Enghouse Interactive (UK) Limited - Limited company accounts 16.3
Enghouse Interactive (UK) Limited - Limited company accounts 16.3
REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Audited Financial Statements |
for the Year Ended 31 October 2016 |
for |
ENGHOUSE INTERACTIVE (UK) LIMITED |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Contents of the Financial Statements |
for the Year Ended 31 October 2016 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 6 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
ENGHOUSE INTERACTIVE (UK) LIMITED |
Company Information |
for the Year Ended 31 October 2016 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
INDEPENDENT AUDITORS: |
337 Bath Road |
Slough |
Berkshire |
SL1 5PR |
SOLICITORS: |
Ashford House |
Grenadier Road |
Exeter |
EX1 3LH |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Strategic Report |
for the Year Ended 31 October 2016 |
The director presents his strategic report for the year ended 31 October 2016. |
REVIEW OF BUSINESS |
The results for the year and the financial position at the year-end were considered satisfactory by the director |
who expects continued growth in the foreseeable future. |
During the year the company transitioned from previously extant UK GAAP to FRS 101 - Reduced |
Disclosure Framework and has taken advantage of the disclosure exemptions allowed under this standard. |
The Company's parent undertaking, Enghouse Systems Limited, was notified of and did not object to the use |
of the EU-adopted IFRS disclosure exemptions. Details of the recognition or measurement differences |
arising on the adoption of FRS 101 are included in notes to these financial statements. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and the execution of the company's strategy are subject to a number of |
risks. |
The key business risks affecting the company are set out below. |
Risks are reviewed by management on an on-going basis and appropriate processes put in place to monitor |
and mitigate them. |
(i) Competition |
The group operates in a highly competitive market particularly around price and product availability/quality. |
This results not only in downward pressure on margins, but also the risk that we will not meet our customers' |
expectations. In order to mitigate this risk, management review pricing on an on-going basis. Furthermore, |
we undertake market research and customer surveys to understand our customers' expectations and whether |
their needs are being met. |
(ii) Economic, business and political environment |
Periodic difficulties or changes in the domestic or international economic, business or political environment |
particularly affecting the technology industry or industries from which we derive a significant portion of our |
revenues, increase the likelihood that customers will unexpectedly delay, cancel or reduce the size of orders. |
Management continues to invest in maintaining existing partner relationships and further establishing and |
expanding relationships with partners such that any general decline in trading conditions can be countered by |
expanding our opportunity base and attachment rate. |
(iii) Product development |
As the technological, market and industry conditions in our business can change very rapidly, if we do not |
successfully adapt our products to these changes, our revenues and profits can be damaged. This risk is |
mitigated by continuing to invest significantly in developing new products and enhancing existing products |
to respond to customer requirements, keeping pace with merging technologies as well as investing in an |
on-going program of education and training of our sales force and partners. |
PRINCIPAL ACTIVITIES |
The principal activities of the company in the year under review were those of providing software and |
services to medium and large enterprises. By combining voice recognition, speaker verification and CTI in |
an open standards solution, we are able to provide solutions and services that solve business problems, |
deliver reductions in operating costs, improve process efficiency and deliver a measurable return on |
investment. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Strategic Report |
for the Year Ended 31 October 2016 |
KEY PERFORMANCE INDICATORS |
Given that the company is a fully owned subsidiary of Enghouse Systems Limited which is a public |
company listed on the Toronto stock exchange, the Director is of the opinion that analysis using KPIs is not |
necessary for an understanding of the development, performance or position of the business. KPIs for the |
Enghouse Group can be found on page 1 of the Enghouse Systems Limited Annual Report 2016. |
ON BEHALF OF THE BOARD: |
17 July 2017 |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Report of the Director |
for the Year Ended 31 October 2016 |
The director presents his report with the financial statements of the company for the year ended 31 October 2016. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 October 2016. |
RESEARCH AND DEVELOPMENT |
In order to maintain the competitive position of the Company, there is a dedicated development team at |
Group level. |
FUTURE DEVELOPMENTS |
The company is a subsidiary of Enghouse Systems Limited, a publicly traded Canadian based software and |
services company founded in 1984. Enghouse serves a number of distinct vertical markets through its two |
divisions, each developing and selling enterprise oriented applications software. |
Enghouse's overall strategy is to create a larger and more diverse enterprise software company through |
strategic acquisitions and managed growth. The company is led by a seasoned team of proven executives |
who have years of experience building and running successful software companies. |
The external commercial environment is expected to remain competitive in 2016, while economic conditions |
remain uncertain. However, we remain confident we will maintain our market position through leveraging |
existing strong partner relationships and by continuing to invest in our product portfolio. |
DIRECTOR |
FINANCIAL RISK MANAGEMENT |
The director is responsible for setting risk management policies. The company's operations expose it to a |
variety of financial risks that include the effects of risk and liquidity. The company has processes in place to |
ensure these risks are minimised. |
i) Credit risk |
The company has implemented policies that require appropriate credit checks on potential customers before |
sales are made. |
ii) Liquidity risk |
The company aims to continuously assess and observe the level of funding required to finance the business |
to ensure that it has sufficient liquid assets for financing its operations. |
iii) Price risk and interest risk |
The company does not consider that it is exposed to any material risks in relation to price or interest rates. |
DISABLED EMPLOYEES |
The Company gives full consideration to applications for employment from disabled persons where the |
candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the |
job. Opportunities are available to disabled employees for training, career development and promotion. |
Where existing employees become disabled, it is the Company's policy to provide continuing employment |
wherever practicable in the same or an alternative position and to provide appropriate training to achieve this |
aim. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Report of the Director |
for the Year Ended 31 October 2016 |
EMPLOYEE INVOLVEMENT |
The Company operates a framework for employee information and consultation which complies with the |
requirements of the Information and Consultation of Employees Regulations 2005. Regular meetings are |
held between local management and employees to allow a free flow of information and ideas. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial |
statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law |
the director has elected to prepare the financial statements in accordance with United Kingdom Generally |
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including |
Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the director must |
not approve the financial statements unless he is 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 these financial |
statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is |
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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the |
Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he |
ought to have taken as a director in order to make himself aware of any relevant audit information and to |
establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Masons Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual |
General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Enghouse Interactive (UK) Limited |
We have audited the financial statements of Enghouse Interactive (UK) Limited for the year ended |
31 October 2016 on pages eight to twenty five. The financial reporting framework that has been applied in |
their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally |
Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure |
Framework'. |
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 a Report of the Auditors 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 director and auditors |
Scope of the audit of the financial statements |
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient |
to give reasonable assurance that the financial statements are free from material misstatement, whether |
caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to |
the company's circumstances and have been consistently applied and adequately disclosed; the |
reasonableness of significant accounting estimates made by the director; and the overall presentation of the |
financial statements. In addition, we read all the financial and non-financial information in the Strategic |
Report and the Report of the Director to identify material inconsistencies with the audited financial |
statements and to identify any information that is apparently materially incorrect based on, or materially |
inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware |
of any apparent material misstatements or inconsistencies we consider the implications for our report. |
Opinion on 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 October 2016 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Opinion on other matter prescribed by the Companies Act 2006 |
In our opinion the information given in the Strategic Report and the Report of the Director for the financial |
year for which the financial statements are prepared is consistent with the financial statements. |
Report of the Independent Auditors to the Members of |
Enghouse Interactive (UK) Limited |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
for and on behalf of |
337 Bath Road |
Slough |
Berkshire |
SL1 5PR |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Statement of Comprehensive Income |
for the Year Ended 31 October 2016 |
31.10.16 | 31.10.15 |
Notes | £'000 | £'000 |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
10,232 | 7,575 |
Other operating income |
OPERATING PROFIT |
Interest receivable and similar income |
11,939 | 7,629 |
Interest payable and similar expenses | 5 |
PROFIT BEFORE TAXATION | 6 |
Tax on profit | 8 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Balance Sheet |
31 October 2016 |
31.10.16 | 31.10.15 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Share premium | 15 |
Retained earnings | 15 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director on |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Statement of Changes in Equity |
for the Year Ended 31 October 2016 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 November 2014 |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | - |
Balance at 31 October 2015 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 October 2016 |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements |
for the Year Ended 31 October 2016 |
1. | STATUTORY INFORMATION |
Enghouse Interactive (UK) Limited is a |
and Wales. The company's registered number and registered office address can be found on the |
Company Information page. |
The functional currency and presentation currency of the financial statements is Pound Sterling (£). |
The Company as parent of a group has taken advantage of the exemption under s400 of the |
Companies Act 2006 not to prepare group accounts as it is a wholly owned subsidiary of Enghouse |
Systems Limited which is a public company listed on the Toronto stock exchange and is included in |
their consolidated financial statements. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial |
statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment; |
• | the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
• | the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations; |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
- | paragraph 79(a)(iv) of IAS 1; |
- | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
- | paragraph 118(e) of IAS 38 Intangible Assets; |
- | paragraphs 76 and 79(d) of IAS 40 Investment Property; and |
- | paragraph 50 of IAS 41 Agriculture; |
• | the requirements of paragraphs 10(d), 10)(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements; |
• | the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
• | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
Judgements and key sources of estimation uncertainty |
The preparation of financial statements requires management to make judgements, estimates and |
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and |
the amounts reported for revenues and expenses during the year. However, the nature of estimation |
means that actual outcomes could differ from those estimates. The following judgements (apart from |
those involving estimates) have had the most significant effect on amounts recognised in the financial |
statements: |
Operating lease commitments: |
The Company has entered into leases for buildings, vehicles and office machinery. The classification |
of such leases as operating or finance lease requires the Company to determine, based on an |
evaluation of the terms and conditions of the arrangements, whether it retains or acquires the |
significant risks and rewards of ownership of these assets and accordingly whether the lease requires |
an asset and liability to be recognised in the balance sheet. |
Taxation: |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
Management judgement is required to determine the amount of deferred tax assets that can be |
recognised, based upon the likely timing and level of future taxable profits together with an |
assessment of the effect of future tax planning strategies. |
Turnover |
Revenue represents net invoiced sales of goods, excluding value added tax. Revenue is recognised to |
the extent that it is probable that the economic benefits will flow to the Company and the revenue can |
be reliably measured. Revenue is measured at the fair value of the consideration received, excluding |
discounts, rebates, value added tax and other sales taxes. The company has four main streams of |
turnover. The streams along with the accounting policy associated with their recognition are as |
follows: |
- | Software licence and hardware sales - Turnover is recognised in full upon shipment of the software. This is deemed to be at the point of delivery to the customer. |
- | Maintenance sales - Maintenance sales are held on the balance sheet as "deferred revenue" and amortised over the period of maintenance to which it relates on a straight line basis. |
- | Service sales - Turnover for services such as consultancy and training are recognised upon the performance of the service. |
- | Hosted revenue - Software and services supplied over a centrally hosted platform are recognised by the number of ports used by the customers each month. |
Tangible fixed assets |
Short leasehold | - |
Fixtures, fittings and equipment | - |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments, assets and liabilities |
(i) | Financial assets |
Initial recognition and measurement |
The Company's financial assets include cash and short-term deposits, trade and other |
receivables and loans. |
Subsequent measurement |
The subsequent measurement of financial assets depends on their classification as follows: |
Loans and receivables |
Loans and receivables are non-derivative financial assets with fixed or determinable payments |
that are not quoted in an active market. Such assets are initially recognised at fair value and |
subsequently measured at amortised cost using the effective interest (EIR) method, less |
impairment. Amortised cost is calculated by taking into account any discount or premium on |
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is |
included in finance revenue in the income statement. Losses arising from impairment are |
recognised in the income statement in other operating expenses. Trade debtors, which |
generally have 30 day invoice terms, are recognised and carried at the lower of their original |
invoiced value and recoverable amount. Where the time value of money is material, |
receivables are carried at amortised cost. Provision for impairment is made through profit or |
loss when there is objective evidence that the Company will not be able to recover balances in |
full. Balances are written off when the probability of recovery is assessed as being remote. |
Derecognition of financial assets |
A financial asset is derecognised when (a) the rights to receive cash flows from the asset have |
expired or (b) the Company has transferred its rights to receive cash flows from the asset or |
has assumed an obligation to pay the received cash flows in full without material delay to a |
third party under a "pass through" arrangement; and either (i) the Company has transferred |
substantially all the risks and rewards of the asset, or (ii) the company has neither transferred |
nor retained substantially all the risks and rewards of the asset, but has transferred control of |
the asset. |
Impairment of financial assets |
The Company assesses at each reporting date whether there is any objective evidence that a |
financial asset or group of financial assets is impaired. If there is objective evidence that an |
impairment loss on loans and receivables carried at amortise cost has been incurred, the |
amount of the loss is measured as the difference between the asset's carrying amount and the |
present value of estimated future cash flows (excluding future credit losses that have been |
incurred) discounted at the financial asset's original effective interest rate (i.e. the effective |
interest rate computed at initial recognition). The carrying amount of the asset is reduced, |
with the amount of the loss recognised in administration costs. If, in a subsequent period, the |
amount of the impairment loss decreases and the decrease can be related objectively to an |
event occurring after the impairment was recognised, the previously recognised impairment |
loss is reversed. Any subsequent reversal of an impairment loss is recognised in the profit and |
loss account, to the extent that the carrying value of the asset does not exceed its amortised |
cost at the reversal date. |
(ii) | Financial liabilities |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
2. | ACCOUNTING POLICIES - continued |
Initial recognition and measurement |
All of the Company's financial liabilities are classified as loans and borrowings. The |
Company determines the classification of its financial liabilities at initial recognition. All |
financial liabilities are recognised initially at fair value plus directly attributable transaction |
costs. |
Subsequent measurement |
The measurement of financial liabilities depends on their classification as follows: |
Interest bearing loans and borrowings |
Obligations for loans and borrowings are recognised when the Company becomes party to the |
related contracts and are measured initially at the fair value of consideration received less |
directly attributable transaction costs. After initial recognition, interest bearing loans and |
borrowings are subsequently measured at amortised cost using the effective interest method. |
Derecognition of financial liabilities |
A liability is generally derecognised when the contract that gives rise to it is settled, sold, |
cancelled or expires. Where an existing financial liability is replaced by another from the |
same lender on substantially different terms, or the terms of an existing liability are |
substantially modified, such an exchange or modification is treated as a derecognition of the |
original liability and the recognition of a new liability, such that the difference in the |
respective carrying amounts together with any costs or fees incurred are recognised in profit |
or loss. |
(iii) | Offsetting of financial instruments |
Financial assets and financial liabilities are offset and the net amount reported in the |
consolidated balance sheet if, and only if, there is currently enforceable legal right to offset |
the recognised amounts and there is an intention to settle on a net basis, or to realise the assets |
and settle the liabilities simultaneously. |
(iv) | For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arms length market transactions; reference to the current fair value of another instrument this is substantially the same; discounted cash flow analysis or other valuation models. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to |
the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the |
balance sheet date. Deferred income tax is recognised on all temporary differences arising between |
the tax basis of assets and liabilities and their carrying amounts in the financial statements. |
Income tax is charged or credited to other comprehensive income if it relates to items that are charged |
or credited to other comprehensive income. Similarly, income tax is charged or credited directly to |
equity if it relates to items that are credited or charged directly to equity. Otherwise income tax is |
recognised in the income statement. |
Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will |
be available against which the deductible temporary differences, carried forward tax credits or tax |
losses can be utilised. Deferred income tax assets and liabilities are measured on an undiscounted |
basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, |
based on tax rates and laws enacted or substantively enacted at the balance sheet date. |
The carrying amount of deferred income tax assets is reviewed at each balance sheet date. Deferred |
income tax assets and liabilities are offset, only if a legally enforcement right exists to set off current |
tax assets against current tax liabilities, the deferred income taxes relate to the same taxation authority |
and that authority permits the company to make a single net payment. |
Research and development |
Research costs are expensed as incurred. Development expenditure on an individual project is |
recognised as an intangible asset when the Company can demonstrate the technical feasibility of |
completing the intangible asset so that it will be available for use or sale, its intention to complete and |
its ability to use or sell the asset, how the asset will generate future economic benefits, the availability |
of resources to complete the asset and the ability to measure reliably the expenditure during |
development. |
Following initial recognition of the development expenditure as an asset, the cost model is applied |
requiring the asset to be carried at cost less any accumulated amortisation and accumulated |
impairment losses. Amortisation of the asset begins when development is complete and the asset is |
available for use. It is amortised evenly over the period of expected future benefit. During the period |
of development, the asset is tested for impairment annually. |
Foreign currencies |
Transactions in foreign currencies are initially recorded in the entity's functional currency by applying |
the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities |
denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling |
at the balance sheet date. All differences are taken to the income statement. |
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated |
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at |
fair value in a foreign currency are translated using the exchange rates at the date when the fair value |
was determined. |
Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable to the |
company's pension scheme are charged to the income statement in the period to which they relate. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
2. | ACCOUNTING POLICIES - continued |
Investments |
Investments in subsidiary undertakings are recorded at cost plus incidental expenses less any |
provision for impairment. Impairment reviews are performed by the director where there has been an |
indication of potential impairment. |
Going concern |
The director believes that the Company is well placed to manage its business risks successfully. After |
making enquiries, the director has a reasonable expectation that the Company has adequate resources |
to continue in operational existence for the foreseeable future. Accordingly, the director continues to |
adopt the going concern basis in preparing the annual report and financial statements. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the principal activities of the company. |
An analysis of turnover by class of business is given below: |
31.10.16 | 31.10.15 |
£'000 | £'000 |
An analysis of turnover by geographical market is given below: |
31.10.16 | 31.10.15 |
£'000 | £'000 |
United Kingdom |
Europe |
Rest of the world |
4. | EMPLOYEES AND DIRECTORS |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Wages and salaries | 7,604 | 8,349 |
Social security costs |
Other pension costs |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average monthly number of employees during the year was as follows: |
31.10.16 | 31.10.15 |
Technical services | 48 | 53 |
Sales and marketing | 30 | 33 |
Research and development | 25 | 30 |
Finance and administration | 27 | 28 |
During the year, employees working in research and development were recharged to Enghouse |
Development UK Limited, another group company. |
31.10.16 | 31.10.15 |
£ | £ |
Director's remuneration |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Interest payable on amounts owed to group undertakings | - | 178 |
Interest payable on taxation | 8 | - |
6. | PROFIT BEFORE TAXATION |
The profit before taxation is stated after charging/(crediting): |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Cost of inventories recognised as expense |
Depreciation - owned assets |
Foreign exchange differences | ( | ) |
Research and development | - | 2,762 |
Operating leases - other | 344 | 440 |
Operating leases - plant and machinery | 27 | 19 |
Write down of intercompany balances | - | 460 |
The charges for operating leases are borne by the company but the financial commitment remains |
with Enghouse Development (UK) Limited. |
During the prior year the company wrote down the value of intercompany balances to nil for those |
entities where the assets were transferred to the company as part of the restructuring process or if the |
owing company had insufficient funds. The opposite entry was made in the financial statements of the |
respective company. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
7. | AUDITORS' REMUNERATION |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Fees payable to the company's auditors and their associates for the audit of the company's financial statements |
For the financial statement ended 31 October 2016 the company had 2 separate auditors being |
PricewaterhouseCoopers LLP and Masons. The remuneration payable to each auditor was: |
£'000 |
- | PricewaterhouseCoopers LLP | 50 |
- | Masons | 15 |
Audit fees of £5,000 (2015 - £5,000) for the following companies are borne by the company; Arc |
Solutions (International) Limited, Enghouse Development (UK) Limited and Enghouse Interactive |
Holdings (UK) Limited. |
8. | TAXATION |
Analysis of tax expense |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Current tax: |
Tax |
Prior period taxation | (90 | ) | 13 |
Total current tax | 2,290 | 885 |
Deferred tax |
Total tax expense in statement of comprehensive income |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
8. | TAXATION - continued |
Factors affecting the tax expense |
The tax assessed for the year is lower (2015 - higher) than the standard rate of corporation tax in the |
UK. The difference is explained below: |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of | 2,386 | 1,521 |
Effects of: |
Expenses not taxable for tax purposes | - | 125 |
Capital allowances in excess of depreciation | 31 | 10 |
Items not allowable for tax purposes | 22 | 23 |
Group loss relief | (30 | ) | (20 | ) |
Tax losses utilised | - | (787 | ) |
Research and development tax credit | (29 | ) | - |
Adjustment in respect of prior years | (18 | ) | (61 | ) |
Deferred tax charged to comprehensive income | (27 | ) | 752 |
Change in the prevailing rate of tax | - | 19 |
Tax expense |
Other than the deferred tax asset there are no other factors that affect future tax charges. |
The standard rate of corporation tax in the UK changed from 21% to 20% with effect from 1 April |
2016. |
In addition to the changes in the corporation tax rate further changes to the UK tax system were |
announced in the July 2016 UK budget statement. These include proposals to reduce the main rate of |
corporation tax to 19% from the 1 April 2017 and to 18% from the 1 April 2020. These further |
changes had not been substantively enacted at the balance sheet date and are therefore not reflected in |
these financial statements. |
The overall effect of these changes if they had been applied to the deferred tax balance at the balance |
sheet date would be to reduce the deferred tax asset by an additional £30,000 with a resultant increase |
in the tax expense for the year. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
9. | TANGIBLE FIXED ASSETS |
Fixtures, |
fittings |
Short | and |
leasehold | equipment | Totals |
£'000 | £'000 | £'000 |
COST |
At 1 November 2015 |
Additions |
At 31 October 2016 |
DEPRECIATION |
At 1 November 2015 |
Charge for year |
At 31 October 2016 |
NET BOOK VALUE |
At 31 October 2016 |
At 31 October 2015 |
10. | INVESTMENTS |
Shares in |
group |
undertakings |
£'000 |
COST |
At 1 November 2015 | 34,731 |
Additions | 4,391 |
At 31 October 2016 | 39,122 |
NET BOOK VALUE |
At 31 October 2016 | 39,122 |
At 31 October 2015 | 34,731 |
The company's investments at the Balance Sheet date in the share capital of companies include the |
following: |
Registered office: A company registered in Germany |
Nature of business: |
% |
Class of shares: | holding |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
10. | INVESTMENTS - continued |
Registered office: Imperium, Imperial Way, Reading, Berkshire, Reading RG2 0TD |
Nature of business: |
% |
Class of shares: | holding |
Registered office: A company registered in Canada |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Imperium, Imperial Way, Reading, Berkshire, Reading RG2 0TD |
Nature of business: |
% |
Class of shares: | holding |
The company was registered as being dissolved on the 14 February 2017. |
Registered office: Imperium, Imperial Way, Reading, Berkshire, Reading RG2 0TD |
Nature of business: |
% |
Class of shares: | holding |
The company was registered as being dissolved on the 14 February 2017. |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Deferred tax asset |
Prepayments and accrued income |
Amounts owed by group undertakings are subject to a nominal interest charge at a rate of 2.25%, are |
unsecured and repayable upon demand. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.10.16 | 31.10.15 |
£'000 | £'000 |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
VAT | - | 275 |
Other creditors |
Accruals and deferred income |
Amounts owed to group undertakings are subject to a nominal interest charge at a rate of 2.25%, are |
unsecured and repayable upon demand. |
13. | DEFERRED TAX |
£'000 |
Balance at 1 November 2015 | ( | ) |
Credit to Statement of Comprehensive Income during year | (27 | ) |
Prior period adjustment | 72 |
Balance at 31 October 2016 | ( | ) |
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do |
so. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number | Class | Nominal | 31.10.16 | 31.10.15 |
value: | £ | £ |
3,624,785 | Participating Preferred | 0.001p | 36 | 36 |
2,840,000 | Deferred | 0.001p | 28 | 28 |
3,684,791 | Convertible Preferred | 0.001p | 37 | 37 |
60,000,000 | Senior Convertible Preference | 0.001p | 600 | 600 |
5,371,552 | A Ordinary | 0.001p | 54 | 54 |
315,140 | Ordinary | £1 | 315,140 | 315,140 |
315,895 | 315,895 |
The 'A' ordinary shares, participating preferred shares, convertible preferred shares and senior |
convertible preference shares rank equally in respect of dividends and votes. The deferred shares have |
no entitlement to dividends or to vote. |
Upon the winding up of the company any surplus is used first to repay the capital of the holders of the |
senior convertible preference shares, then to the participating preferred shares and then the holders of |
the convertible preferred shares. In any remaining surplus up to a maximum of £1,000,000, the |
holders of the participating preferred shares and the 'A' ordinary shares shall then rank as one class. |
Amounts over and above this are first used to repay the subscription price to the holders of the |
deferred shares and then allocated to the holders and the participating preferred shares and the 'A' |
ordinary shares who shall then rank as one class. |
15. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£'000 | £'000 | £'000 |
At 1 November 2015 | 35,306 |
Profit for the year |
At 31 October 2016 | 44,902 |
16. | ULTIMATE PARENT COMPANY |
Enghouse Systems Limited (incorporated in Canada ) is regarded by the director as being the |
company's ultimate parent company. |
The company's immediate parent undertaking is Enghouse Interactive Holdings (UK) Limited, a |
company incorporated in England and Wales. |
The only group in which the results of the company for the year ended 31 October 2016 are |
consolidated was that headed by Enghouse Systems Limited. The consolidated accounts of this group |
for that year are available to the public and may be obtained from |
www.enghouse.com/investors/financials.html. |
ENGHOUSE INTERACTIVE (UK) LIMITED (REGISTERED NUMBER: 04230977) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2016 |
17. | TRANSITION TO FRS 101 |
For all periods up to and including the year ended 31 October 2015, the Company prepared its |
financial statements in accordance with previously extant United Kingdom generally accepted |
accounting practice (UK GAAP). These financial statements, for the year ended 31 October 2016, are |
the first the Company has prepared in accordance with FRS 101. |
Accordingly, the Company has prepared financial statements which comply with IFRS applicable for |
periods ending on or after 31 October 2016, together with the comparative period data as at and for |
the year ended 31 October 2015, as described in the accounting policies, and the significant |
accounting policies meeting those requirements are described in the relevant notes. |
In preparing these financial statements, the Company has started from an opening balance sheet as at |
1 November 2015, the Company's date of transition to FRS101, and made those changes in accounting |
policies and other restatements required for the first-time adoption of FRS 101. As such, this note |
explains the principal adjustments made by the Company in restating its balance sheet as at 1 |
November 2015 prepared under previously extant UK GAAP and its previously published UK GAAP |
financial statements for the year ended 31 October 2015. |
On transition to FRS 101, the company has applied the requirements of paragraphs 6-33 of IFRS 1 |
"First time adoption of International Financial Reporting Standards". |
On transition to FRS 101, no adjustments were required to the previous UK reported opening sheet |
presentation as at 1 November 2015. |