m (2009: £3.5m) and additional current assets of £2.0m (2009: £1.5m). Net cash inflow was £0.6m which equates to £4.6m outflow excluding £5.2m net proceeds from the share placing (2009: outflow of £2.0m). The decline in cash flow is a result of the increased activity in development engineering which has lead to an increased head count of both employees and contractors.

 

Operations Review

 

Over the period, we have significantly strengthened our IC design capability by increasing our engineering team from 33 to 44 permanent staff and have also built up a pool of knowledgeable contractors to call on to meet short and medium term demands as they arise. We have maintained our position as a leading company in our field including £2.3m investment in developing and transferring our IP to state of the art technology and manufacturing processes.

 

The primary focus for our talented design team is the work on existing development programmes for our major customers and the continued development of our background IP to meet the market demands for existing and prospective customers. Good progress has been made in all areas though at the cost of additional resources.

 

In the tag area, we have made good progress both on technology development and production costs.  We expect to start production for a specific large customer in the second half of 2010. The volume of NFC-related tag sales is starting to increase and we are investing now to take advantage of what we believe will be a very attractive market in the medium term.

 

In July, we completed the relocation of the system design facility in Wokingham.  We have identified a cost effective option to move our Cirencester headquarters to more appropriate premises from which to manage the next stages of the company's development.   We plan to move building over the summer months.

 

We have strengthened our team involved in the NFC global standards body (see www.nfc-forum.org) and have taken on key roles in a number of key committees.  Having been recognised last year as one of the leading companies in this market with our election to the Board of the NFC Forum, alongside such companies as Nokia, Sony, Samsung, Visa, Mastercard and Microsoft, we are able to stay fully abreast of and directly influence critical developments in the NFC market moving forward. 

 

We are members of and have contributed to the European Telecommunications Standards Institute (ETSI) (see www.etsi.org) in order to influence related standards within the telecoms arena.  In the transport market we are members of ITSO which provides a specification for secure 'end to end' inter-operable ticketing transactions, utilising relevant ISO and emerging CEN standards.  As well as being a direct market for our Jewel® product, transport ticketing represents one of the core use cases for NFC.

 

Current trading and outlook

 

Our main short-term strategy has been to propagate Innovision IP with major semiconductor vendors for use in 'combo' and other chips designed for the mobile handset and consumer device markets. 'Combo' chips are a major growth area in handsets and combine multiple wireless functions such as Bluetooth, WiFi, FM and GPS on a single chip.

 

Over recent years we have secured a number of major contracts with global semiconductor companies to incorporate our NFC IP into their system devices targeted primarily at the mobile handset market, including two new contracts in 2010 and four in 2009. All these programmes are in the early stages which typically involve delivering engineering services for which we receive development and licence revenues. When these customers eventually reach expected volume production each of these contracts could generate multi-million pound royalty revenue streams over several years. The exact timing for this to occur is hard to predict as it depends on a complex design cycle involving our direct semiconductor customers, handset manufacturers and mobile operators. Our current view is that royalties will begin to flow in 2012.

 

The semiconductor and consumer electronics industry has typically moved at a very rapid pace with the technologies and industry participants evolving just as rapidly. The mobile handset and consumer device market is typical of such speed of development and has seen rapid changes through the evolution of cellular networks, digital networks, high speed data networks and mobile broadband. The market relies upon a number of different technologies such as NFC which may or may not finally be included in end products whose own commercial success depends on consumer acceptance.  To sustain their success in the medium to longer term in this space, innovative companies like ourselves must access significant capital and extensive international customer networks, both requiring patience and persistence.   We would expect to raise additional, significant capital in the short to medium term in order to continue to deliver our business plan.

 

We remain of the view that the potential for the tag market may ultimately be greater than the royalty stream from the NFC devices themselves.  Each device will create a market for multiple tags in applications such as smart posters, business cards, quick texting, staff location, music downloads, easy pairing of devices, loyalty/top-up cards, anti-counterfeiting and website redirection.  The list is likely to extend rapidly as new applications are conceived and brought online so we have invested in the development of the EmeraldTM platform designed to allow us to create optimised tag ICs for individual applications cost effectively.  The adoption of NFC handsets and market penetration is a pre-requisite to the mass tag market.  This is precisely the focus of our NFC IP contracts and leaves us well placed to respond quickly to new use cases and attack this market with a series of niche products.  Further developments in this area may include creating tags with additional features such as temperature or pressure sensors, or extra memory capacity.  To prepare for this and build on our existing position in the developing NFC ecosystem, we recently launched our retail tag website (www.buynfc.com) eventually to develop into a one-stop-shop for a burgeoning variety of tags, readers and requisite Apps.

 

However as referred to above, we have been approached by a major semiconductor company with a view to making a cash offer for the entire share capital of the company.  Taking into consideration the price on offer, our future funding requirements and the risks associated with the available strategic options, we have recommended that shareholders should accept the offer for the reasons set out in the announcement made in respect of the offer

 

 

Malcolm Baggott                                                                                    David Wollen

Chairman                                                                                                Chief Executive Officer

17 June 2010                                                                                          17 June 2010

 

DIRECTOR'S REPORT

 

The Directors submit their report and the financial statements of Innovision Research & Technology plc for the year ended 31 March 2010.

 

Business of the Company

Innovision Research & Technology plc is a leader in the design of near field data communications and RFID solutions, focusing on the development and licensing of custom integrated circuits.

 

The results of the Company are set out in the statement of comprehensive income. The loss for the year after taxation was £2,366,000.  The Directors do not recommend the payment of a dividend, which leaves the retained loss of £2,366,000 to be transferred to equity.

 

A review of the Company's business during the year and planned future developments is set out in the Chairman and Chief Executive's Report. 

 

Key Performance Indicators

 

The Company's key performance indicators are financial measures relating to revenue, profitability and cash, and non-financial measures relating to engineering utilisation.  These are detailed in the Chairman and Chief Executive's Report.

 

Directors and Directors' Interests

The following Directors have held office since 1 April 2009 and their interests in the shares of the Company are as follows:

 

a)     Ordinary Shares


Ordinary shares of 1p each

Ordinary shares of 1p each


31 March 2010

1 April 2009

MAW Baggott

79,934

38,334

DP Wollen

74,933

33,333

BG McKenzie

41,600

-

Dr IM Buckley-Golder

72,350

30,750

Dr S Morris

5,500

-

 

b)     Share Options


Scheme

Date of Grant

Number of Share Options

Exercise Price

Exercise period

From - To

DP Wollen

EMI scheme

07/02/06

163,934

61p

07/02/09-07/02/16

Unapproved scheme

07/02/06

409,836

61p

07/02/09-07/02/16

Unapproved scheme

05/08/08

1,000,000

11.75p

05/08/11-05/08/18

LTIP scheme

19/07/06

300,000

1p

24/02/10-19/07/16


Unapproved scheme

21/01/10

750,000

18.50p

21/01/13-21/01/20

BG McKenzie

EMI scheme

05/08/08

500,000

11.75p

05/08/11-05/08/18


EMI scheme

21/01/10

222,950

18.50p

21/01/13-21/01/20


Unapproved scheme

21/01/10

27,050

18.50p

21/01/13-21/01/20

Dr S Morris

EMI scheme

20/01/09

500,000

11.75p

20/01/12-20/01/19

 

During the year none of the Directors exercised any share options and no Directors' share options lapsed.

 

The market price of the shares at the close of business on 31 March 2010 was 15.75 pence and the range during the year was 15.75 pence to 32.00 pence.

 



Payment Policy

The Company does not follow any formal code or standard on payment practice.  In the absence of dispute, amounts due to suppliers are settled as expeditiously as possible within their terms of payment. 

 

Trade payables at the year-end represented approximately 72 days (2009: 84 days) of purchases.

 

Research and Development

Research and Development is an integral part of the Company's activities and considerable investment was made during the period.  £2.3m (2009: £1.3m) of development cost has been capitalised as an intangible asset and a further £0.05m (2009: £0.24m) has been charged to the statement of comprehensive income.

 

Employees

The Company has a policy of involving employees at all levels and keeping them informed through regular briefing sessions conducted by the Directors.

 

Health & Safety and the Environment

The Company is committed to upholding the highest standards of health and safety and environmental protection for the benefit of its employees, the public at large and the environment.

 

Charitable and Political Donations

The Company did not make any charitable or political donations during the year.

 

Risk Management

Given the size of the Company, the Directors have not delegated the responsibility of monitoring risk management to a sub-committee of the Board and the full Board formally reviews risk on a quarterly basis.   The nature of the Company's business exposes it to a variety of risks, which are common to similar businesses.  Generally these risks fall within the following categories:  technology and market; contractual; personnel and operations; and financial.  Where significant controllable risks are identified, mitigating action plans are implemented with a Board member responsible for monitoring and reporting on progress.

 

Technology and market risks include the introduction of entirely competing technologies, competitive offerings within the same technology space, the feasibility of achieving required performance within the parameters defined by contracts and Standards Bodies, and infringement of patents.  These risks are considered and whilst they cannot be fully mitigated we regularly review the market and IP landscape for indications of risk. The analogue, RF and digital design skills of the engineering team are inherently transferable over a period of time if we took the decision to focus on a new market area.

 

The contractual risks are reviewed by the Board when taking on a new contract and at least quarterly as each contract progresses.  We employ formal quality procedures to deliver on our contractual commitments.

 

Personnel and operational risks are related to securing and retaining staff with the key skills required to deliver the strategy.  As we increase the size of the design team the reliance on key individuals is reduced.  The quality systems in the Company require the documentation of work carried out and we have successfully built up a pool of potential contractors to fill short term skill gaps and are continuously looking for candidates with core skills to fill positions as they arise.  Operational risks are reviewed with formal contingency plans in place to deal with a disastrous situation.

 

The Company's operations expose it to a variety of financial risks.  However with no debt financing and limited exposure to commodity price risk these risks are minimal. The policies and guidelines set by the Board of Directors are implemented by the Company's finance department and include liquidity reviews and credit risk policies that require appropriate credit checks and or Board review of customers before sales are made. The Company's only interest bearing assets are its cash balances, which are, held on deposit with major banks or similar financial institutions.

 

Full details of financial risk management policies are disclosed in note 2 to the financial statements.

 

Substantial Shareholdings

Other than the holdings of the Directors, which are set out above, the Directors are aware of the following who, as at 20 May 2010, were interested, directly or indirectly, in 3 percent or more of the Company's share capital:

 


 

No. of Ordinary Shares of 1p each

 

Percentage of Issued Share Capital

 

Herald Investment Management

11,594,438

12.66%

 

Mr Marc Borrett

7,700,710

8.41%

 

Schroder Investment Management

7,494,102

8.19%

 

Invesco Asset Management

6,564,664

7.44%

 

Octopus Investments

6,388,889

6.98%

 

Helium Special Situations Fund

5,250,000

5.73%

 

Legal and General

5,000,000

5.46%

 

Majedie Asset Management

4,531,073

4.95%

 

Gartmore Investment Management

4,354,195

4.76%

 

Neue Bank

3,110,000

3.40%

 

British Steel Pension Fund

2,880,555

3.15%

 

Going concern

 

The Financial Statements have been prepared on the going concern basis. The Directors have considered future cash forecasts and revenue projections, taking account of sensitivity to possible changes in trading performance, in their consideration of going concern.  These forecasts and projections are reviewed at least quarterly by the Board.

 

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's and Chief Executive's Report. In addition, note 2 to the Financial Statements includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk. The principal risks and uncertainties which could adversely impact the long term performance of the Company have been considered in detail by the Board at the Board Strategy sessions.  All of these matters have been taken into account by the Directors in coming to their conclusions on going concern.

 

Management is currently of the opinion that the Company has adequate financial resources and a robust policy towards treasury risk and cash flow management. Cash flows are monitored on a day to day basis within the Company's finance function, with emphasis on good working capital management. The Directors believe that the Company is adequately placed to manage its business risks successfully despite the current uncertain economic outlook and challenging macro economic conditions.

 

After making enquiries, the Directors have a reasonable expectation that the Company has access to adequate resources to continue in operational existence for at least the next twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.

 

Statement as to disclosure of information to the auditor

 

The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, that there is no relevant audit information of which the auditor is unaware. Each of the Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

 

Auditor

Baker Tilly UK Audit LLP has indicated its willingness to continue as auditor to the Company and a resolution to reappoint the auditor will be proposed at the Annual General Meeting.

 

By order of the Board

 

 

Brian McKenzie

Company Secretary

17 June 2010

CORPORATE GOVERNANCE COMPLIANCE STATEMENT

 

As a Company quoted on the Alternative Investment Market of the London Stock Exchange, the Company is not required to comply with the revised Combined Code (2006). However the Board seeks to comply with the Code wherever practical and appropriate for a company of its size.

 

Set out below is a summary of how, at 31 March 2010, the Company was dealing with key requirements of the Combined Code.

 

Audit Committee

The Audit Committee comprised the two Non-Executive Directors, one of whom qualified as a Chartered Accountant and has recent and relevant experience. The Audit Committee met twice during the year. The Board considers the current committee appropriate for a company of this size. 

 

Remuneration Committee

The Non-Executive Directors form the Remuneration committee. Its key role is to make recommendations to the Board, within agreed terms of reference, on the Company's framework of executive remuneration and its cost and to determine on behalf of the Board specific remuneration packages for each of the Executive Directors. The Committee met three times during the year.

 

Nominations Committee

The appointment of all Directors is a formal process undertaken by a Nominations committee consisting of the Chairman, the Chief Executive Officer and the Senior Independent Non-Executive Director.

 

Directors' Training and Development

Although there is no formal training programme, the Company provides Directors' training as and when necessary. A programme of induction is provided to all new Directors on appointment and the Executive Directors have annual appraisals at which their historic performance and future development needs are assessed.

 

Senior Independent Director

Dr Ian Buckley-Golder is the Senior Independent Non-Executive Director.

 

Board Composition

At the year-end, the Board consisted of three Executive and two Non-Executive Directors.  The Board considers all its non-executive directors to be independent in character and judgement as defined by the Code. Any shareholdings are not considered material. The Board continues to actively review the need for the appointment of an additional Independent Non-Executive Director.

 

The posts of Non-Executive Chairman and Chief Executive Officer are held by separate individuals and  the division of responsibilities is clearly defined.

 

The Board considers the current Board structure appropriate for the Company.

 

There are processes in place enabling Directors to take independent advice at the Company's expense in the furtherance of their duties and to have access to the advice and services of the Company Secretary.

 

Internal Audit

The Board considers that there is no necessity at the present time to establish an independent internal audit function; the need to create one will be periodically reviewed as the Company grows.

 

Internal Controls and Risk Management

The Board of Directors is ultimately responsible for the Company's system of internal controls and reviews its effectiveness by continuous audits of its quality management system.  However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against misstatement or loss.

 

Key aspects of the Company's internal financial control system are:

 

§ The Board is responsible for overall strategy and for approving budgets, major capital expenditure, forecasts, plans and dividend policy.

§ The Directors review the management accounts, together with reports covering all significant activities monthly.

§ The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud.

§ Measures taken include physical controls, segregation of duties, reviews by management and external audit to the extent necessary to arrive at their audit opinion.

§ The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations.

§ The Company has an appropriateorganisationalstructure for planning, executing, controlling and monitoring business operations in order to achieve the Company's objectives.  Lines of responsibility and delegations of authority are documented.

§ From time to time sub-committees of the Board, comprising both Executive and Non-Executive Directors are established to approve the detail of matters tabled at full Board meetings.

§ All Executive Directors are appointed on a rolling contract with not more than 12-month notice periods and the Non-Executives are appointed for fixed terms not exceeding one year.

§ The Non-Executive Directors monitor the Company's performance and the actions of the Management.  In addition the Non-Executives play a major role in the various committees of the Board.  They are kept fully informed of all major operational and strategic issues.

 

The process of monitoring and updating internal controls and procedures continues throughout the year and has been supplemented by the implementation of an annual risk management review, the focus being to assess existing processes and practices in order to facilitate effective risk management based on sound internal controls.

 

The Company operates a formal ISO 9001 and ISO 13485 accredited Quality System.

 

Going Concern

After making enquiries, the Directors have a reasonable expectation that the Company has access to adequate resources to continue in operational existence for the foreseeable future as detailed in the basis of preparation note. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

Relations with shareholders

The Chairman makes himself available to major shareholders on request and periodically attends meetings with and presentations to shareholders.  This is supplemented by twice yearly feedback to the Board on meetings between management and investors. The Annual General Meeting is normally attended by all Directors, and shareholders are invited to ask questions during the meeting and to meet with Directors after the formal proceedings have ended.

 

The Company maintains a corporate website (www.innovision-group.com) containing information of interest to institutional shareholders.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN THE PREPARATION OF THE FINANCIAL STATEMENTS

 

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements of the company in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").

 

The financial statements are required by law and IFRS as adopted by the EU to present fairly the financial position and performance of the company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  

 

In preparing the financial statements, the directors are required to:

 

a.      select suitable accounting policies and then apply them consistently;

 

b.      make judgements and accounting estimates that are reasonable and prudent;

 

c.      state whether they have been prepared in accordance with IFRS as adopted by the EU;

 

d.      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Innovision Research & Technology plc website.

 

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31 MARCH 2010

 

Independent Auditor's Report to the Members of Innovision Research & Technology plc

 

We have audited the financial statements which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Shareholders' Equity and the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of directors and auditors

As more fully explained in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/UKNP.

 

Opinion on the financial statements

In our opinion the financial statements:

·      give a true and fair view of the state of the company's affairs as at 31 March 2010 and of its loss for the year then ended;

·      have been properly prepared in accordance with IFRSs as adopted by the European Union; and

·      have been prepared in accordance with the provisions of the Companies Act 2006.

 

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·      the financial statements are not in agreement with the accounting records and returns; or

·      certain disclosures of directors' remuneration specified by law are not made; or

·      we have not received all the information and explanations we require for our audit.

 

 

ANDREW ALLCHIN (Senior Statutory Auditor)

For and on behalf of BAKER TILLY UK AUDIT LLP, Statutory Auditor

Chartered Accountants

Hartwell House

55-61 Victoria Street

Bristol

BS1 6AD

 

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2010

 

Notes

2010

£'000

2009

£'000





Revenue

3

2,011

1,192





Cost of sales


(2,511)

(600)



                 

                 

Gross (loss) / profit


(500)

592





Administrative expenses


(2,463)

(3,731)



                

                

OPERATING LOSS


(2,963)

(3,139)





Investment Income

4

79

216



                

                

LOSS BEFORE TAXATION

5

(2,884)

(2,923)





Income Tax

8

518

334



                

                

LOSS FOR THE YEAR 


(2,366)

(2,589)





Other comprehensive income for the year


-

-



                

                

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS


(2,366)

(2,589)



                

                

























LOSS PER SHARE


Pence per share

Pence per share





Basic and Diluted

9

(2.89)

(4.20)

 

 

STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2010

 




Notes

2010

£'000

2009

£'000

Non-Current Assets




Property, plant & equipment

10

254

217

Intangible assets

11

2,806

646

Other receivables

14

1

2



                

                



3,061

865



                

                

Current Assets




Inventories

13

51

80

Trade and other receivables

14

1,395

1,125

Current tax asset


517

310

Cash and cash equivalents

15

4,145

3,585



                

                



6,108

5,100



                

                

TOTAL ASSETS


9,169

5,965



               

               

Current Liabilities




Trade and other payables

16

(1,075)

(607)

Provisions

17

-

(99)



                

                

TOTAL LIABILITIES


(1,075)

(706)



                

                







                

                

NET ASSETS


8,094

5,259



                

                

Equity




Share Capital

18

915

615

Share Premium Account


26,596

21,735

Retained Earnings


(19,417)

(17,091)



                

                

TOTAL EQUITY ATTRIBUTABLE TO OWNERS


8,094

5,259

 OF THE COMPANY


               

               

 

The accompanying notes are an integral part of the financial statements.  The financial statements were approved and authorised for issue by the Board of Directors on 17 June 2010 and signed on their behalf by:

 

 

David Peter Wollen                                                      Brian Godfrey McKenzie

Director                                                                      Director

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED 31 MARCH 2010

 

Notes

Share Capital

Share Premium

Retained Earnings

Total

 



£'000

 

£'000

£'000

£'000

At 1 April 2008


615

21,735

(14,531)

7,819







Comprehensive Income






Loss for the year


-

-

(2,589)

(2,589)



                

                

                

                

Total comprehensive income for the year


-

-

(2,589)

(2,589)







Transactions with Owners






Share based payments

19

-

-

29

29



                

                

                

                







At 31 March 2009


615

21,735

(17,091)

5,259







Comprehensive Income






Loss for the year


-

-

(2,366)

(2,366)



                

                

                

                

Total comprehensive income for the year


-

-

(2,366)

(2,366)







Transactions with Owners






Issue of share capital

18

300

5,100

-

5,400

Share issue costs

18

-

(239)

-

(239)

Share based payments

19

-

-

40

40



                

                

                

                

Total transactions with Owners


300

4,861

40

5,201









                

                

                

                







At 31 March 2010


915

26,596

(19,417)

8,094



               

               

               

                







 

 

There are no gains or losses recognised directly in equity.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2010

 


 

Note


2010

£'000

2009

£'000






Operating activities





Cash used in operations

21


(2,617)

(895)

Tax credit received



311

160

 



                

                

Net cash used in operating activities



(2,306)

(735)






Investing activities





Interest received



151

209

Purchases of property, plant & equipment



(175)

(143)

Investment in intangible assets



(2,271)

(1,334)

 



                

                

Net cash used in investing activities



(2,295)

(1,268)




                

                






Financing activities





Proceeds on issue of shares



5,400

-

Share capital issue costs



(239)

-




                

                

Net cash from financing activities



5,161

-




                

                






Net increase / (decrease) in cash & cash equivalents



560

(2,003)

Cash & cash equivalents at the beginning of the year



3,585

5,588




                

                

Cash & cash equivalents at the end of the year



4,145

3,585




                

                






 

ACCOUNTING POLICIES FOR THE YEAR ENDED 31 MARCH 2010

 

Basis of preparation

Innovision Research & Technology plc is a public limited company incorporated in the United Kingdom.  The Company is domiciled in the United Kingdom and its ordinary shares are traded on the Alternative Investment Market (AIM).

 

The financial statements have been prepared in pounds sterling which is the functional currency of the Company.

 

The financial statements have been prepared on a going concern basis.  The Directors believe that the going concern basis is appropriate as the Company will accept the recommended offer made by a major semiconductor company. The Company will be funded by the new parent group following the acquisition. The Company's forecasts and financial projections, taking account of reasonably possible changes in trading performance, show that the Company will be able to operate within the level of its current cash balances of £4.1m at 31 March 2010 until at least the completion of the transaction. The Board reviews the forecasts and projections on an at least quarterly basis and would take steps to raise further finance or put facilities in place should these forecasts show a potential future shortfall.

 

The Company has a robust policy towards treasury risk and cash flow management. Cash flows are monitored on a day to day basis within the Company's finance function, with emphasis on good working capital management. Recent contract wins mean that the Company is adequately placed to manage its business risks successfully despite the current uncertain economic outlook and challenging macro economic conditions.

 

Basis of accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union. 

 

New standards and interpretations

In the current financial year, the Company has adopted IFRS 8 "Operating Segments", IAS1 "Presentation of Financial Statements" (revised 2007), and amendments to IFRS7 "Financial Instruments.

 

The adoption of IFRS 8 requires some further disclosures in note 3 to the financial statements regarding major customers.  IAS1 (revised 2007) has lead to the primary statements being renamed and the format updated to comply with this standard.

 

The Company has not chosen to adopt any standards in advance of their effective dates.

 

The following standards have been adopted in the current period however their adoption has not had any significant impact on the amounts reported in these financial statements:

 

IFRS2 (amended) "Share-based payment - vesting conditions and cancellations"

 

At the date ofauthorisationof these financial statements the IASB and IFRIC have issued the following standards and interpretations with an effective date falling after the date of these financial statements and have not been applied in these financial statements.  The Directors anticipate that the adoption of these standards and interpretations in future periods will not have a material impact on the financial statements of the Company.

 



Effective from periods beginning on or after

IFRS 2 Amendment

Amendment to IFRS 2 - Group Cash-settled Share-based Payment Transactions

1 January 2010

IFRS 9

Financial Instruments

1 January 2013

IFRIC 17

Distributions of Non-cash Assets to Owners

1 July 2009



New standards and interpretations (continued)

 

IFRIC 18

Transfers of Assets to Customers

1 July 2009

IAS 24 Revised

Related Party Disclosures

1 January 2011

IAS 32 Amendment

Amendment to IAS 32 - Financial Instruments: Reclassification of Rights Issues

1 July 2010

IAS 39 Amendment

Amendment to IAS 39 - Financial Instruments: Eligible Hedged Items

1 July 2009

 

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments. 

 

The principal accounting policies are set out below.

 

Basis of consolidation

The Company has taken advantage of Section 405 Companies Act 2006 not to prepare consolidated accounts as its only subsidiary is dormant and its inclusion is not material for the purpose of giving a true and fair view.  Therefore, these financial statements present information about the Company as an individual undertaking and not about its Group.

 

Revenue

Revenue is recognised when it is probable that economic benefits will flow to the Company, and is measured at the fair value of the consideration received or receivable.  Revenue represents the amounts receivable for goods, services, royalties and licence fees provided in the normal course of business, net of discounts, VAT and other sales related taxes.

 

Sales of goods are recognised when goods are delivered and title has passed to the buyer.

 

The sale of services is generally provided under fixed-price contracts.  Revenue is recognised in accounting periods in which the service is rendered based on a percentage completion basis.  The percentage completion is calculated based on the man days worked on the project as a percentage of the total man days to complete the contract. 

 

Licence fees are recognised as income during the period in which the Company has fulfilled its obligations to the customer in accordance with the terms of the licence.

 

Non-refundable advance royalties and guaranteed royalties are recognised as income when the Company is contractually entitled to the relevant amounts and has no further obligations to provide services in respect of such royalties.

 

Cost of Sales

Cost of Sales comprises direct costs of development engineering work and products sold.  The cost of engineering time spent on development projects is also included within Cost of Sales.

 

Operating loss

Operating loss is the deficit of revenue after cost of sales and administrative expenses have been deducted.

 

Investment Income

Investment income relates to interest income, which is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

 


Research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred. 

An internally generated intangible asset arising from the Company's internal development activities is recognised only if all of the following conditions are met:

·      An asset is created that can be identified (such as a block of IP);

·      The project from which the asset arises meets the Company's criteria for assessing technical and commercial feasibility;

·      It is probable that the asset created will generate future economic benefits;

·      The Company intends to complete the asset and use or sell it;

·      The development cost of the asset can be measured reliably; and

·      Sufficient resources are available to complete the development and either sell or use the asset.

 

Internally generated intangible assets are amortised over their useful lives.  The useful life of an internally generated intangible asset is determined with reference to the income it will generate.  Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.  See accounting policy on intangible assets below.

 

Patents

Expenditure on patents is recognised as an expense in the period in which it is incurred.  Patents are not treated as internally generated intangible assets as there is uncertainty as to the technical feasibility of the patent at the time the expenditure is incurred.

 

Segmental reporting

The Company has adopted IFRS 8 "Operating Segments".  Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker.  The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

 

The Board considers business from both an operating segment and geographical perspective.  The operating segments are Development Engineering, Licence Fees and Royalties and Product Sales.  Although the Licence Fees and Royalties segment does not meet the quantitative thresholds required by IFRS 8 management has concluded that this segment should be reported, as it is closely monitored by the Chief Operating Decision Maker and is expected to materially contribute to Company revenue in the future.

 

The geographical areas are UK, Rest of Europe, North America and Asia Pacific. 

 

Property, Plant and Equipment

Plant and equipment are stated at cost less accumulated depreciation and any recognised impairment losses.  Depreciation is charged so as to write off the cost of the assets, less estimated residual value, over their useful lives, using the straight line method, on the following basis:

·      Fixtures, fittings & equipment - 25% to 50%

 

Residual value is the estimated amount that the Company would obtain from the disposal of the asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life, based on prices prevailing at the reporting date.  In general residual values are zero or negligible, due to the nature of assets held.

 

Intangible Assets

Intangible assets are stated at cost or fair value, net of amortisation and any provision for impairment.  Amortisation is provided at rates calculated to write off the cost or fair value, less estimated residual value, of each asset over its expected useful life, based on the revenue income that the asset is expected to generate.  In general residual values are zero or negligible, due to the technical and specialised nature of assets held.

 

Impairment of property, plant & equipment and intangible assets

At each reporting date, the Company reviews the carrying value of its property, plant & equipment and intangible fixed assets to determine whether there is any indication that those assets have suffered an impairment loss.  If any such indication exists, the recoverable amount is estimated in order to determine the extent of the impairment loss (if any).  Recoverable amount is the higher of fair value less costs to sell and value in use.  If the recoverable amount is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount.  An impairment loss is recognised as an expense immediately.

 

Inventories

Inventories are stated at the lower of cost and net realisable value.  Cost comprises direct materials, and where applicable, those overheads that have been incurred in bringing the inventories to their present location and condition.  Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in selling and distribution.

 

Foreign Currencies

The presentational and functional currency of the Company is pounds sterling.  Transactions in currencies other than pounds sterling 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.  Gains and losses arising on retranslation are included in the statement of comprehensive income for the period within administrative expenses. 

 

Financial Instruments

Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. 

 

All financial assets both current and non current are classed as loans and receivables per the requirements of IFRS7.

 

Trade receivables do not carry any interest and are initially recognised at their fair value.  They are subsequently measured at their amortised cost less any provision for impairment.  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 recoverable amount.  The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the statement of comprehensive income within administrative expenses.

 

Trade payables are not interest bearing and are stated at their fair value.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.  Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Liquid resources surplus to immediate requirements are held on short to medium term deposit.  The Company considers all highly-liquid investments with original maturity dates of three months or less to be cash equivalents.

 


Taxation

The income tax liability is based on the taxable profit or loss for the year.  Taxable profit or loss differs from net profit or loss reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible.  The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.  The Company also receives a tax credit for its research and development activities.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused carried forward tax losses and unused carried forward tax credits can be utilised.  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 statement of comprehensive income, except where it relates to items charged directly to equity, in which case the deferred tax is also dealt with in equity.

 

Provisions

Provision is made for onerous contracts at the fair value of the minimum unavoidable lease payments.  A provision is recognised when the Company has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

 

Operating leases

Costs in respect of operating leases are charged on a straight line basis over the lease term even if payments are not made on such a basis.

 

The Company also acts as a lessor of assets, with respect to surplus office space at the systems design facility.  Lease income from tenants is recognised on a straight line basis over the term of the lease and is set off against the lease rentals paid to the landlord.

 

Retirement benefit costs

The pension costs charged in the financial statements represent the contributions payable by the Company during the year to the personal pension plans of certain directors and employees as part of a group personal pension plan.

 

Share-based Payments

IFRS 2, 'Share-based payments', has been applied to all grants of equity instruments after 7 November 2002 that were unvested as at 1 April 2010.

 

In accordance with IFRS 2, equity-settled share based payments are measured at fair value (including the effect of non market-based vesting conditions) at the date of grant.  Fair value is measured by the use of the Black-Scholes pricing model incorporating an appropriate market price discount based on the volume of shares.  The fair value is recognised on a straight line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2010

 

1          Critical accounting judgements and 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 significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Revenue recognition

The Company uses the percentage completion method in accounting for its fixed-price contracts to deliver services.  Use of the percentage completion method requires the Company to estimate the services performed to date as a proportion of the total services to be performed.  Were the proportion of services performed to total services to be performed differ from management's estimates, the amount of revenue recognised would differ.

 

Provision for impairment of receivables

Provision for impairment is made against receivables when it is clear that 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.  In the year ended 31 March 2008, a provision of £700,000 was made against receivables due from one customer.  This was still in place at 31 March 2009 and 31 March 2010.

 

Intangible assets 

The Company capitalises the costs of its research and development activities under IAS 38.  The amount capitalised in each year is the total expenditure on applicable projects  The maximum carrying value of each intangible asset is calculated with reference to anticipated future income that the intangible asset will generate including both contracted income and direct potential income where such income is deemed to be probable by management.   Intangible assets are amortised in line with the income generated and where the amount of income generated from the intangible assets differs from management's previous estimates, the amount of amortisation charged would also differ.

 

2          Financial Risk Management

 

2.1  Financial Risk Factors

The Company's activities expose it to a variety of risks with financial impacts: market risk, technology risk, liquidity risk and credit risk. The Company's overall risk management programme focuses on the unpredictability of key markets and seeks to minimise potential adverse effects on the Company's financial performance. Risk management is carried out by the Board.

 

(a)   Market Risk

(i)    Foreign exchange risk

The Company transacts internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro and the UK pound. Foreign exchange risk arises from future commercial transactions, and recognised assets and liabilities.  The Company manages its foreign exchange risk by considering the need to hedge new foreign denominated long-term contracts as they are entered into.

At 31 March 2010, if the UK Pound had weakened/strengthened by 10% against the US dollar with all other variables held constant, post-tax loss for the year would have been £17,000 (2009: £57,000) higher/lower, mainly as a result of foreign exchange gains/losses on translation of US dollar-denominated trade receivables, trade payables and financial assets at fair value through profit or loss. Profit is less sensitive to movement in UK Pound/US dollar exchange rates in 2010 than 2009 because of the reduced amount of US-dollar denominated receivables and cash balances.



2        Financial Risk Management (continued)

 

At 31 March 2010, if the UK Pound had weakened/strengthened by 10% against the Euro with all other variables held constant, post-tax loss for the year would have been £nil (2009: £107,000) higher/lower, mainly as a result of foreign exchange gains/losses on translation of euro-denominated trade receivables, trade payables and financial assets at fair value through profit or loss. Profit is much less sensitive to movement in UK Pound/Euro exchange rates in 2010 than 2009 because of the reduced amount of Euro denominated receivables and cash balances.

 

(ii) Commodity Price risk

The Company is exposed to increases in silicon processing costs directly through the assessment of the fair value of inventory through profit or loss and the cost of fulfillment of future orders. The exposure to commodity price risk is currently immaterial to the results of the Company. There is an indirect risk of similar factors affecting customers for custom design work.

 

(b) Technology Risk

The Company operates in an advanced technology area.  Developments are often made ahead of the anticipated market and therefore there is a risk that this market will never materialise or that the technology developed will not meet the exact market requirements. The Company is a member of numerous industry bodies and is constantly in contact with customers and potential customers to gain end market intelligence.  In light of this feedback, the Board reviews and updates the strategy and focus areas for investment.

 

(c) Credit risk

Credit risk arises from cash and cash equivalents deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. For banks and financial institutions, the Company divides its deposits among independently 'A' rated parties. Before entering a contract, the Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. The terms and payment profile of the contract are then negotiated accordingly.  Details of the company's maximum credit risk are disclosed in note 14.

 

The following table presents the group's financial assets and liabilities at 31 March 2010.

 

Financial Assets

2010

£'000

2009

£'000

Cash and cash equivalents

4,145

3,585

Available-for-sale

-

-

Loans and receivables

1,061

983

Derivatives used for hedging

-

-

Total

5,206

4,568




Current financial liabilities

2010

£'000

2009

£'000

Trade and other payables

1,075

572

Bank loans and overdrafts

-

-

Obligations under finance leases

-

-

Other current financial liabilities

-

-

Non-current financial liabilities



Bank loans

-

-

Obligations under finance leases

-

-

Convertible loan notes

-

-

Contingent consideration

-

-

Other non-current financial liabilities

-

-

Total

1,075

572

 

(d) Liquidity risk

Management monitors rolling forecasts of the Company's cash reserves on the basis of expected cash flow. This is generally carried out monthly and reviewed at the monthly board meeting.  If potential future liquidity issues are identified actions are put in place to mitigate the risk.

 

The tables below analyse the Company's financial assets held for managing liquidity risk which are considered to be readily saleable or are expected to generate cash inflows to meet cash outflows on financial liabilities.

2010







Within 6 months

6  months - 1 year

1 to 5 years

Over 5 years

Total

Cash at bank and on hand

290

-

-

-

290







Short-term deposits 

3,855

-

-

-

3,855







Finance lease receivables 

-

-

-

-

-







Trade receivables

237

-

-

-

237







Available for sale investments

-

-

-

-

-







Financial instruments held for trading

-

-

-

-

-








4,382

-

-

-

4,382

 

 

2009







Within 6 months

6  months - 1 year

1 to 5 years

Over 5 years

Total

Cash at bank and on hand

1,072

-

-

-

1,072







Short-term deposits 

2,513

-

-

-

2,513







Finance lease receivables 

-

-

-

-

-







Trade receivables

696

-

-

-

696







Available for sale investments

-

-

-

-

-







Financial instruments held for trading

-

-

-

-

-








4,281




4,281

 

 

2.2  Capital risk management

The Company's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.  Long term forecasts for three and five years are prepared and reviewed at board meetings to determine the appropriate capital structure for the Company at each stage in those plans.  At the current time, the board believe is appropriate that the Company is funded entirely through equity.  The level and purpose of funding requirements are reviewed, at least quarterly, at board meetings and where capital requirements are identified, market sentiment is judged in discussion with the Company's NOMAD and broker.   Detailed plans are then made to meet the requirement either from existing shareholders, new investors or strategic partnerships.

 

2.3  Fair value estimation

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of long term trade receivables and payables is estimated by discounting the future contractual cash flows at the current market interest rate for the underlying currency of the transaction.

 

3          Segmental Reporting

 

Operating Segments 

At 31 March 2010 the business was organised into three main operating segments:

·      Development Engineering - The provision of custom IC design solutions.

·      Licence fees and royalties - Licences and royalties paid to the Company for use of existing IP and expertise.

·      Product sales - Sales of the Company's Jewel, Topaz and other physical products.

These segments have been identified with reference to the key drivers to the long term strategy of the Company. There were no inter-segmental sales.

 


Year ended 31 March 2010

Development Engineering

Licence Fees and Royalties

Products

Unallo-cated

Total



£'000

£'000

£'000

£'000

£'000









Total segment revenue

1,576

122

313

-

2,011



               

               

             

               

            









Segment (loss) / profit before foreign exchange losses, investment income and tax

(1,250)

(1,568)

15

-

(2,803)


Foreign exchange losses

-

-

-

(160)

(160)


Investment income

-

-

-

79

79



               

               

             

               

            


(Loss)/Profit before tax

(1,250)

(1,568)

15

(81)

(2,884)


Tax

-

497

21

-

518



               

               

             

               

            


(Loss)/Profit for the year

(1,250)

(1,071)

36

(81)

(2,366)



               

               

             

               

            
















Segment assets

838

3,174

557

-

4,569


Unallocated assets







 - Cash and cash equivalents

-

-

-

4,145

4,145


 - Current tax assets

-

-

-

108

108


 - Corporate prepaid expenses

-

-

-

335

335


 - Other corporate receivables

-

-

-

12

12



               

               

             

               

            


Total assets

838

3,174

557

4,600

9,169



               

               

             

               

            















 



3        Segmental Reporting (continued)

 



Development Engineering

Licence Fees and Royalties

Product Sales

Unallo-cated

Total



£'000

£'000

£'000

£'000

£'000









Segment liabilities

424

292

242

-

958


Unallocated liabilities







 - Social security and  tax liabilities

-

-

-

117

117



               

               

             

               

            


Total liabilities

424

292

242

117

1,075



               

               

             

               

            









Other segment items







Capital expenditure

69

91

15

-

175


Creation of intangible assets

-

2,179

92

-

2,271


Depreciation

43

57

38

-

138


Amortisation of intangible assets

-

111

-

-

111



               

               

             

               

            








                          



3        Segmental Reporting (continued)


Year ended 31 March 2009

Development Engineering

Licence Fees and Royalties

Product Sales

Unallo-cated

Total



£'000

£'000

£'000

£'000

£'000









Revenue

906

195

91

-

1,192



               

               

             

               

            









Segment loss before foreign exchange gains, investment income and tax

(397)

(2,257)

(739)

-

(3,393)


Foreign exchange gains

-

-

-

254

254


Investment income

-

-

-

216

216



               

               

             

               

            


(Loss)/Profit before tax

(397)

(2,257)

(739)

470

(2,923)


Tax

-

334

-

-

334



               

               

             

               

            


(Loss)/Profit for the year

(397)

(1,923)

(739)

470

(2,589)



               

               

             

               

            
















Segment assets

415

1,222

332

-

1,969


Unallocated assets







 - Cash and cash equivalents

-

-

-

3,585

3,585


 - Current tax assets

-

-

-

6

6


 - Corporate prepaid expenses

-

-

-

144

144


 - Other corporate receivables

-

-

-

261

261









Total assets

               

               

             

               

            



415

1,222

332

3,996

5,965



               

               

             

               

            









Segment liabilities

209

233

165

-

607


Unallocated liabilities







 - Social security and tax liabilities

-

-

-

99

99



               

               

             

               

            


Total liabilities

209

233

165

99

706



               

               

             

               

            


Other segment items







Capital expenditure

15

59

69

-

143


Creation of intangible assets

-

1,066

268

-

1,334


Depreciation

25

78

27

-

130


Amortisation of intangible assets

-

634

256

-

890



               

               

             

               

            








 



3        Segmental Reporting (continued)

 


Geographical Information


The Company manages its operating segments on a global basis.  The Company's operations are based in the UK.  The following table provides an analysis of the Company's sales by geographical market, irrespective of the origin of the goods and services:







          2010

£'000 

          2009

£'000 


United Kingdom

506

73


Rest of Europe

962

722


North America

421

343


Asia Pacific

122

54



               

               



2,011

1,192



               

               





 

The following is an analysis of the carrying amount of segment assets, and additions to property, plant & equipment and intangible assets, analysed by the geographical area in which the assets are located.

 



Additions to property, plant & equipment and intangible assets



2010

£'000 

2009 

£'000 

2010 

£'000 

2009 

£'000 


United Kingdom

8,556

5,222

2,435

1,414


Rest of Europe

201

531

-

3


North America

391

210

-

-


Asia Pacific

21

2

11

60



             

             

             

             



9,169

5,965

2,446

1,477



             

             

             

             

 

Information About Major Customers

In the year ended 31 March 2010, 72% of revenues related to Development Engineering with the Company's three largest customers in approximately equal proportions. 

 

In the year ended 31 March 2009, 55% of revenues related to Development Engineering with the Company's largest customer in that year.  They are not a major contributor to revenues in the year ended 31 March 2010. 

 

In the year ended 31 March 2010, 14% of revenues related to Products revenue from one customer.  In the year ended March 2009, no customer for Products accounted for more than 10% of revenues.

 

4

Investment Income





2010 

£'000 

2009 

£'000 


Bank interest received on cash balances

79

216



               

               



79

216



               

               





 





2010

£'000

2009

£'000


Staff costs (note 6)

2,580

2,374


Depreciation and amortisation (see notes 10 & 11)

248

1,020


Change in inventory

29

(74)


Premises cost

293

330


Transport costs

159

171


Marketing expenses

63

88


Professional fees

438

390


Research & development costs not capitalised

54

238


Exchange rate loss / (gain)

160

(254)


Other expenses

950

48



               

               


Total cost of sales and administrative expenses

4,974

4,331



               

               






Included within cost of sales and administrative expenses are operating lease rentals payable:




Land and buildings

194

276


Plant & machinery

15

15


Software licences

385

344













 

5b

Auditor's remuneration in respect of both audit and non-audit services:

2010

£'000

2009

£'000






Fees payable to the Company's auditors for the audit of the Company's annual report

21

21






Fees payable to the Company's auditors and their associates for other services to the Company




Interim review

5

5


Tax services

3

3



               

               


Total non-audit fees

8

8



               

               



 

6

Staff Costs




The average monthly number of persons, including directors, employed by the Company during the year was:



2010

No.

2009 

No. 


Marketing and administration

19

19


Research and engineering

43

34



               

               



62

53



               

               

 



2010 

£'000 

2009 

£'000 


Aggregate remuneration for the above persons comprised:




    Salaries

3,222

2,624


    Social security costs

368

299


    Pension contributions

88

75


    Share based payments (note 19)

40

29



_________

_________



3,718

3,027



             

             

 

Of the staff costs above £503,000 (2009: £234,000) is included within cost of sales and £2,077,000 (£2,140,000) is included within administrative expenses in the statement of comprehensive income and a further £1,138,000 (2009: £653,000) has been capitalised within intangible assets.  Included above are social security costs of £58,000 (2009: £56,000) that relate to key management.

7       Directors' emoluments and key management compensation

 

The Directors are of the opinion that the key management of the Company comprises the executive and non-executive directors.  These persons have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.  At 31 March 2010, key management comprised 5 people (2009: 5 people).  The emoluments of the Directors for the current and prior year are set out below.

 

Directors' emoluments 2010


 

Basic Salary

£'000

 

 

Benefits  £'000

 

E'ers
 NIC

£'000

Total

Excl.

Pension

£'000

 

 

Pension

£'000

Share option

gains

£'000

 

Total 2010

£'000

Malcolm Baggott

44

-

6

50

-

-

50

David Wollen

190

25

28

243

9

-

252

Dr Ian Buckley-Golder

22

-

3

25

-

-

25

Brian McKenzie

103

-

13

116

9

-

125

Dr Stephen Morris

90

7

12

109

9

-

118


        

        

        

        

        

        

        


449

32

62

543

27

-

570


        

        

        

        

        

        

        

 

Directors' emoluments 2009


 

Basic Salary

£'000

 

 

Benefits  £'000

 

E'ers
 NIC

£'000

Total

Excl.

Pension

£'000

 

 

Pension

£'000

Share option

gains

£'000

 

Total 2009

£'000

Malcolm Baggott

44

-

6

50

-

-

50

David Wollen

190

25

28

243

9

-

252

Marc Borrett (resigned 8 August 2008)

39

4

6

49

3

-

52

Dr Ian Buckley-Golder

22

-

3

25

-

-

25

Brian McKenzie

85

-

11

96

7

-

103

Dr Stephen Morris (appointed 20 November 2008)

32

3

4

39

3

-

42


        

        

        

        

        

        

        


412

32

58

502

22

-

524


        

        

        

        

        

        

        

 

The pension figures above include Company contributions to personal pension plans held by David Wollen, Brian McKenzie and Stephen Morris.

 

Details of the Directors' interests in share options are shown in the Directors' Report.

 



 

Taxation

2010 

£'000 

2009

£'000


Based on the loss for the year

-

-


Research & development tax credit

(517)

(310)


Adjustment to tax charge in respect of previous years

(1)

(24)



___        

___        



(518)

(334)



               

              










The tax assessed for the year is lower than the standard rate of corporation tax for small companies (21%). The differences are explained below:



2010 

£'000 

2009

£'000


Loss on ordinary activities before tax

(2,884)

(2,923)



                

                






Loss on ordinary activities multiplied by standard rate of corporation tax of 21%

(606)

(614)


Effects of:




Expenses not deductible for tax purposes/income not taxable

2

1


Temporary differences

(1)

(2)


Research & development tax relief

(920)

(494)


Losses carried forward

1,000

793


Adjustment to tax charge in respect of previous years

(1)

(24)


IFRS 2 Share option charge

8

6



               

                


Total tax credit for the year

(518)

(334)



                

                

 

The Company had un-utilised tax losses at 31 March 2010 of £14,804,000  (2009: £14,355,000) which are available to offset against future taxable profits. No deferred tax asset has been recognised in respect of these losses as the timing of their utilisation is uncertain.

 



 

9

 

Loss per share

 




Basic and diluted loss per share is calculated by dividing the loss for the year attributable to ordinary shareholders for by the weighted average number of shares in issue during the year.  At 31 March 2010 2,628,000 share options (2009: nil) had an exercise price less than the current share price.  The weighted average number of shares used for the purpose of calculating diluted earnings per share has not been adjusted for the potential ordinary shares with the effect that basic and diluted earnings per share are identical. The potential ordinary shares are regarded as  anti-dilutive because  their conversion to ordinary shares would have the effect of decreasing the loss per share from continuing operations.

 



2010 

£'000 

2009 

£'000 


Loss for the year

2,366

2,589



Number of shares

Number of shares


Weighted average number of shares

81,786,575

61,556,121

 



Fixtures, 

fittings and 

equipment 

£'000 


Cost





1 April 2008



1,586


Additions



143


Disposals



(757)





               


1 April 2009



972


Additions



175





               


31 March 2010



1,147





               


Depreciation





1 April 2008



1,380


Charge for the year



130


Disposals



(755)





               


1 April 2009



755


Charge for the year



138





               


31 March 2009



893





               


Carrying amount










At 31 March 2010



254





               


At 31 March 2009



217





               


At 1 April 2008



206





               

 

The depreciation charge is included within administrative expenses in the statement of comprehensive income.



Development Projects 

£'000 


Cost





1 April 2008



1,388


Additions



1,334





                


1 April 2009



2,722


Additions



2,271





                


31 March 2010



4,993





                







Amortisation





1 April 2008



1,186


Charge for the year



890





                


1 April 2009



2,076


Charge for the year



111





                


31 March 2010



2,187





                







Carrying Amount





31 March 2010



2,806





                







31 March 2009



646





                







1 April 2008



202





                

 

The amortisation charge is included within administrative expense in the statement of comprehensive income.

 

 

 

 

 

 

 

 

 

 

 

 

 


The Company's only investment is £2,000 in the shares of its dormant subsidiary undertaking, Innovision Concepts Limited, a company registered in England. This investment represents 100% of the issued ordinary share capital.  The capital and reserves of the subsidiary at the year end amounted to £(81,377) (2009: £(81,377)).  This deficit represents amounts due to the Company and is fully provided within the Company's accounts.

 

2010 

£'000 

2009 

£'000 






Products for resale

51

80



                

                

 

The fair value of inventories is assessed at the cost of bringing them to their current state and location.  Any charge related to the movement in the value of inventories is taken to cost of sales within the statement of comprehensive income.  No provision has been made for an impairment in value of inventories.

 

2010 

£'000 

           2009

£'000 


Amounts falling due within one year:




Trade receivables

552

1,011


Less provision for impairment of trade receivables

(315)

(315)



               

               


Trade receivables - net

237

696


Other receivables

6

178


VAT

109

6


Prepayments and accrued income

1,043

245



               

               



1,395

1,125



               

               


Amounts falling due after more than one year:




Other receivables

1

2



               

               



1

2



               

               



1,396

1,127



                

                

 

In the year ended 31 March 2008 as described in note 1, a provision of £700,000 was made against amounts due from one customer. £250,000 of this provision is included in the provision for impairment of trade receivables and the remaining £450,000 is a provision against accrued income.  This provision remained in place at 31 March 2010.

 

At 31 March 2010 £133,000 of trade receivables (2009: £240,000) were fully performing.

 

At 31 March 2010 £104,000 of trade receivables (2009: £456,000) were past due but not impaired.  These relate to a number of customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:



2010 

£'000 

2009 

£'000 






Up to 3 months

79

315


3 to 6 months

25

-


Over 12 months

-

141



               

               



104

456



                

                

 

The average credit period during the year ended 31 March 2010 was 56 days (2009: 62 days).  At 31 March 2010 £315,000 (2009: £315,000) of trade receivables were impaired and provided for.  The individually impaired receivables relate to customers which are unexpectedly in difficult economic situations.  It was assessed that a portion of the receivables is expected to be recovered.  The ageing analysis of these receivables is as follows: £4,000 between 6 and 12 months and £311,000 over 1 year.  There has been no movement on the provision since 31 March 2010.

 



 

14         Trade and other receivables (continued)

 

The carrying amounts of the Company's trade and other receivables are denominated in the following currencies:

2010 

£'000 

2009 

£'000 


Sterling

1,209

441


Euros

10

464


US Dollars

177

222



               

              



1,396

1,127



               

              





There is no material difference between the book value and fair value of the trade and other receivables.

 

The maximum exposure to credit risk at the reporting date is:



2010 

£'000 

2009 

£'000 






Trade receivables - net

237

696



               

              

 

 








Cash and cash equivalents comprise cash held by the Company and short term bank deposits with an original maturity date of three months or less.  The carrying amount of these assets approximates their fair value.



2010 

£'000 

2009 

£'000 






Sterling short-term bank deposits

3,855

2,513


Current accounts - Sterling

66

25


Current accounts - Euro

10

615


Current accounts - US Dollars

214

432



           

           



4,145

3,585



           

           

 

The Company holds small balances in foreign currencies to meet current trading requirements. Cash surplus to immediate requirements is held on money market deposit at varying rates of interest.  The carrying value of the cash and cash equivalents approximates their fair values.

 

The Company's income is received in the following approximate percentages; 24% (2009: 33%) in Sterling, 59% (2009: 24%) in US Dollars and 17% (2009: 43%) in Euros. 

 

    The interest rates and maturity dates on the short-term deposits was as follows:

 


 

 

Interest Rate

Maturity


2010




£19,000

0.50%

Instant access


£934,000

1.40%

Instant access


£700,000

1.22%

6 days


£202,000

1.10%

12 days


£500,000

1.27%

34 days


£1,500,000

1.30%

34 days

 

15

Cash and cash equivalents (continued)





Interest Rate

Maturity


2009




£43,000

0.50%

Instant access


£324,000

1.40%

6 days


£576,000

2.75%

6 days


£320,000

1.93%

35 days


£500,000

4.16%

57 days


£350,000

2.13%

63 days


£400,000

1.50%

91 days

 

 

2010 

£'000 

2009 

£'000 




Trade payables

704

301


Other payables

20

17


Other taxation and social security

117

89


Accruals and deferred income

234

200



                

                



1,075

607



                

                





 

The carrying amounts of the Company's trade and other payables are denominated in the following currencies:

2010 

£'000 

2009 

£'000 






Sterling

835

520


Euros

20

7


US Dollars

220

80



               

               



1,075

607



                

                

 

There is no material difference between the book value and fair value of the trade and other payables.

 



 

Provisions

Onerous Lease 

£'000 

Dilapidation Provision 

£'000 

   Total       Provisions 

£'000 







Balance at 1 April 2008

54

-

54


Provision for dilapidations

-

80

80


Utilised during the year to 31 March 2009

(35)

-

(35)



                

                

                


Balance at 31 March 2009

19

80

99


Utilised during the year to 31 March 2010

(19)

(80)

(99)



                

                

                


Balance at 31 March 2010

-

-

-



                

                

                







A provision of £190,000 was recognised in the year ended 31 March 2006 in respect of a lease now considered onerous. The remaining provision was fully utilised during the year ended 31 March 2010.

 


A provision of £80,000 was recognised during the year ended 31 March 2009 in respect of the costs of bringing a premises back to the condition stated in the lease at the end of that lease. This provision was fully utilised during the year ending 31 March 2010.



 

2010 

£'000 

2009 

£'000 


Authorised Share Capital:








125,000,000 (2009: 80,000,000) ordinary shares of 1p each

1,250

800



                

                


Allotted, issued and fully paid:








91,556,121 (2009: 61,556,121) ordinary shares of 1p each

915

615



                

                

The Company has one class of ordinary shares which carry no right to fixed income.

 

Changes to equity during the year were as follows:

Share Capital
£'000 

Share Premium
£'000 

Retained Earnings

£'000 

 

Total

£'000 


Balance brought forward at 1 April 2008

615

21,735

(14,531)

7,819


Loss for the year transferred to Retained Earnings

-

-

(2,589)

(2,589)


Share Based payments

-

-

29

29



              

               

               

              


Balance at 31 March 2009

 

615

21,735

(17,091)

5,259


28 July 2009: Issued 4,115,740 new ordinary shares of 1p each

41

700

-

741


29 July 2009: Issued 25,884,260 new ordinary shares of 1p each

259

4,400

-

4,659


Costs associated with the issue of new shares

-

(239)

-

(239)


Loss for the year transferred to Retained Earnings

-

-

(2,366)

(2,366)


Share Based payments

-

-

40

40



              

               

               

              


Balance carried forward at 31 March 2010

915

26,596

(19,417)

8,094



              

               

               

              

 

The share premium account represents the excess of the price paid for shares over their nominal value less any directly attributable issue costs and is not distributable.  Retained Earnings represents the cumulative value of transfers from the Statement of comprehensive income.

 

On 2 July 2009, the authorised share capital of the Company was increased from £800,000 to £1,250,000 by the creation of an additional 45,000,000 Ordinary Shares of 1p each to rank pari passu in all respects with the existing Ordinary Shares of 1p each in the capital of the Company.

 

On 28 July 2009, 4,115,740 new ordinary shares of 1p each were issued for a consideration of £740,833 and on 29 July 2007, 25,884,260 new ordinary shares of 1p each were issued for a consideration of £4,659,167. 

 



18      Equity (continued)

 

Share Options

 

The following options and share awards over Ordinary Shares of 1p have been granted and were outstanding at the end of the year:

 

        Scheme

Date of grant

Number of shares for which rights are exercisable

Exercise price

Exercise period




31.03.10

01.04.09


From - To


EMI scheme

15/02/01

2,250

2,250

45p

15/02/04-15/02/11


EMI scheme

07/01/02

24,750

24,750

55p

07/01/05-07/01/12


EMI scheme

24/07/02

6,000

6,000

33.5p

24/07/05-24/07/12


EMI scheme

03/07/03

3,000

3,000

39p

03/07/06-03/07/13


EMI scheme

12/12/03

251,000

251,000

90p

12/12/06-12/12/13


EMI scheme

25/08/04

221,000

221,000

70.5p

25/02/06-25/08/14


EMI scheme

09/12/04

228,000

228,000

100p

09/12/07-09/12/14


EMI scheme

28/07/05

115,000

115,000

127.5p

28/07/08-28/07/15


EMI scheme

10/01/06

50,000

50,000

65p

10/01/09-10/01/16


EMI scheme

07/02/06

163,934

163,934

61p

07/02/09-07/02/16


EMI scheme

19/07/06

184,000

188,000

43p

19/07/09-19/07/16


EMI scheme

21/01/07

8,000

8,000

49.5p

20/01/10-20/01/17


EMI scheme

21/09/07

200,000

208,000

36.5p

21/09/10-21/09/17


EMI scheme

05/08/08

500,000

500,000

11.75p

05/08/11-05/08/18


EMI scheme

23/09/08

228,000

242,000

12.25p

23/09/11-23/09/18


EMI scheme

20/01/09

500,000

500,000

11.75p

20/01/12-20/01/19


EMI scheme

21/09/09

254,000

-

21.50p

21/09/12-21/09/19


EMI scheme

21/01/10

222,950

-

18.50p

20/01/13-20/01/20


EMI scheme

01/03/10

18,000

-

17p

01/03/13-01/03/20


Approved scheme

15/02/01

47,050

47,050

45p

15/02/04-15/02/11


Approved scheme

12/12/03

20,000

20,000

90p

12/12/06-12/12/13


Unapproved scheme

19/12/04

80,000

80,000

100p

09/12/07-19/12/14


Unapproved scheme

07/02/06

409,836

409,836

61p

07/02/09-09/02/16


Unapproved scheme

19/07/06

10,000

10,000

43p

19/07/09-19/07/16


Unapproved scheme

21/09/07

10,000

10,000

36.5p

21/09/10-21/09/17


Unapproved scheme

05/08/08

1,000,000

1,000,000

11.75p

05/08/11-05/08/18


Unapproved scheme

23/09/08

10,000

10,000

12.25p

23/09/11-23/09/18


Unapproved scheme

21/09/09

10,000

-

21.50p

21/09/12-21/09/19


Unapproved scheme

21/01/10

777,050

-

18.50p

20/01/13-20/01/20


LTIP scheme

19/07/06

300,000

300,000

1p

24/02/2010-19/07/16


LTIP scheme

19/07/06

90,000

90,000

1p

On announcement of results year ended March 2009-2011




                

                






5,943,820

4,687,820






               

                





19         Share Based Payments

 

The Company has a number of share option plans in existence.  Outstanding share options at 31 March 2010 are listed in Note 18.  Exercise of an option is subject to continued employment.  Options were valued using the Black-Scholes option-pricing model.

 

The fair value per option granted and the assumptions used in the calculation are as follows:









Grant date


01/03/10

20/01/10

21/09/09

20/01/09


Share price at grant date


£0.1700

£0.1850

£0.2150

£0.1175


Exercise price


£0.1700

£0.1850

£0.2150

£0.1175


No. of employees


3

2

46

1


Shares under option


18,000

1,000,000

274,000

500,000


Vesting period (years)


3.0

3.0

3.0

3.0


Expected volatility


61%

61%

62%

58%


Option life (years)


10

10

10

10


Expected life (years)


4.0

4.0

4.0

4.0


Risk free rate


2.0%

2.0%

2.1%

2.30%


Expected dividends expressed as a dividend yield


0.0%

0.0%

0.0%

0.0%


Fair value per option


£0.08

£0.06

£0.07

£0.04

 


Grant date

23/09/08

05/08/08

21/09/07

21/01/07

19/07/06


Share price at grant date

£0.1225

£0.1175

£0.3650

£0.4950

£0.4300


Exercise price

£0.1225

£0.1175

£0.3650

£0.4950

£0.4300


No. of employees

48

2

46

4

41


Shares under option

264,000

1,500,000

232,000

16,000

213,000


Vesting period (years)

3.0

3.0

3.0

3.0

3.0


Expected volatility

55%

55%

52.0%

48.0%

48.0%


Option life (years)

10

10

10

10

10


Expected life (years)

4.0

4.0

4.0

4.0

4.0


Risk free rate

4.50%

4.50%

5.00%

5.30%

5.30%


Expected dividends expressed as a dividend yield

0.0%

0.0%

0.0%

0.0%

0.0%


Fair value per option

£0.04

£0.03

£0.11

£0.18

£0.12

 

None of outstanding share options have attached performance criteria. 

 

The expected volatility is based on historical volatility over the last three years.  The expected life is the average expected period to exercise.  The risk free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.

 



19         Share Based Payments (continued)

 

A reconciliation of option movements over the year to 31 March 2010 is shown below:

 


2010

2009


Number

Weighted average exercise price

Number

Weighted average exercise price

Outstanding at 1 April

4,687,820

£0.37

2,467,320

£0.59

Granted

1,292,000

£0.19

2,264,000

£0.12

Forfeited

36,000

£0.24

43,500

£0.44


                

                

                

                

Outstanding at 31 March

5,943,820

£0.33

4,687,820

£0.37


                

                

                

                

Exercisable at 31 March

2,213,820

£0.62

1,621,820

£0.79


                

                

                

                

 

The weighted average fair value of options granted in the year was £80,620 (2009: £75,560).

 

Share Options 2010

Range of exercise prices

Weighted average exercise price

Number of shares

Weighted average remaining life

Expected

Contractual

£0.00 - £0.75

£0.24

5,249,820

2.1

7.9

£0.75 - £1.50

£1.01

694,000

0.0

4.4

 

Share Options 2009

Range of exercise prices

Weighted average exercise price

Number of shares

Weighted average remaining life

Expected

Contractual

£0.00 - £0.75

£0.25

3,993,820

2.3

8.3

£0.75 - £1.50

£1.01

694,000

0.1

5.4

 

The total charge for the year relating to employee share based payment plans was £40,000 (2009: £29,000), all of which related to equity-settled share based payment transactions.

 



20         Operating lease commitments - minimum lease payments

 

At 31 March 2010 the Company had minimum lease payments under non-cancellable operating leases as follows:

Land & Buildings

Software Licences

Testing Equipment

Land & Buildings

Software Licences

Testing Equipment

2010 

£'000 

2010

£'000

2010

£'000

2009 

£'000 

2009

£'000

2009

£'000










Expiring within one year

143

350

3

188

321

15


Expiring in the second to fifth year

130

350

-

273

387

3



                

                

                

                

                

                



273

700

3

461

708

18



                

                

                

                

                

                









 

Operating leases on land and buildings relate to the Company's head office at Sheep Street, Cirencester and, in previous years, also included Ash Court, Wokingham.  The current lease for Sheep Street runs until February 2012.  The lease on Ash Court came to an end in July 2009. 

 

Leases for software licences relate to licence agreements for Electronic Design Automation tools, which agreed on three year terms.  The lease of testing equipment relates to one piece of equipment leased on a three year term which comes to an end in June 2010.

 

21        Cashflow




2010

£'000

2009

£'000

 

 





Loss before tax


(2,884)

(2,923)


Adjustments for:





Depreciation of property, plant & equipment


138

130


Loss on disposal of property, plant & equipment


-

2


Amortisation of intangible assets


111

890


Share based payments


40

29


(Decrease) / increase in provisions


(99)

45


Investment income


(79)

(216)




               

               


Operating cash flows before movements in working capital


(2,773)

(2,043)


Decrease / (increase) in inventories


29

(74)


(Increase) / decrease in receivables


(341)

1,232


Increase / (decrease) in payables


468

(10)




                

                


Cash used in operations


(2,617)

(895)


 


                

                






 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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