CDOG.L Regulatory News (CDOG)

11 April 2016

CDialogues plc

("CDialogues", the "Company" or the "Group")

Final Results for the year ended 31 December 2015

CDialogues plc (AIM: CDOG), the provider of mobile marketing solutions to Mobile Network Operators ("MNOs"), announces its audited final results for the year ended 31 December 2015.

Financial highlights

· Revenues of €8.71m (2014: €9.92m)

o Subscription revenues accounted for 82% of total revenues (2014:76%)

· EBITDA (adjusted*) of €1.55m (2014: €2.94m)

· Profit before tax of €0.98m (2014: €2.61m)

· Earnings per share of €0.15 (2014: €0.43)

· Free Cash Flow up 22% to €1.49m (2014: €1.22m**)

· Net cash as of 31 December 2015 up 49% to €3.61m (2014: €2.42m)

* Earnings before interest charges, taxation, depreciation, amortisation and share-based payment charges

** After development costs and capital expenditure and excluding one-off items relating to AIM listing

Operational highlights

· During 2015, the Company operated a total of eight mobile marketing projects in six countries across the Middle East and Southeast Asia

· Delivery of Mobile Marketing projects to a total subscriber base of above 20 million customers (2014:35 million) which attracted more than 1.4 million unique subscribers

· Ongoing implementation of subscription-based recurring revenue model to existing clients

Pale Spanos, Chief Executive Officer, commented: "Whilst the financial performance for the 12 months to 31 December 2015 was below our expectations, as had been highlighted in previous announcements, the Company continued to invest in our products and further strengthened its balance sheet.

During the period we focussed on serving our existing clients and ensuring that these projects were well executed.

Whilst our existing client base has remained unchanged during the first quarter of 2016, and we expect revenues from these existing projects to decline during the course of the year, the business remains well placed and well-funded to capitalise on the new business opportunities that may arise this year." 

Enquiries:

About CDialogues

CDialogues provides mobile marketing solutions enabling MNOs to retain and acquire market share, increase average revenue per user (ARPU) and reducing subscriber churn.

The Company's products and services deliver fully managed solutions, utilizing advanced Data analytics techniques combined with Linguistic engineering marketing, to build awareness and multiply sales and opt-ins of promotional offerings and other mobile content being offered by the MNOs.

The solutions designed by the Company, are tailored and served with the appropriate Linguistic format, to each individual mobile network subscriber typology and geography it operates in, using its proprietary software and scalable infrastructure.

The majority of CDialogues' revenues are derived from a recurring subscription-based revenue model, which has been pioneered by the Company. As a result, the Company benefits from incremental cash flow growth from each new campaign customer and mobile network subscriber.

The Company's near-term focus is on growing both its customer base and expanding its geographic footprint in selected markets in the Middle East, Africa and Southeast Asia, where mobile device penetration and mobile network usage is growing rapidly.

CHAIRMAN'S STATEMENT

The 12-month period to 31 December 2015 was clearly a challenging one.

The period was therefore one of consolidation for the Company as we focused on delivery of existing contracts across geographies where MNO subscriber churn has traditionally been high, due to the fact that mobile phone subscribers typically use pre-pay mobile phone tariffs.

A decision was also made to focus on further product development during the period, and whilst certain project launches were delayed, the company remains confident that its product offerings remain competitive in the marketplace.

Given the disappointing revenue performance, we are able to report that the Company has continued to generate cash during the year and maintain a strong balance sheet as of 31 December 2015.

Reassuringly, our solutions achieved direct results for our existing clients by demonstrably reducing subscriber churn, which helps to underpin the basis of our client relationships. We believe that our continued product investment will result in an improved value proposition, which should also result in further customer loyalty and a reference point for us to generate new business and relationships.

Our first full year on the Alternative Investment Market has been challenging, and we must continue to improve the foundations of the business model. The key to the future is the development of stable new revenue opportunities. The number of MNOs and countries in which we could operate means that there are still plenty of opportunities ahead.

The Board remains focused on improving the business model, whilst preserving the balance sheet and seeking to deliver increased shareholder value, following a disappointing share price performance over the period.

Mark Horrocks

Non-Executive Chairman

CHIEF EXECUTIVE OFFICER REVIEW

When we joined the AIM Market in 2014, the focus was on diversifying revenue through multiple client engagements across the Middle East and beyond. As such we invested in both products and personnel to ensure that we are well placed to take advantage of the growing range of global opportunities.

However, as announced during the period, the Company suffered a number of project delays as MNOs pushed back project start dates due to the poor economic environment during 2015. This impacted our second half revenue performance significantly and resulted in lower revenues and EBITDA for the year.

Notwithstanding the poor income performance, cash generation remained strong during the year with free cash flow for the year further enhancing the Company's net cash position to €3.6 million at 31 December 2015 (2014: €2.4 million).

During 2015, CDialogues delivered a total of eight mobile marketing projects in six countries to a total subscriber base of above 20 million customers (2014: 35 million) across the Middle East and Southeast Asia. These projects attracted more than 1.4 million unique subscribers.

Our continued investment on the evolution of our solutions and strategic direction towards a loyalty centric offering has already resulted in an increased interest on our value proposition from potential customers. Further to the Company's prior announcement, it is unfortunate to report that our initial customer in Central America for this proposition faced different challenges on integration that could not be resolved.

I would like to thank our staff and shareholders for their continued support during 2015 as we consolidated our position as one of the leading providers in the space.

Outlook

Despite the challenging environment and poor financial performance, we continued to invest in the business whilst maintaining our strong balance sheet and therefore remain well positioned to capitalise on any new opportunities in the regions where we have presence or active business development activities.

Given that net contributions from some mature projects are expected to decrease during 2016, the Company is now focused on building the new business pipeline while maintaining cash generation to preserve our balance sheet during this challenging period for the Company.

Pale Spanos

Chief Executive Officer 

CHIEF FINANCIAL OFFICER REVIEW

Revenues for the period fell 12.2% to €8.71m (2014: €9.92m) due to weaker performance in the second half of year from the existing projects and the lack of new project launches.

Gross profit was down by 35.6% to €2.27m (2014: €3.52m) representing a gross margin of 26.0% (2014: 35.5%). The reduction in gross margin came as a result of reduced revenues and increased costs of our existing projects in the second half of 2015 as well as investment in new project launches. Administration and selling & distribution costs were €1.27m (2014: €0.90) representing 14.6% of revenues (2014:9.0%).

Operating Profit (after depreciation and amortisation) was down by 62.0% to €1.00m (2014: €2.63m) representing a margin of 11.5% (2014:26.5%).

Adjusted EBITDA fell by 47.2% to €1.55m (2014: €2.94m) representing a margin of 17.8% (2014:29.6%).

Profit before tax fell by 62.6% to €0.98m (2014: €2.61m) with a margin of 11.2% (2014: 26.3%) while basic earnings per share fell by 64.7% to €0.15 (2014: €0.43).

Operating cash flow remained strong with net cash flows increasing by 47.8% to €2.54m (2014: €1.72m) as a result of efficient working capital management. After taking into account working capital movements and cash flows used in investing activities, which comprise primarily capitalised investment in software development, Free Cash Flow (after development costs and capital expenditure) was €1.49m (2014: €1.22m).

At the year-end we had accrued income of €1.14m and related accrued expenses of €0.63m which represents income earned during the last months of 2015 (and its associated costs), which has already been invoiced and collected/settled since the year end.

Net cash as of 31 December 2015 was €3.61m (2014: €2.42m) and provides a firm foundation for further growth into new territories.

As at 31 March 2016, net cash was above €3.5m as a result of the Group's continuing focus on maintaining a strong balance sheet. This should allow the Group to capitalise on any new business opportunities that may arise this year.

The Group maintains over 90% of its cash in banks in the United Kingdom and does not generate any revenues in the Greek market.

The Directors do not propose to pay a final dividend for the year-ended 31 December 2015.

George Karakovounis

Vice Chairman & Chief Financial Officer

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2015

The Directors present the Strategic Report of CDialogues Plc for the year ended 31 December 2015.

· Review of the Business in the year

The Group provides mobile analytics solutions, being offered in the format of marketing loyalty activities that enable brands, mobile network operators and media companies to implement targeted, interactive and measurable loyalty programs by engaging with and entertaining mobile network subscribers via their mobile devices.

The Group has developed internally a technology platform (C/Profiler Software Platform), which is used for the provision of mobile marketing solutions. The Group's technology platform is offered as either a fully managed or as a Software-as-a-Service (SAAS) product.

The core services supported by the Group's platform include the use of any channel that is based on linguistic and text communication such as SMS, MMS, IVR and mobile internet services. Furthermore, the Group's platform supports recurring user subscription and mobile billing services in cooperation with the mobile network operators on either a pre-paid or post-paid basis.

The Group's technical infrastructure is connected directly with Mobile Network Operators in the territories in which it operates and, in most cases, transacts with its business partners through revenue sharing arrangements under which the net revenues generated from the relevant mobile marketing initiatives are divided. In several cases, those mobile marketing initiatives are devised in cooperation with the operators themselves. In other instances, campaigns are instigated by the Group and may be rolled out concurrently across several mobile operator networks and in a number of different countries.

More specifically, through the use of its mobile analytics and linguistic engineering platform, the Group tries to attract as many mobile subscribers to participate in any given service and then seeks to engage and maintain them within the service with relevant content offering and reward programs. To attract potential mobile subscribers, the Group employs promotional seeding techniques which include the use of traditional media and the use of text via mobile or online. Once mobile subscribers are initially attracted, the Group tries to make them engage by providing exciting mobile utilities or providing incentives. The pool of mobile subscribers that eventually engage is analysed and profiled into categories in order for the Group to design the appropriate loyalty building programs and reward schemes.

The ongoing management of mobile marketing solutions provides the Group with a growing database of behavioral and customer engagement analytics. The knowledge and experience on monetization of those data, provides important feedback for the Group's future performance and is also reflected in continuous expansion to the Group's technology platform and evolution of product solutions supported, progressively towards a more loyalty and analytics centric offerings.

The Group is currently focusing its operations on emerging markets. Countries in which it has operated since establishment are Iraq, Vietnam, Ivory Coast, Russia, Kuwait, Lebanon, Jordan, North Cyprus, Guatemala and Oman. It is a Group target to grow market share in existing geographies and also expand its business in other territories. 

A summary of the key financial results for the relevant year end are set out in the table below:

Group revenue fell by 12.2% from €9.92m in 2014 to €8.71m in 2015. This was due to weaker performance in the second half of year of the existing projects and the lack of new project launches.

Group Adjusted EBITDA for the year fell to €1.55m (2014: €2.94), representing a fall of 47.2%. Free cash flow, after development costs and capital expenditure grew to €1.49m further enhancing the Group's cash position to €3.61m as of 31 December 2015.

· Position of the Company's business at the end of the year

During the period the Group continued to diversify its revenue base both by number of clients and geographical sources of revenue while further strengthening its balance sheet. The Group's statement of Financial Position at 31 December 2015 set out in the table below:

Subscription-based recurring revenues, which provide greater scalability and visibility for the business, accounted for 82 per cent of the total revenues during 2015 as a whole. Notwithstanding the Board's expectation that revenues from existing projects will decline during the course of 2016, the Group's subscription-based recurring revenues are viewed as a key element of the business model.

The Group has identified a pipeline of potential new contracts, a number of which are being actively developed as prospects.

· Principal risks and uncertainties facing the business

In addition to the financial risks discussed in Note 29 to the accounts, the Directors set out below the principal risks and uncertainties facing the Group and a summary of the key measures taken to mitigate those risks:

Contract duration and non-renewal of contracts

The Group enters into contracts with its customers which are typically short term in nature (three/four months) but are normally renewed at the end of each term, though this cannot be guaranteed. The Board seeks to ensure that the Group's relationships with its customers and level of service minimises the risk of contracts not being renewed.

Concentration of customer base

The Group is a relatively young business and has not yet achieved a diverse customer base. However, CDialogues has been continually seeking to reduce customer concentration and will continue this aim for 2016.

Credit risk

The Group provides services and receives revenues under agreements entered into with a local partner in the territories in which it provides services. Whilst the Group endeavours to diversify its sources of revenue, it is reliant on this relationship which may result in a greater level of credit risk than if the Group was contracted directly with the MNOs. However, such credit risk has not affected the business adversely in the past and the Group manages this risk by negotiating and enforcing appropriate contract terms.

Countries in which CDialogues operates

CDialogues operates in countries where there may be risks associated with the political or economic environment. The Group seeks to mitigate these risks by (i) undertaking its own risk analysis of each territory in which it operates; and (ii) operating with local partners with detailed knowledge of the prevailing environment.

Attracting and retaining talented staff and motivating key people

The Group has competitive remuneration packages in place to secure the services of talented staff and key employees.

Significant failure or interruption to the network or IT Systems

The Group has rigorous controls to maintain and secure its operations, including multi-site back up of key systems. In addition, the Group implements a standardised disaster recovery plan.

Failure to keep up to date with fast evolving technology

The Group is constantly developing its software platform ensuring it is evolving in line with the latest technology and in line with its clients' expectations and demands. Management regularly communicates with the Company's clients ensuring the mobile marketing campaigns are meeting their needs.

Failure to comply with local laws and regulations

Management mitigate this risk by assessing the regulatory environment and legal system before entering a new market. The Group also implements a strong code of conduct across all of its operations.

In addition to the principal risks and uncertainties above, the Group faces other risks that include but are not limited to:

· Increased competition

· Failure to retain, or loss of, customer contracts 

Corporate Responsibility

CDialogues Plc takes its responsibilities as a corporate citizen seriously in the territories in which the company operates. The Board's primary goal is to create shareholder value but in a responsible way which serves all stakeholders. Furthermore, CDialogues seeks to continually enhance and extend its contribution to society through the work the Group undertakes with its clients and in areas where the Group decides to operate.

Governance

The Board considers sound governance as a critical component of the success of CDialogues and this is given the highest priority. The Group has an effective and engaged Board, with a strong non-executive presence from diverse backgrounds, and well-functioning governance committees. The Audit Committee receives and reviews reports from management and from the Company's auditors. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules. Through the Group's compensation policies and variable components of employee remuneration, the Remuneration Committee of the Board seeks to ensure that the Company's values are reinforced in employee behaviour and that effective risk management is promoted.

Going Concern

 The Group meets its day to day working capital requirements through existing cash reserves. The Directors have prepared projected cash flow information for a period of at least twelve months from the date of their approval of the financial statements. On the basis of this cash flow information, the Directors consider that the company and group will continue to operate without the need for additional financing. Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Current Trading

Given that net contributions from some mature projects are expected to decrease during 2016, the Company is now focused on building the new business pipeline while maintaining cash generation to preserve our balance sheet during this challenging period for the Company.

Approved by the Board on 8 April 2016

Pale Spanos

Chief Executive Officer

Statement of comprehensive income

For the years ended 31 December 2015 and 2014

(Amounts in Euro, except share information, per share data and unless otherwise stated)

Statement of financial position

For the years ended 31 December 2015 and 2014

(Amounts in Euro, except share information, per share data and unless otherwise stated)

Statement of changes in equity

For the years ended 31 December 2015 and 2014

(Amounts in Euro, except share information, per share data and unless otherwise stated)

Statement of cash flows

For the years ended 31 December 2015 and 2014

(Amounts in Euro, except share information, per share data and unless otherwise stated)

1. Corporate information

The consolidated financial information of Cdialogues Plc and its subsidiaries (collectively, the "Group") for the year ended 31 December 2015 has been prepared on the basis set out below.

Cdialogues Plc (the "Company") was incorporated in England and Wales as a limited liability company in June 2011 and during financial year 2014 as a consequence of its listing on AIM became a public company limited by shares.

2. Basis of preparation

The consolidated financial information of the Group has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and issued by the International Accounting Standards Board (IASB).

The consolidated financial information has been prepared on a historical cost basis, except for, available-for-sale (AFS) financial assets that have been measured at fair value. The consolidated financial information is presented in Euros, except when otherwise indicated.

The financial information does not constitute the Company's statutory financial statements for the year ended 31 December 2015 but is derived from those financial statements. The statutory financial statements will be delivered following the Company's Annual General Meeting. The Auditors have reported on those financial statements; their reports were unqualified and did not contain any statements under Companies Act 2006 section 498 (2) or (3).

The directors do not recommend the payment of a final dividend.

The financial information set out in this announcement was approved and authorised for issue by the board of directors on 8 April 2016.

Copies of this financial information will be available on the Company's website.

3. Basis of consolidation

The consolidated financial information comprise the financial statements of the Group and its subsidiaries as at 31 December 2015. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

· Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

· Exposure, or rights, to variable returns from its involvement with the investee; and

· The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

· The contractual arrangement with the other vote holders of the investee;

· Rights arising from other contractual arrangements; and

· The Group's voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value at the date when control is lost.

4. Segmental reporting

Based on management information there is only one operating segment. The Directors of the Company consider the principal activity of the Group to be that of a provider of Mobile Marketing services.

In this context there is no obligation to prepare and publish financial results by segment, according to the requirements of IFRS 8 "Operating Segments". As far as geographical segment the Group operates mainly (95%) in the area of Middle East and therefore is considered as one geographical segment.

5. Group information

Information about subsidiaries

The Company's directly and indirectly wholly owned subsidiaries as at 31 December 2015 and 31 December 2014 are listed below:

The Company's indirectly wholly owned investments in subsidiaries through Telilea Ltd are Cdialogues S.A. (Greece) and Cdialogues MEA DMCC (Dubai U.A.E).

The principal activity of each company is analysed as follows:

Cdialogues Plc was incorporated in England and Wales as a Limited Liability Company on June 2011 and it is the Group holding entity.

Telilea Ltd was incorporated in Cyprus on March 2012. Its principal activities are the provision of mobile marketing services.

Cdialogues S.A. was established in Greece on July 2011 and acquired by the Group on July 2012. Its principal activities include software development services as well as support and maintenance services related to the software.

Cdialogues MEA DMCC was established in Dubai U.A.E. on October 2013 and its principal activities are the provision of IT services and solutions.

Cdialogues LLC was established in Russia on March 2012 as Benastipik LLC and acquired by the Group on March 2013 (20%) and on April 2013 (80%). Its name changed to C Dialogues LLC on June 2013. The C Dialogues LLC activities are general trading. During the year the procedures that started in 2014 for the closure of the Russian subsidiary CDialogues LLC were completed. Cdialogues LLC has not been deemed a discontinued operation because it is a trivial element of the Group.

6. Revenue

Revenue in the accompanying financial statements of the Group is analysed as follows:

The Company being only the holding company of the Group has no operations in the country of domicile.

The Group operates mainly (95%) in the area of Middle East and therefore is considered as one geographical segment.

7. Income tax

Income tax in the accompanying financial statements of the Group is analysed as follows:

The reconciliation of income taxes reflected in statements of comprehensive income and the amount of income taxes determined by the application of the United Kingdom statutory tax rate to pre-tax income is summarised as follows:

As at 31 December 2015, the Group's tax loss which is available for offset against future taxable profits amounts to €690,942 for which no deferred tax asset is recognised in the statement of financial position.

The "10% additional charge" was nil (2014 €2,353) and the "Defence contribution" amount of €7 (2014 €491) is related to Telilea Ltd. More specific is the 10% of the year's tax liability as calculated in the tax computation of corporation tax. According to the Cyprus Tax legislation companies have to pay temporary tax on the 75% of their estimated taxable profits for the year otherwise there is a surcharge of 10% on the final tax liability for the year.

The Company is obliged to file its tax returns in accordance with the applicable tax law in England and Wales. No income tax is payable on the net income deriving from subsidiaries with foreign operations.

The Group's subsidiaries file their tax returns in the countries in which they are established and/or operate. The tax rates at 31 December 2015 of the countries where the operations of the Group are located are the following:

Greece 29.0 %. (2014: 26.0 per cent)

Cyprus 12.5 %. (2014: 12.5 per cent.)

United Arab Emirates.

The income tax is not applicable. Royal Decree of 2002 of the Emirate of Dubai states that the company should be exempt from all taxes including income tax as they operate within the Free Zone.

Greek subsidiary (Cdialogues S.A.)

Greek tax laws and regulations are subject to interpretations by the tax authorities. Tax returns are filed annually but the profits or losses declared for tax purposes remain provisional until such time, as the tax authorities examine the returns and the records of the taxpayer and a final assessment is issued. Tax losses, to the extent accepted by the tax authorities, can be used to offset profits of the five fiscal years following the fiscal year to which they relate.

Tax Compliance certificate

From the financial year 2011 and onwards, all Greek Societe Anonyme and Limited Liability Companies that are required to have their statutory financial statements audited must in addition obtain an "Annual Tax Certificate" as provided for by paragraph 5 of Article 82 of L.2238/1994. This "Annual Tax Certificate" must be issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements.

The tax compliance certificate for the financial year 2014 was concluded by its auditors, based on the provisions of article 65Α L. 4174/2013. No significant additional tax liabilities arose, in excess of those provided for and disclosed in the financial statements.

The tax compliance certificate for the financial year 2015 is still in progress based on the provisions of article 65Α L. 4174/2013. No significant additional tax liabilities are expected to arise, in excess of those provided for and disclosed in the financial statements.

Cyprus subsidiary (Telilea Ltd)

The corporation tax rate is 12.5% (2014:12.5%).

Under certain conditions interest income may be subject to defence contribution at the rate of 30% (2014:30%). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17% for 2014 and thereafter.

The company has utilised tax relief incentives provided by the Cyprus tax legislation. These incentives allow for special treatment on intellectual property.

The Cyprus tax law on Intellectual Property gives rise to the following tax treatment.

· The cost of the acquisition or development of Intellectual Property of a capital nature is amortised over a period of five years, starting in the year of purchase / development.

· A statutory reduction of 80% of the profit arising from the use of the Intellectual Property, as well as from any gain on the sale of the Intellectual Property.

· The 80% deduction applies to profit after deducting any direct expenses including amortisation and interest.

8. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

9. Property plant and equipment

Property, plant and equipment in the accompanying financial statements of the Group are analysed as follows:

There is no property, plant and equipment that have been pledged as security.

10. Intangible assets

Intangible assets in the accompanying financial statements of the Group are analysed as follows:

11. Trade and other receivables

Trade and other receivables in the accompanying financial statements of the Group are analysed as follows:

The ageing analysis of trade receivables is as follows:

12. Cash short-term deposits

Cash, short term deposits in the accompanying financial statements of the Group are analysed as follows:

Cash at bank earns interest at floating rates based on monthly bank deposit rates. Interest earned on cash at bank and time deposits is accounted for on an accrual basis and for the year ended December 31, 2015, amounted to €27 (2014 €1,660) and are included in financial income in the accompanying statements of comprehensive income.

Cash and short term deposits are analysed in the following currencies:

13. Share capital and share premium

The movement of the Company's share capital and share premium is analysed as follows:

On 16 April 2013, pursuant to a written resolution of the Founders the 5,000 issued ordinary shares of €1.00 each were re-designated A Ordinary Shares of €1.00 each.

On 16 April 2013 10,000 A ordinary shares of €1.00 each were issued to the Founders.

On 11 June 2014, pursuant to written resolutions of the Founders:

· each of the issued existing A ordinary shares of €1.00 in the capital of the Company was redesignated as an ordinary share of €1.00 each;

· the sum of €51,000 (being part of the Company's distributable reserves) was capitalised and appropriated as capital to the Founders and the Directors were to authorised to apply such sum in paying up in full 51,000 new ordinary shares in the Company (the "Bonus Shares") and to allot and issue such Bonus Shares, credited as fully paid up, to the Founders at the rate of 3.4 Bonus Shares for every 1 existing ordinary share of €1.00 each held by them;

· the entire issued share capital of the Company was redenominated from Euros (€) to Pounds Sterling (£) at a then prevailing exchange rate of € 1.2 to £1

· the issued existing ordinary shares of €1.00 in the capital of the Company were consolidated on the basis of 1 new ordinary share of £1.00 each in the capital of the Company for every 1.2 existing ordinary shares of €1.00 previously held; and each of the issued existing ordinary shares of £1.00 in the capital of the Company arising from the consolidation was subdivided into 100 new ordinary shares of £0.01 each in the capital of the Company for every 1 existing ordinary share of £1.00 previously held.

On 11 June 2014 152,550 ordinary shares of £0.01 each were allotted and fully paid in cash by certain employees and consultants of the Group resulting in a total net increase of €1,950.

On 27 June 2014, 588,000 ordinary shares of £0.01 each were allotted and fully paid in cash at a price of £2.12 resulting in a total net increase of €572,835 (after transactions costs of €967,208).

The company issued a total of 182,947 warrants over ordinary shares to advisers and non-executive directors at the date of its admission to AIM. The warrants are exercisable at a price of £2.12 per ordinary share for a period of five years. The directors no not consider the intrinsic value of the services provided in exchange for the issue of the warrants to be material.

As at 31 December 2015 the Company has 6,240,550 Ordinary Shares in issue (including 13,773 treasury shares).

14. Distributions made

Cash dividends to the equity holders of the parent:

Dividends on ordinary shares declared and paid:

15. Trade & other payables

Trade and other accounts payable in the accompanying financial statements of the Group are analysed as follows:

16. Commitments

The Greek subsidiary Cdialogues S.A. has entered into commercial operating lease agreements for the lease of office space and car. These lease agreements have an average life of 3 to 12 years with renewal terms included in certain contracts. Future minimum rentals payable under non-cancellable operating leases as at 31 December 2015 and 2014, are as follows: