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REG - ADVFN PLC - Final Results

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RNS Number : 6546I  ADVFN PLC  06 December 2022

 

 

6 December 2022
For immediate release
ADVFN PLC

("ADVFN" or the "Company")

Audited Results for the year ended 30 June 2022

Annual General Meeting

 

The Board of ADVFN announces the audited annual results for the year ended 30
June 2022. The Annual Report and Accounts will shortly be sent to
shareholders and will be available on the Company's
website,  http://www.advfnplc.com (http://www.advfnplc.com) . A copy of this
announcement is also available on the Company's
website,  http://www.advfnplc.com (http://www.advfnplc.com) .

 

The Annual General Meeting is due to be held at 10.00am on 29 December 2022 at
RPC, Tower Bridge House, St Katherine's Way, London E1W 1AA. Notice of the
Annual General Meeting is included in the Company's Annual Report.

 

For further information please contact:

 ADVFN PLC                                                  +44 (0) 203 8794 460

 Jonathan Mullins
 Beaumont Cornish Limited (Nominated Adviser)

 www.beaumontcornish.com (http://www.beaumontcornish.com)
 Roland Cornish/Michael Cornish                             +44 (0) 207 628 3396

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018. The person who arranged for the release
of this announcement on behalf of the Company was Jon Mullins, Director.

 

Chairman's Statement

I'm delighted to have joined the Board as Non-Executive Chairman of ADVFN,
where the opportunities for the future appear to be manifest.  The
appointment of Amit Tauman as CEO on 25(th) November 2022 provides the
company with a talented leader who the Board is confident is ideally placed to
achieve the necessary objectives as he describes in his report below.  While
the company has maintained an average revenue of circa £8 million per year
over the last ten years, there are several areas of the company that need to
be strengthened and this is uppermost in the Board's thinking.  By working
closely with our new CEO we believe that this will be achieved.

Lord Gold

Non-executive Chairman

5 December 2022

Chief Executive's Statement

I am proud to serve on the Board of ADVFN and to have been appointed as CEO.
 As the Chairman reports there are considerable opportunities for ADVFN and
to achieve them I set out three long-term priorities on which everyone in the
company is now focused: Innovation, User Experience and management decisions
driven by enterprise data.

I believe these priorities enable us not only to leverage our key strengths,
but they also allow us to capitalise on market trends and to innovate and
grow. I'm excited about the opportunities and confident about the future. I
want to take this opportunity to thank all ADVFN employees for the warm
welcome and motivation towards this new journey together.

 

Amit Tauman

CEO

5 December 2022

 

Strategic Report

Financial Overview

The financial reporting framework that has been applied in their preparation
is applicable law and UK-adopted international accounting standards.

The loss for the financial year after tax amounted to £1,368,000 (2021: a
profit of £1,618,000). The Directors are not proposing payment of a dividend.

As mentioned in the trading and corporate update published on 6th June 2022,
there were several extraordinary, non-recurring items incurred this year which
were responsible for the majority of the loss.  Prior to the appointment
of the new directors, Mr. Chambers was awarded a settlement of £ 830,639
when he resigned as chief executive shortly before the requisition to appoint
the new directors.  Subsequently, significant legal costs of £106,200
(before VAT) were incurred in reaching settlements with two additional
outgoing directors and amending the terms of employment of then existing
directors.

ADVFN 2021-2022 financial highlights:

• Revenue was £7.8 million compared to £9.1 million in the prior year
period

• Net loss was £1.8 million compared to net income of £1.6 million in the
prior year period

• Cash and cash equivalents: £0.9million compared to £1.9m in the prior
year.

Business Review

Despite a challenging economic environment, in the first half of the financial
year the company maintained operational profit which is heartening.

In the second half we encountered a number of challenges, including worsening
market conditions, changes to Google search algorithms and changes in senior
management and Board composition. This led to a decline in revenue from sales
and one-off settlement costs.  These challenges have continued into the first
quarter of the financial year ending June 2023 with operational losses similar
to those of the last quarter of the prior financial year.

I'm pleased to report that changes in senior management and Board composition
have created an opportunity to revisit and challenge many of the operations,
the organisational structure, and offerings. We have focused our efforts in
defining our long-term strategy and detailing our growth engines and roadmap.
In addition, we have put great emphasis on empowering and engaging our
employees around the world with our mission and vision.  We have focused on
our users' experience and are creating a data driven infrastructure and
culture to enhance and support it. We are excited, committed, and confident
that this new and dynamic mindset will drive prospects and growth.

Looking ahead to the next calendar year, we are putting a firm emphasis on our
user interface and user experience including the introduction of exciting new
real time tools and content.  We aim to build a strong and sustainable
market-leading financial community. In addition to continued optimisation of
our business, with focus on execution and enhancement of our core offering, we
are taking actions to maintain margin and strong cash flow generation. We are
constantly reviewing our cost structure and have already adjusted staffing
levels for less profitable parts of the business. We also aim to optimise our
exchange and license fee costs.  We adjusted subscription pricing and will be
optimising the subscription funnel further in the new year. We have a number
of exciting new products in development that will be released in 2023 that
will revitalise our subscription offering. We will continue to look for
efficiency opportunities across our organisation and will capitalise on
investments that position us for long-term sustainable growth.

Operating Costs

We continue to monitor the operating costs of the Group and there is currently
no plan for further significant change to our virtual organisation.

Research and Development ("R&D")

As a media company with highly technical products Research and Development is
very important to us.  Innovation is necessary to drive growth.

Our R & D investment this year has been £74,000 (2021: £294,000) and all
this investment has been capitalised.

This represents a reduced figure primarily due to key personnel being involved
in the series of corporate actions during the year.  Along with new KPIs, the
board is in the process of developing a new research and development plan.

Environmental policy

As always, we continue to look for ways to develop in an environmental way. It
remains our objective to improve our performance in this area.

Summary of key performance indicators

Our key indicators have not yet changed, as they are an important part of the
business.  The current Board is in the process of reviewing KPIs and targets,
with changes expected for the financial year 2022/2023.

The Directors monitor the Key Performance Indicators on an ongoing basis. The
chart below shows the level of performance achieved in the financial year. The
individual items are as follows:

                         2022    2022     2021     2021
                         Actual  Target   Actual   Target
 Turnover                £7.8M   £8.70M   £9.06M   £8.70M
 Average head count      37      40       38       42
 ADVFN registered users  5.16M   5.20M    5.10M    5.00M

 

Market conditions have led to a lower than budgeted turnover for both
subscriptions and advertising and registered user count.  We have adjusted
staff levels in line with business performance.

Turnover - An important indicator that gives an overall view of our place in
the market.

Head count - represents a very significant part of the costs of the Group and
is fixed as an overhead. Talented people are a vital part of the business.

Registered users - give us an indication of our audience pool and the
potential available for marketing our service.

COVID-19

COVID-19 continues to have little measurable impact on the company, in part
due to the international and distributed nature of the Group.  In the UK the
Company continues to employ remote working.

Principal risks and uncertainties

The principal risks and uncertainties are summarised in the Corporate
Governance Report.

Consideration of the principal risks associated with financial instruments is
contained in note 23.

People

I would like to thank the whole team at ADVFN who worked hard during a
tumultuous time in the markets.

Directors' statement of responsibilities under section 172 Companies Act 2006

 

The Directors have considered the requirements of Section 172(1) of the
Companies Act 2006 to prepare a statement explaining how the Directors have
considered the wider stakeholder needs when performing their duties under
Section 172 of the Companies Act 2006.

 

The Directors consider the stakeholders to be the people who work for us, work
with us, invest with us, own us, regulate us and live in the societies we
serve. The Directors recognise that building strong relationships with our
stakeholders will help deliver the Group's strategy in line with the long-term
values. The Directors are committed to effective engagement with all of our
stakeholders and seek to understand the interests and views of the Group's
stakeholders by engaging with them directly as appropriate.

 

Depending on the nature of the issue in question, the relevance of each
stakeholder group may differ and, as such, as part of the Group's engagement
with stakeholders, the Directors seek to understand the relative interests and
priorities of each group and to have regard to these, as appropriate, in their
decision making. The Directors acknowledge, however, that not every decision
the Board makes will necessarily result in a positive outcome for all
stakeholders. However, the Directors do challenge management to ensure all
stakeholder interests are considered in the day-to-day management and
operations of the Group.

.

As part of their deliberations and decision making process, the Directors take
into account the following:

 

• the likely consequences of any decisions in the long term;

• interests of the Group's employees;

• need to foster the Group's business relationships with suppliers,
customers and others;

• impact of the Group's operations on the community and environment;

• desirability of the Group maintaining a reputation for high standards of
business conduct; and

• need to act fairly as between members of the Group.

 

As a result of these activities, the Directors believe that they have
demonstrated compliance with their obligations under s.172 of the Companies
Act 2006

 

 

Business

 

The Directors' aim for the Group is to be and remain a contributing and good
"Corporate Citizen".

 

Our business does not have a high carbon footprint and we consider it to be a
sustainable business. We try to ensure that our planet's precious resources
are used appropriately for the benefit of current and future generations. The
Board considers that the business and strategic decisions which it takes now,
in furtherance of the Group's business objectives, do not damage the global
environment.

 

Employees

 

The Group has a small number of employees but those it has are situated and
are deployed on the Group's business around the World. We ensure that we
comply with all local labour laws and apply what the Directors believe are
appropriate standards and systems to monitor and ensure the welfare of those
employees.

 

Stakeholder engagement

 

The Group is entirely owned by the shareholders of ADVFN Plc and the shares of
the Group are traded on AIM. The stakeholders of the Group consist
predominantly of the shareholders, employees, advisers and suppliers. The
Directors recognise the importance of these relationships and take active
steps to develop and strengthen them through dialogue and engagement. These
relationships are regularly monitored at Board level.

 

Governance

 

Each Board meeting addresses compliance by the Group with its corporate
governance codes and reinforces the Board's requirement that its business be
conducted with integrity and with due regard for ethical standards.

 

ON BEHALF OF THE BOARD

 

Amit Tauman

CEO

5 December 2022

 

 

 Consolidated income statement
                                                                                       30 June   30 June
                                                                                       2022      2021
                                                                                Notes  £'000     £'000

 Revenue                                                                        3      7,848     9,059
 Cost of sales                                                                         (374)     (452)

 Gross profit                                                                          7,474     8,607

 Share based payment                                                            21     -         (43)
 Amortisation of intangible assets                                              12     (256)     (251)
 Administrative expenses                                                               (7,176)   (6,849)
 Administrative expenses - non-recurring items                                  6      (1,420)   -

 Total administrative expenses                                                         (8,852)   (7,143)
 Government grant                                                                      -         162

 Operating (loss)/profit                                                        4      (1,378)   1,626

 Finance expense                                                                7      (14)      (22)
 Other income                                                                          -         4

 (Loss)/profit before tax                                                              (1,392)   1,608
 Taxation                                                                       8      24        10

 Total (loss)/profit for the period attributable to shareholders of the parent

                                                                                       (1,368)   1,618

 (Loss)/profit per share
 Basic                                                                          9      (5.22p)   6.28p
 Diluted                                                                        9      (5.22p)   5.97p

 

 

 Consolidated statement of comprehensive income
                                                                                  30 June   30 June
                                                                                  2022      2021
                                                                                  £'000     £'000

 (Loss)/profit for the year                                                       (1,368)   1,618

 Other comprehensive income:
 Items that will be reclassified subsequently to profit or loss:

 Exchange differences on translation of foreign operations                        73        (95)

 Total other comprehensive income                                                 73        (95)

 Total comprehensive income for the year attributable to shareholders of the
 parent

                                                                                  (1,295)   1,523

The accompanying accounting policies and notes form an integral part of these
financial statements.

 Consolidated balance sheet
                                                             30 June  30 June
                                                             2022     2021
                                                      Notes  £'000    £'000

 Assets
 Non-current assets
 Property, plant and equipment                        10     98       239
 Goodwill                                             11     988      870
 Intangible assets                                    12     1,124    1,562
 Trade and other receivables                          15     26       110

                                                             2,236    2,781

 Current assets
 Trade and other receivables                          15     460      546
 Cash and cash equivalents                                   915      1,939

                                                             1,375    2,485

 Total assets                                                3,611    5,266

 Equity and liabilities
 Equity
 Issued capital                                       20     53       52
 Share premium                                               305      223
 Share based payment reserve                                 341      343
 Foreign exchange reserve                                    283      210
 Retained earnings                                           340      2,295

                                                             1,322    3,123

 Non-current liabilities
 Borrowing - bank loans                               17     41       54
 Borrowing - lease liabilities                        17     -        87

                                                             41       141

 Current liabilities
 Trade and other payables                             19     2,148    1,886
 Borrowing - bank loans                               17     13       13
 Borrowing - lease liabilities                        17     87       103

                                                             2,248    2,002

 Total liabilities                                           2,289    2,143

 Total equity and liabilities                                3,611    5,266

The financial statements on pages 22 to 63 were authorised for issue by the
Board of Directors on 3 December 2022 and were signed on its behalf by:

 

 

 

 

Amit Tauman

CEO

Company number: 02374988

 

 

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

 

 

 

 

 

 

 

 Company balance sheet                                      At 30 June  At 30 June
                                                      Note  2022        2021
                                                            £'000       £'000

 Assets
 Non-current assets
 Property, plant and equipment                        10    24          64
 Intangible assets                                    12    234         382
 Trade and other receivables                          15    24          108
 Investments                                          13    1,001       2,276

                                                            1,283       2,830

 Current assets
 Trade and other receivables                          15    786         709
 Cash and cash equivalents                                  529         1,650

                                                            1,315       2,359

 Total assets                                               2,598       5,189

 Equity and liabilities
 Equity
 Called up share capital                              20    53          52
 Share premium account                                      305         223
 Share based payment reserve                                341         343
 Retained earnings                                          (507)       2,311

                                                            192         2,929

 Non-current liabilities
 Borrowings - bank loans                              17    41          54
 Deferred tax                                               104         104

                                                            145         158

 Current liabilities
 Trade and other payables                             19    2,248       2,089
 Borrowings - bank loans                              17    13          13

                                                            2,261       2,102

 Total liabilities                                          2,406       2,260

 Total equity and liabilities                               2,598       5,189

The financial statements on pages 22 to 63 were authorised for issue by the
Board of Directors on 3 December 2022 and were signed on its behalf:

 

 

 

 

 

Amit Tauman

CEO

Company number: 02374988

 

Company statement of comprehensive income

 

As permitted by Section 408 of the Companies Act 2006, the income statement
and statement of comprehensive income of the parent company is not presented
as part of these financial statements. The parent company's result after
taxation for the financial year was a loss of £2,231,000 (2021:  profit of
£1,126,000).

 

The accompanying accounting policies and notes on pages 29 to 63 form an
integral part of these financial statements.

 

 

Consolidated statement of changes in equity

 

                                                            Share capital  Share premium  Share based payment reserve  Foreign exchange reserve  Retained earnings  Total equity

                                                            £'000          £'000          £'000                        £'000                     £'000              £'000

 At 1 July 2020                                             51             167            367                          305                       610                1,500

 Transactions with equity shareholders:
 Share issues                                               1              56             -                            -                         -                  57
 Transfer on exercise                                       -              -              (67)                         -                         67                 -

                                                            1              56             (67)                         -                         67                 57

 Reprice share options                                      -              -              43                           -                         -                  43

 Profit for the year after tax                              -              -              -                            -                         1,618              1,618

 Other comprehensive income
 Exchange differences on translation of foreign operations

                                                            -              -              -                            (95)                      -                  (95)

 Total other comprehensive income                           -              -              -                            (95)                      -                  (95)

 Total comprehensive income                                 -              -              -                            (95)                      1,618              1,523

 At 30 June 2021                                            52             223            343                          210                       2,295              3,123

 Transactions with equity shareholders:
 Share issues                                               1              82                                                                                       83
 Transfer on exercise                                                                     (2)                                                    2                  -

                                                            1              82             (2)                          -                         2                  83
 Distributions to owners
 Dividends                                                  -              -              -                            -                         (589)              (589)

                                                            -              -              -                            -                         (589)              (589)

 Loss for the year after tax                                -              -              -                            -                         (1,368)            (1,368)

 Other comprehensive income
 Exchange differences on translation of foreign operations

                                                            -              -              -                            73                        -                  73

 Total other comprehensive income                           -              -              -                            73                        -                  73

 Total comprehensive income                                 -              -              -                            73                        (1,957)            (1,884)

 At 30 June 2022                                            53             305            341                          283                       340                1,322

 

 

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

Company statement of changes in equity

 

                                          Share capital  Share premium  Share based payment reserve  Retained earnings  Total equity

                                          £'000          £'000          £'000                        £'000              £'000

 At 1 July 2020                           51             167            367                          1,118              1,703

 Transactions with equity shareholders:
 Share issues                             1              56             -                            -                  57
 Transfer on exercise                     -              -              (67)                         67                 -

                                          1              56             (67)                         67                 57

 Reprice share options                    -              -              43                           -                  43

 Profit for the year after tax            -              -              -                            1,126              1,126

 Total comprehensive income for the year  -              -              -                            1,126              1,126

 At 30 June 2021                          52             223            343                          2,311              2,929

 Transactions with equity shareholders:
 Share issues                             1              82                                                             83
 Transfer on exercise                                                   (2)                          2                  -

                                          1              82             (2)                          2                  83

 Distributions to owners
 Dividends                                -              -              -                            (589)              (589)

                                          -              -              -                            (589)              (589)

 Loss for the year after tax              -              -              -                            (2,231)            (2,231)

 Total comprehensive income for the year  -              -              -                            (2,637)            (2,637)

 At 30 June 2022                          53             305            341                          (507)              192

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

 Consolidated cash flow statement
                                                              12 months to  12 months to

                                                               30 June       30 June
                                                              2022          2021
                                                       Notes  £'000         £'000

 Cash flows from operating activities
 (Loss)/Profit for the year                                   (1,368)       1,618

 Taxation                                                     -             (10)
 Net finance income in the income statement            7      14            22
 Depreciation of property, plant & equipment           10     181           167
 Amortisation of intangible assets                     12     256           251
 Forgiveness of US loan                                       -             (174)
 Write off of intangible assets                               296           -
 Share based payments - options/warrants               21     -             43
 Decrease/(increase) in trade and other receivables           170           (72)
 Increase/(decrease) in trade and other payables              262           (392)

 Net cash generated by continuing operations                  (189)         1,453

 Income tax receivable                                        -             -

 Net cash generated by operating activities                   (189)         1,453

 Cash flows from financing activities
 Issue of share capital                                       83            57
 Dividend payments                                            (589)         -
 Drawdown loans                                               -             17
 Repayment of loans                                           (13)          -
 Repay lease liability                                        (103)         (92)
 Lease interest paid                                          (10)          (19)
 Other interest paid                                          (4)           (3)

 Net cash generated by financing activities                   (636)         (40)

 Cash flows from investing activities
 Payments for property, plant and equipment            10     (39)          (39)
 Purchase of intangibles                               12     (114)         (385)

 Net cash used by investing activities                        (153)         (424)

 Net increase in cash and cash equivalents                    (978)         989
 Exchange differences                                         (46)          35

 Net increase in cash and cash equivalents                    (1,024)       1,024
 Cash and cash equivalents at the start of the period         1,939         915

 Cash and cash equivalents at the end of the period           915           1,939

 

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

 Company cash flow statement
                                                              12 months to  12 months to

                                                               30 June       30 June
                                                              2022          2021
                                                       Notes  £'000         £'000

 Cash flows from operating activities
 (Loss)/profit for the period                                 (2,231)       1,126

 Taxation                                                     -             104
 Net finance expense in the income statement                  1             3
 Depreciation of property, plant & equipment           10     72            63
 Amortisation of intangibles                           12     223           234
 Impairment of investments                                    1,275         -
 Share based payments - options/warrants               21     -             43
 (Increase)/decrease in trade and other receivables           7             247
 Decrease/(increase) in trade and other payables              159           (417)

 Net cash generated by operating activities                   (494)         1,403

 Income tax payable                                           -             -

 Net cash generated by operating activities                   (494)         1,403

 Cash flows from financing activities
 Issue of share capital                                       83            57
 Dividend payments                                            (589)         -
 Repayment of loans                                           (13)          -
 Drawdown loans                                               -             17
 Interest paid                                                (1)           (3)

 Net cash generated by financing activities                   (520)         71

 Cash flows from investing activities
 Payments for property, plant and equipment            10     (32)          (39)
 Purchase of intangibles                               12     (75)          (294)

 Net cash used by investing activities                        (107)         (333)

 Net increase/(decrease) in cash and cash equivalents         (1,121)       1,141
 Cash and cash equivalents at the start of the period         1,650         509

 Cash and cash equivalents at the end of the period           529           1,650

 

 

 

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

Notes to the financial statements

 

1.      General information

 

The principal activity of ADVFN PLC ("the Company") and its subsidiaries
(together "the Group") is the development and provision of financial
information, primarily via the internet, research services and the development
and exploitation of ancillary internet sites.

 

The principal trading subsidiaries are All IPO Plc, InvestorsHub.com Inc, N A
Data Inc, MJAC InvestorsHub International Conferences Ltd and Cupid Bay
Limited.

 

The Company is a public limited company which is quoted on the AIM of the
London Stock Exchange and is incorporated and domiciled in the UK. The address
of the registered office is Suite 28, Ongar Business Centre, The Gables,
Fyfield Road, Ongar, Essex, CM5 0GA.

 

The registered number of the company is 02374988.

 

Exemption from audit

For the year ended 30 June 2022 ADVFN Plc has provided a guarantee in respect
of all liabilities due by its subsidiary companies Cupid Bay Limited (Company
No. 04001650) and MJAC InvestorsHub International Conferences Ltd (Company No.
11000464) thus entitling them to exemption from audit under section 479A of
the Companies Act 2006 relating to subsidiary companies.

 

2.      Summary of significant accounting policies

 

Basis of preparation

 

The consolidated and company financial statements are for the year ended 30
June 2022. The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international accounting
standards as at 30 June 2022. The consolidated and company financial
statements have been prepared under the historical cost convention and are
presented in Sterling rounded to the nearest thousand (£'000) except where
indicated otherwise.

 

The subsidiary companies Cupid Bay Limited and MJAC InvestorsHub International
Conferences Ltd are exempt from an audit under s479A of the Companies Act
2006.

 

Going concern

The financial statements have been prepared on the going concern basis which
assumes the Group will continue in existence for the foreseeable future. The
Directors are pleased to report that the Group's profit is in line with the
expectations announced earlier in the year. The Directors have prepared a
detailed forecast of future trading and cash flows for the next three years
after the accounts are approved. The forecasts take into potential future
growth of the business both in the UK and USA, the development of products
that will enhance the growth of the business and the potential areas for
additional cost saving if required. The group is also looking at additional
fund raising to help with the continued research and development work that is
required to enhance the products available to new and existing customers.

Standards and amendments to existing standards adopted in these accounts

 

IAS 1 Presentation of Financial Statements and IAS 8 Accounting policies,
Changes in Accounting Estimates and Errors (Amendment - Definition of
Material)

Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 7)

IFRS 3 Business Combinations (Amendment - Definition of Business)

 

COVID-19 Related Rent Concessions (Amendments to IFRS 16)

 

 

 

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the Company in the 30 June
2022 financial statements

 

Revised Conceptual Framework for Financial Reporting

Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

Property Plant and Equipment: Proceeds before intended use (Amendments to IAS
16)

Annual improvements to IFRS Standards 2018-2020

References to Conceptual Framework (Amendments to IFRS 3)

Classification of liabilities as Current or Non-current (Amendments to IAS 1)

IFRS 17 - Insurance Contracts

Amendments to IFRS 17 - Insurance Contracts; and Extension of the Temporary
Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance Contracts)

Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements)

Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors)

Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12 Income Taxes)

 

The Directors continue to monitor developments in the accounting standards
they see as relevant but do not believe that these changes will significantly
impact the Group.

 

Consolidation

The Group's financial statements consolidate those of the parent company and
all of its subsidiaries drawn up to 30 June 2022. The parent controls a
subsidiary if it is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns
through its power over the subsidiary. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated on the date control ceases.

 

Inter-company transactions, balances and unrealised gains and losses (where
they do not provide evidence of impairment of the asset transferred) on
transactions between Group companies are eliminated.

 

Business combinations

The Group uses the acquisition method of accounting for the acquisition of a
subsidiary. The consideration transferred is measured at the fair value of the
assets given, equity instruments issued and liabilities incurred or assumed at
the date of exchange. Costs directly attributable to the acquisition are
expensed in the period.

 

Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date irrespective of the extent of any non-controlling
interest.

 

Goodwill is recognised at the acquisition date measured as the excess of the
aggregate of:

·       The fair value of the consideration transferred

·       The fair value or, alternatively, the share of net assets of
the non-controlling interest in the acquiree

·       In a combination achieved in stages, the fair value of the
acquirer's previously held equity interest in the acquiree over the net of the
acquisition date fair value of the identifiable assets acquired and the
liabilities assumed.

Where the goodwill calculation results in a negative amount (bargain purchase)
this amount is taken to the income statement in the period in which it is
derived.

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Foreign currency translation

a)   Functional and presentational currency

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The Company's functional currency
and the Group's presentational currency is Sterling.

b)   Transactions and balances

Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at the reporting period end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.

c)   Group companies

The results and financial position of all Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:

 

·    Assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet.

·    Income and expenses for each income statement are translated at the
rate of exchange at the transaction date. Where this is not possible, the
average rate for the period is used but only if there is no significant
fluctuation in the rate and;

·    On consolidation, exchange differences arising from the translation
of the net investment in foreign entities are recognised in other
comprehensive income and accumulated in a separate component of equity. Post
transition exchange differences are recycled to profit or loss as a
reclassification adjustment upon disposal of the foreign operation.

 

Income and expense recognition

Revenue is the fair value of the total amount receivable by the Group for
supplies of services. VAT or similar local taxes and trade discounts are
excluded.

 

The revenues of the group are now accounted for under IFRS 15 'Revenue from
contracts with customers' and reported as follows:

·         Subscriptions - both monthly and annual subscriptions are
offered and the price for the subscription is quoted on the website. Revenue
for annual subscriptions is deferred on a time basis with equal monthly
transfers to the income statement to allocate the recognition across the
period of service provision.  Payment is received in advance of subscription
fulfilment.

·         Advertising - fees for advertising are recognised when the
service obligations are fulfilled and are subject to agreement by a written
contract which includes pricing. Where there are multiple obligations amounts
specific to that obligation are transferred to the income statement.  Payment
terms are 30 days following invoicing.

 

Interest income and expenditure are reported on an accruals basis. Operating
expenses are recognised in the income statement upon utilisation of the
service or at the date of their origin.

 

Employee benefits

The cost of pensions in respect of the Group's defined contribution scheme is
charged to profit or loss in the period in which the related employee services
were provided.

 

Government grants

The Directors have taken advantage of the short-term finance offered under the
Business Bounce Back loan scheme and its US equivalent. As part of the UK
loans the first 12 months of the interest charges have been reimbursed by the
UK Government. This has been treated as a government grant where the receipt
has been offset against the expense in the same period and the remainder
deferred if already received. The US loan was drawn down on the basis that the
loan would be over a period of 2 years, however, this loan has now been
'forgiven' by the US Government and has been treated as a grant and utilised
immediately.

 

 

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Intangible assets

- Licences

Licences are recognised at cost less any subsequent impairment and
amortisation charges, they are amortised over a five-year period on a
straight-line basis.

 

- Goodwill

Goodwill is capitalised as an intangible asset and allocated to cash
generating units (with separately identifiable cash flows) and is subject to
impairment testing on an annual basis or more frequently if circumstances
indicate that the asset may have been impaired.

 

- Internally generated intangible assets

An internally generated intangible asset (website and mobile application)
arising from development (or the development phase) of an internal project is
recognised if, and only if, all of the following have been demonstrated:

 

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

·           the intention to complete the intangible asset and use
or sell it

·           the ability to use or sell the intangible asset

·           how the intangible asset will generate probable future
economic benefits

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

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

 

The amount initially recognised for internally generated intangible assets is
the sum of the expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above. Where no internally
generated intangible asset can be recognised, development expenditure is
charged to profit or loss in the period in which it is incurred.

 

Subsequent to initial recognition, internally generated intangible assets are
reported at cost less accumulated amortisation and accumulated impairment
losses. Internally generated intangibles not yet in use are subject to annual
impairment testing.

 

Internally generated intangible assets are amortised over three to five years.

 

 

Research expenditure is recognised as an expense in the period in which it is
incurred.

 

- Intangible assets acquired as part of a business combination

Intangible assets acquired in a business combination are identified and
recognised separately from goodwill where they satisfy the definition of an
intangible asset. The cost of such intangible assets is their fair value at
the acquisition date and comprises brand names, subscriber lists, certain
website development costs and licenses. All intangible assets acquired through
business combination are amortised over their useful lives estimated at
between 5 and 10 years.

 

Subsequent to initial recognition, intangible assets acquired in a business
combination are reported at cost less accumulated amortisation and accumulated
impairment losses.

 

- Intangible assets purchased

Intangible assets are purchased when the opportunity arises and capitalised at
cost (fair value). Purchased intangible assets are amortised over their useful
lives estimated at between 5 and 10 years. Subsequent to initial recognition,
purchased intangible assets are reported at cost less accumulated amortisation
and accumulated impairment losses.

 

Property, plant and equipment

Property, plant and equipment are recorded at cost net of accumulated
depreciation and any provision for impairment. Depreciation is provided using
the straight-line method to write off the cost of the asset less any residual
value over its useful economic life. The residual values of assets are
reviewed annually and revised where necessary.  Assets' useful economic lives
are as follows:

 

Leasehold improvements                 The shorter of the
useful life of the asset or the term of the lease (1 to 3 years)

Computer equipment                         33% per
annum over 3 years

Office
equipment
20% per annum over 5 years

Right of use lease assets                   The earlier of
the end of the useful life of the asset or the end of the lease term

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Intangible assets (continued)

 

Impairment

For the purposes of assessing impairment, assets are grouped at the lowest
level for which there are separately identifiable cash flows. As a result some
assets are tested individually for impairment and some are tested at
cash-generating unit level.

 

Goodwill, other individual assets or cash-generating units that include
goodwill and those intangible assets not yet available for use are tested for
impairment at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.

 

An impairment loss is recognised for the amount by which the carrying amount
exceeds the recoverable amount of the asset or cash-generating unit. The
recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use based on an internal discounted cash flow
evaluation. The cashflow evaluations are a result of the Director's estimation
of future sales and expenses based on their past experience and the current
market activity within the business.  With the exception of goodwill, all
assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist.

 

Financial assets

On initial recognition, the Group classifies its financial assets as either
financial assets at fair value through profit or loss, at amortised cost or
fair value through comprehensive income, as appropriate. The classification
depends on the purpose for which the financial assets were acquired. At the
reporting year-end the financial assets of the Group were all classified as
loans or receivables.

 

Trade receivables

These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers but also incorporate
other types of contractual monetary assets.

 

They are initially recognised at fair value and measured subsequent to initial
recognition at amortised cost using the effective interest method, less any
impairment loss.

 

The Group's financial assets comprise trade receivables, other receivables
(excluding prepayments) and cash and cash equivalents.

 

Trade and other receivables - impairment

The group applies an expected credit loss model to calculate the impairment
losses on its trade receivables.  The group applies the simplified approach
to providing for expected credit losses prescribed by IFRS 9, which permits
the use of the lifetime expected loss provision for all trade receivables.
Trade receivables at the balance sheet date have been put into groups based on
days past the due date for payment and an expected loss percentage has been
applied to each group to generate the expected credit loss provision for each
group and a total expected credit loss provision has thus been calculated.

 

Financial liabilities

The Group's financial liabilities include trade and other payables and
borrowings which include lease liabilities.

 

Financial liabilities are recognised when the Group becomes a party to the
contractual agreements of the instrument. All interest related charges are
recognised as an expense in the income statement.

 

Trade payables are recognised initially at their fair value, net of
transaction costs and subsequently measured at amortised costs less settlement
payments.

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Leases

 

The Group previously classified leases as operating or finance leases based on
its assessment of whether the lease transferred significantly all of the risks
and rewards incidental to the ownership of the underlying asset to the Group.

 

The Group is a lessee of office premises and, under IFRS 16, where the Group
had recognised a lease as an operating lease and payments made under the lease
were recognised in profit or loss on a straight-line basis over the term of
the lease, the Group now recognises a right-of-use asset and a lease liability
for most leases i.e. these leases are on-balance sheet.

 

The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made
before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is located, less any lease
incentive received.

 

The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.

 

Lease payments included in the measurement of the lease liability comprise the
following:

-     fixed payments, including in-substance fixed payments

-     variable lease payments that depend on an index or rate, initially
measured using the index or rate at the commencement date

-     amounts expected to be payable under a residual value guarantee, and

-     the exercise price under a purchase option that the group is
reasonably certain to exercise, lease payments in an optional renewal period
if the group is reasonably certain to exercise such an option to extend and
penalties for early termination of a lease unless the group is reasonably
certain not to terminate early.

 

The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the group's
estimate of the amount expected to be payable under a residual value guarantee
or if the group changes its assessment of whether it will exercise a purchase,
extension or termination option.

 

When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

 

The group presents right-of-use assets in 'property, plant and equipment' and
lease liabilities in 'loans and borrowings' in the balance sheet.

 

Income taxes

Current income tax assets and liabilities comprise those obligations to fiscal
authorities in the countries in which the Group carries out its operations.
They are calculated according to the tax rates and tax laws applicable to the
fiscal period and the country to which they relate. All changes to current tax
liabilities are recognised as a component of tax expense in the income
statement unless the tax relates to an item taken directly to equity in which
case the tax is also taken directly to equity. Tax relating to items
recognised in other comprehensive income is recognised in other comprehensive
income.

 

Deferred income taxes are calculated using the liability method on temporary
differences.  Deferred tax is generally provided on the difference between
the carrying amounts of assets and liabilities and their tax bases.  However,
deferred tax is not provided on the initial recognition of goodwill, nor on
the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries
and joint ventures is not provided if reversal of these temporary differences
can be controlled by the Group and it is probable that reversal will not occur
in the foreseeable future.  In addition, tax losses available to be carried
forward as well as other income tax credits to the group are assessed for
recognition as deferred tax assets.

 

Deferred tax liabilities are always provided for in full. Deferred tax assets
such as those resulting from assessing deferred tax on the expense of
share-based payments, are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised. Deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date.

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Provisions, contingent liabilities and contingent assets

Provisions are recognised when the present obligations arising from legal or
constructive commitment resulting from past events, will probably lead to an
outflow of economic resources from the Group which can be estimated reliably.

 

Provisions are measured at the present value of the estimated expenditure
required to settle the present obligation, based on the most reliable evidence
available at the balance sheet date.

 

All provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimates.

 

Share based employee compensation

The Group operates equity settled share-based compensation plans for
remuneration of its employees.

 

All employee services received in exchange for the grant of any share-based
compensation are measured at their fair values. These are indirectly
determined by reference to the share options awarded. Their value is appraised
at the grant date and excludes the impact of any non-market vesting conditions
(e.g. profitability or sales growth targets).

 

All share-based compensation is ultimately recognised as an expense in the
income statement with a corresponding credit to the share-based payment
reserve, net of deferred tax where applicable. If vesting periods or other
vesting conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected
to vest. Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. Estimates are
subsequently revised if there is any indication that the number of share
options expected to vest differs from previous estimates. No adjustment to
expense recognised in prior periods is made if fewer share options ultimately
are exercised than originally estimated.

 

Upon exercise of share options, the proceeds received, net of any directly
attributable transaction costs, up to the nominal value of the shares issued
are reallocated to share capital with any excess being recorded as additional
share premium.

 

Where modifications are made to the vesting or lapse dates of options the
excess of the fair value of the revised options over the fair value of the
original options at the modification date is expensed over the remaining
vesting period.

 

Dividends

During the year, dividends totalling £589,000 were paid. The board is not
recommending the payment of any further dividends in the current financial
year.

 

Final equity dividends to the shareholders of ADVFN plc are recognised in the
period that they are approved by shareholders. Interim equity dividends are
recognised in the period that they are paid.

 

Dividends receivables are recognised when the Company's right to receive
payment is established

 

 

Equity

Issued capital

Ordinary shares are classified as equity. The nominal value of shares is
included in issued capital.

Share premium

The share premium account represents the excess over nominal value of the fair
value of consideration received for equity shares, net of the expenses of the
share issue.

Share based payment reserve

The share-based payment reserve represents equity settled share-based employee
remuneration until such share options are exercised.

Foreign exchange reserve

The foreign exchange reserve represents foreign exchange gains and losses
arising on translation of investments in overseas subsidiaries into the
consolidated financial statements.

Retained earnings

The retained earnings include all current and prior period results for the
Group and the post-acquisition results of the Group's subsidiaries as
determined by the income statement.

 

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Use of key accounting estimates and judgements

Many of the amounts included in the financial statements involve the use of
judgement and/or estimation. These judgements and estimates are based on
management's best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts
included in the financial statements. Information about such judgements and
estimates is contained in the accounting policies and/or the notes to the
financial statements and the key areas are summarised below:

 

Judgements in applying accounting policies

a)      Capitalisation of development costs in accordance with IAS 38
requires analysis of the technical feasibility and commercial viability of the
project in the future. This in turn requires a long-term judgement to be made
about the development of the industry in which the development will be
marketed. Where the directors consider that sufficient evidence exists
surrounding the technical feasibility and commercial viability of the project,
which indicate that the costs incurred will be recovered they are capitalised
within intangible fixed assets. The amount of the capitalisation is based on
estimates to judge the percentage of the time relevant staff spend on projects
as specific timesheets are not maintained. Where insufficient evidence exists,
the costs are expensed to the income statement.

b)      The directors have used their judgement to decide whether the
Group should be treated as a going concern and continue in existence for the
foreseeable future. Having considered the latest Group forecasts, which cover
a period of three years from the balance sheet date, together with the cash
resources available to them, the directors have judged that it is appropriate
for the financial statements to be prepared on the going concern basis.

c)      The application of IFRS 15 - Revenue from contracts with
customers requires an assessment of the elements of the contract to separate
potentially bundled services requiring different treatment, the recognition of
revenue at the point of performance obligations and the assessment of the
correct amount of revenue for each of those obligations.

 

Sources of estimation uncertainty

a)      Determining whether goodwill and other intangible assets are
impaired requires an estimation of the value in use of the cash generating
unit to which the goodwill and intangibles have been allocated. The carrying
value of the investments are also assessed. The value in use calculations
require an estimation of the future cash flows expected to arise from the cash
generating units and a suitable discount rate in order to calculate a suitable
present value. During the current year, the review led to an impairment of the
investments in Group Companies of £1,275,000.

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

3.      Segmental analysis

 

The directors identify operating segments based upon the information which is
regularly reviewed by the chief operating decision maker. The Group considers
that the chief operating decision makers are the executive members of the
Board of Directors. The Group has identified two reportable operating
segments, being that of the provision of financial information and that of
other services. The provision of financial information is made via the Group's
various website platforms.

 

The parent entities operations are entirely of the provision of financial
information.

 

Three minor operating segments, for which IFRS 8's quantitative thresholds
have not been met, are currently combined below under 'other'. The main
sources of revenue for these operating segments is the provision of financial
broking services, financial conference events and other internet services not
related to financial information. Segment information can be analysed as
follows for the reporting period under review:

 

 2022                             Provision of financial information  Other   Total

                                  £'000                               £'000   £'000

 Revenue from external customers  7,796                               52      7,848
 Depreciation and amortisation    (405)                               (32)    (437)
 Other operating expenses         (9,338)                             551     (8,787)
 Other operating income           -                                   -       -

 Segment operating (loss)/profit  (1,947)                             571     (1,376)

 Interest income                  -                                   -       -
 Interest expense                 (14)                                -       (14)

 Segment assets                   1,718                               1,896   3,597
 Segment liabilities              (2,232)                             (58)    (2,290)
 Purchases of non-current assets  155                                 -       155

 

 

 2021                             Provision of financial information  Other   Total

                                  £'000                               £'000   £'000

 Revenue from external customers  9,020                               39      9,059
 Depreciation and amortisation    (408)                               (21)    (429)
 Other operating expenses         (6,763)                             (403)   (7,166)
 Other operating income           162                                 -       162

 Segment operating profit/(loss)  2,011                               (385)   1,626

 Interest income                  -                                   -       -
 Interest expense                 (21)                                (1)     (22)

 Segment assets                   4,451                               815     5,266
 Segment liabilities              (2,113)                             (30)    (2,143)
 Purchases of non-current assets  424                                 -       424

 

 

Revenue recognition per IFRS 15

                      Point in time  Over time  Total
                      £'000          £'000      £'000

 Revenue during 2021  5,266          3,793      9,059
 Revenue during 2022  4,183          3,668      7,851

Notes to the financial statements (continued)

 

Segmental analysis (continued)

 

The Group's revenues, which wholly relate to the sale of services, from
external customers and its non-current assets, are divided into the following
geographical areas:

                Revenue  Non-current assets  Revenue  Non-current assets
                2022     2022                2021     2021
                £'000    £'000               £'000    £'000

 UK (domicile)  3,198    1,172               3,655    1,734
 USA            4,525    1,064               5,240    1,047
 Other          125      -                   164      -

                7,848    2,236               9,059    2,781

Revenues are allocated to the country in which the customer resides. During
both 2022 and 2021 no single customer accounted for more than 10% of the
Group's total revenues.

 

4.      Operating loss

                                                                            2022    2021
 Operating (loss)/profit has been arrived at after charging:                £'000   £'000

 Foreign exchange (gain)/loss                                               (2)     50
 Depreciation and amortisation:
 Depreciation of property, plant and equipment:
 Depreciation on owned property, plant and equipment                        181     167
 Amortisation of intangible assets                                          256     251

 Employee costs (Note 5)                                                    4,650   3,612

 Lease payments on land and buildings (Note 22)                             103     100
 Audit and non-audit services:
 Fees payable to the company's auditor for the audit of the Group's annual  45      38
 accounts

 

 

Remuneration of key senior management for Group and Company

                                                                2022    2021
                                                                £'000   £'000
 Key senior management comprises only directors
 Salary and fees                                                1,502   1,328
 Compensation for loss of office                                831     -
 Benefits in kind                                               -       -
 Annual bonus                                                   80      40
 Share based payments                                           -       43
 Post-employment benefits - defined contribution pension plans  60      72

                                                                2,473   1,483

 

 Highest paid director
 Salary and fees                                                381    440
 Compensation for loss of office                                831    -
 Benefits in kind                                               -      -
 Annual bonus                                                   25     15
 Share based payments                                           -      15
 Post-employment benefits - defined contribution pension plans  24     36

                                                                1,261  506

 

Details of the directors' emoluments, together with other related information,
are set out in the Remuneration Report

on page 13.

 

Notes to the financial statements (continued)

 

5.             Employees

 

GROUP

                                                                          2022    2021
                                                                          £'000   £'000
 Employee costs (including directors):
 Wages and salaries                                                       3,325   3,129
 Compensation for loss of office                                          831     -
 Annual bonus                                                             80      40
 Social security costs                                                    309     280
 Pension costs                                                            105     120
 Share based payments                                                     -       43

                                                                          4,650   3,612

 The average number of employees during the year was made up as follows:

 Development                                                              10      9
 Sales and Administration                                                 30      29

                                                                          40      38

 

COMPANY

                                          2022    2021
                                          £'000   £'000

 Employee costs (including directors):
 Wages and salaries                       2,140   2,036
 Compensation for loss of office          831     -
 Social security costs                    225     198
 Pension                                  103     118
 Share based payments                     -       43

                                          3,299   2,395

The average monthly number of employees during the year was as follows:

 Development                 4   4
 Sales and Administration    15  16

                             19  20

Details of the directors' emoluments, together with other related information,
are set out in the Remuneration Report

on page 13.

 

 

Notes to the financial statements (continued)

 

6.             Non-recurring items

 

GROUP AND COMPANY

                                                 2022    2021
                                                 £'000   £'000

 Exceptional corporate and shareholder activity  252     -
 Costs relating to the exit of directors         1,114   -
 Early termination costs                         54      -
                                                 1,420   -

 

During the year, the company went through a period of shareholder and
management changes, during which time the company incurred legal and advisory
fees. The culmination of the activity was the resignation of Mr Clement
Chambers, for which the company incurred further fees in relation to his exit.

 

The company also chose to vacate the Throgmorton Street offices and incurred
early termination costs on this lease.

Finally, the goodwill on the investment in IHUB has impaired during the review
of the valuation of the investments.

 

7.             Finance expense

 

GROUP

                  2022    2021
                  £'000   £'000

 Finance expense
 Lease interest   10      19
 Bank interest    4       3

 

8.             Income tax expense

 

GROUP

                                                 2022    2021
                                                 £'000   £'000

 Current Tax:
 UK corporation tax on profits for the year      (24)    (10)
 Adjustments in respect of prior periods         -       -

 Total current taxation                          (24)    (10)

 Deferred tax
 Origination and reversal of timing differences  84      303
 Carried forward losses (DTA)                    (84)    (303)
 Effect of rate change                                   -
 Taxation                                        (24)    (10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

 

Income tax expense (continued)

 

 

The tax assessed for the year is different from the standard rate of
corporation tax as applied in the respective trading domains where the Group
operates. The differences are explained below:

                                                                         2022     2021
                                                                         £'000    £'000

 (Loss)/Profit before tax                                                (1,782)  1,608
 (Loss)/Profit before tax multiplied by the respective standard rate of
 corporation tax applicable in the UK (19.00%) (2021: 19.00%)

                                                                         (339)    306

 Effects of:
 Non-deductible expenses                                                 434      (13)
 Capital allowances                                                      (9)      (9)
 Carried forward losses utilised against profits                         (27)     (165)
 Enhanced Research & Development expenditure                             (18)     (96)
 Overseas tax rates                                                      -        -
 Surrender of tax losses for R & D tax credit                            27       14
 Adjustments in respect of prior periods                                 -        -
 Current year R&D tax credit                                             (24)     (11)
 Effect of difference in tax rates                                       63       6
 Consolidation adjustments - no tax effect                               (131)    (42)
 Deferred tax - prior period adjustment                                  -        -
 Deferred tax - difference between opening and current year tax rates    -        -
 Movements in unrecognised deferred tax                                  -        -

 Tax credit for the year                                                 (24)     (10)

 

9.             (Loss) / Profit per share

                                                                 12 months to  12 months to

                                                                  30 June       30 June
                                                                 2022          2021
                                                                 £'000         £'000

 (Loss)/profit for the year attributable to equity shareholders  (1,368)       1,618

 Total (loss) / profit per share - basic and diluted
 Basic                                                           (5.22p)       6.28p
 Diluted                                                         (5.22p)       5.97p

                                                                               Shares

 Weighted average number of shares in issue for the year         26,184,360    25,773,739
 Dilutive effect of options                                      -             1,336,807

 Weighted average shares for diluted earnings per share          26,184,360    27,110,546

Where a loss has been recorded for the year the diluted loss per share does
not differ from the basic loss per share. Where a profit has been recorded but
the average share price for the year remains under the exercise price the
existence of options is not normally dilutive. However, whilst the average
exercise price of all outstanding options is above the average share price
there are a number of options which are not. Under these circumstances those
options where the exercise price is below the average share price are treated
as dilutive.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

 

10.          Property, plant and equipment

 

GROUP

                      Leasehold property improvements  Computer equipment  Office equipment  Right of use lease assets  Total
                      £'000                            £'000               £'000             £'000                      £'000
 Cost
 At 1 July 2020       48                               364                 298               349                        1,059
 Additions            -                                39                  -                 -                          39
 FX difference        -                                -                   (28)              -                          (28)

 At 30 June 2021      48                               403                 270               349                        1,070

 Additions            -                                32                  7                 -                          39
 FX difference        -                                -                   31                -                          31

 At 30 June 2022      48                               435                 308               349                        1,140

 Depreciation
 At 1 July 2020       48                               276                 293               77                         694
 Charge for the year  -                                63                  3                 101                        167
 FX difference        -                                -                   (30)              -                          (30)

 At 30 June 2021      48                               339                 266               178                        831

 Charge for the year  -                                72                  11                98                         181
 FX difference        -                                -                   30                -                          30

 At 30 June 2022      48                               411                 307               276                        1,042

 Net book value
 At 30 June 2022      -                                24                  1                 73                         98
 At 30 June 2021      -                                64                  4                 171                        239

Charge over assets

 

A fixed and floating charge is held by Barclays Bank which covers all the
property and undertakings of the company against the provision of any loan,
debenture or other bank liability.

Notes to the financial statements (continued)

 

Property, plant and equipment (continued)

 

COMPANY

                      Leasehold property improvements  Computer equipment  Office equipment  Total
                      £'000                            £'000               £'000             £'000
 Cost
 At 1 July 2020       48                               359                 106               513
 Additions            -                                39                  -                 39
 Disposals            -                                -                   -                 -

 At 30 June 2021      48                               398                 106               552

 Additions            -                                32                  -                 32
 Disposals            -                                -                   -                 -

 At 30 June 2022      48                               430                 106               584

 Depreciation
 At 1 July 2020       48                               271                 106               425
 Charge for the year  -                                63                  -                 63
 Disposals            -                                -                   -                 -

 At 30 June 2021      48                               334                 106               488

 Charge for the year  -                                72                  -                 72
 Disposals            -                                -                   -                 -

 At 30 June 2022      48                               406                 106               560

 Net book value
 At 30 June 2022      -                                24                  -                 24
 At 30 June 2021      -                                64                  -                 64

 

11.          Goodwill

 

GROUP

                           £'000

 At 1 July 2020            1,002
 Exchange differences      (132)

 At 30 June 2021           870

 Exchange differences      118

 At 30 June 2022           988

The goodwill carried in the balance sheet is attributable to InvestorsHub.com
Inc.

 

Impairment testing - InvestorsHub.com Inc.

The Group tests goodwill annually for impairment. During the year, impairment
tests were undertaken over the goodwill of InvestorsHub.com Inc. which is
considered to be a single CGU. The recoverable amount was determined using a
value in use calculation based upon management forecasts for the trading
results for the three and a half years ending 31 December 2025.

 

A discount rate of 10% has been used for this exercise based on the estimated
likely rate of debt financing for the company. The key assumptions utilised
within the forecast model relate to the level of future sales. Increases have
been estimated at between 0% and 5%. The closing exchange rate of $1.25/£ has
been used (2021: $1.42/£). The value in use calculations indicate that
InvestorsHub.com Inc. has a recoverable amount of £1,000,000 compared to an
investment by ADVFN of £1,651,000 and a goodwill carrying value of £988,000.
The Company's investment in InvestorsHub.com has been impaired, however
goodwill has not been impaired based on the recoverable amount being greater
than the carrying value.

 

 

 

 

Notes to the financial statements (continued)

 

12.          Other intangible assets

 

GROUP

                      Licences  Brands & subscriber lists      Website development costs  Mobile application  Software  Crypto-currencies  Total
                      £'000     £'000                          £'000                      £'000               £'000     £'000              £'000
 Cost or valuation

 At 1 July 2020       162       2,129                          2,181                      10                  386       -                  4,868
 Additions            -         -                              294                        -                   91        -                  385
 Disposals            -         -                              -                          -                   -         -

 At 30 June 2021      162       2,129                          2,475                      10                  477       -                  5,253
 Additions            -         -                              74                         -                   39        1                  114
 Disposals            -         -                              -                          -                   (296)     -                  (296)

 At 30 June 2022      162       2,129                          2,549                      10                  220       1                  5,071

 Amortisation

 At 1 July 2020       162       2,129                          1,076                      10                  63        -                  3,440
 Charge for the year  -         -                              232                        -                   19        -                  251
 Disposals            -         -                              -                          -                   -         -                  -

 At 30 June 2021      162       2,129                          1,308                      10                  82        -                  3,691
 Charge for the year  -         -                              223                        -                   33        -                  256
 Disposals            -         -                              -                          -                   -         -                  -

 At 30 June 2022      162       2,129                          1,531                      10                  115       -                  3,947

 Net book value
 At 30 June 2022      -         -                              1,018                      -                   105       1                  1,124
 At 30 June 2021      -         -                              1,167                      -                   395       -                  1,562

All additions are internally generated by capitalisation of development work
on websites and software projects.

 

The directors are satisfied that no indication of impairment exists in respect
of these assets.

 

Notes to the financial statements (continued)

 

Other intangible assets (continued)

 

COMPANY

                        Licenses  Mobile application  Website development  Crypto-currencies  Total
                        £'000     £'000               £'000                £'000              £'000
 Cost

 At 1 July 2020         100       10                  1,768                -                  1,878
 Additions              -         -                   294                  -                  294
 Disposals              -         -                   -                    -                  -

 At 30 June 2021        100       10                  2,062                -                  2,172
 Additions              -         -                   74                   1                  75
 Disposals              -         -                   -                    -                  -

 At 30 June 2022        100       10                  2,136                1                  2,247

 Amortisation

 At 1 July 2020         90        10                  1,456                -                  1,556
 Charge for the year    10        -                   224                  -                  234
 Disposals              -         -                   -                    -                  -

 At 30 June 2021        100       10                  1,680                -                  1,790
 Charge for the year    -         -                   223                  -                  223
 Disposals              -         -                   -                    -                  -

 At 30 June 2022        100       10                  1,903                -                  2,013

 Net book value
 At 30 June 2022        -         -                   233                  1                  234
 At 30 June 2021        -         -                   382                  -                  382

All additions are internally generated by capitalisation of development work
on websites.

 

The directors are satisfied that no indication of impairment exists in respect
of these assets.

 

Notes to the financial statements (continued)

 

13.          Subsidiary companies consolidated in these accounts

 

COMPANY

 

                       Subsidiaries
                       £'000

 At 1 July 2020        2,276
 Impairment            -

 30 June 2021          2,276

 Impairment            (1,275)

 30 June 2022          1,001

 

The Group tests investments annually for impairment. During the year,
impairment tests were undertaken over the investments of InvestorsHub.com Inc.
and All IPO Plc which are each considered to be a single CGU. The recoverable
amount was determined using a value in use calculation based upon management
forecasts for the trading results for the three years ending 30 June 2023 and
extended by another 2 years without growth. This 5-year forecast is then
extended to perpetuity.

 

A discount rate of 10% has been used for this exercise based on the estimated
likely rate of debt financing for the company. The key assumptions utilised
within the forecast model relate to the level of future sales. Increases have
been estimated at between 0% and 5%. The closing exchange rate of $1.25/£ has
been used (2021: $1.42/£). The value in use calculations indicate that
InvestorsHub.com Inc. has a recoverable amount of £1,000,000 compared to an
investment by ADVFN of £1,651,000. The Company's investment in
InvestorsHub.com has been impaired to the expected recoverable amount. The
value in use calculations indicate that the value of use in All IPO is minimal
and therefore the full investment, to the value of £624,000, has been
impaired.

 

                                                  Country of incorporation  % interest in       Principal activity                  Registered address

                                                                             ordinary shares
                                                                            30 June 2022

 Cupid Bay Limited                                England & Wales           100.00              Internet dating web site            Suite 28 Ongar Business Centre, The Gables, Ongar, England, CM5 0GA
 Fotothing Limited                                England & Wales           100.00              Dormant                             As Cupid Bay Limited
 NA Data Inc.                                     USA                       100.00              Office services                     P.O. Box 780

                                                                                                                                    Harrisonville Mo. 64701
 InvestorsHub.com Inc.                            USA                       100.00              Financial information web site      As NA Data Inc.
 ADVFN Brazil Limited                             England & Wales           100.00              Dormant                             As Cupid Bay Limited
 E O Management Limited                           England & Wales           100.00              Dormant                             As Cupid Bay Limited
 Throgmorton Street Capital Limited               England & Wales           100.00              Dormant                             As Cupid Bay Limited
 Advessel Limited                                 England & Wales           100.00              Dormant                             As Cupid Bay Limited
 All IPO Plc                                      England & Wales           100.00              Brokerage and software development  As Cupid Bay Limited
 Writer Pub Limited                               England & Wales           100.00              Dormant                             As Cupid Bay Limited
 MJAC InvestorsHub International Conferences Ltd  England & Wales           100.00              Dormant                             As Cupid Bay Limited

The subsidiary companies Cupid Bay Limited and MJAC InvestorsHub International
Conferences Ltd are exempt from audit under s479A of the Companies Act 2006.

 

 

Notes to the financial statements (continued)

 

14.          Deferred tax

 

GROUP

The following are the major deferred tax liabilities and assets recognised by
the Group and the movements thereon during the current and prior periods:

                                    Intangible assets  Website development & software costs      US temporary differences  UK tax losses  Total
                                    £'000              £'000                                     £'000                     £'000          £'000

 At 30 June 2020                    80                 (271)                                     (80)                      271            -
 Credit/(charge) to profit or loss  (80)               (32)                                      80                        32             -

 At 30 June 2021                    -                  (303)                                                               303            -
 Credit/(charge) to profit or loss  -                  (84)                                      -                         84             -

 At 30 June 2022                    -                  (387)                                     -                         387            -

 

Deferred tax in ADVFN Plc amounted to £57,800 and in subsidiary companies
amounted to £26,000 in All IPO Plc. The deferred tax liability for the
temporary difference has been recognised at 25% as per the future tax rate
which has increased the deferred tax liability by £21,000. The deferred tax
asset for the losses has also been recognised at 25% as per the future tax
rate.

 

Certain deferred tax assets and liabilities have been offset. The following is
the analysis of the deferred tax balances, after offset, for the purposes of
financial reporting:

                                                         2022    2021
                                                         £'000   £'000

 Deferred tax liabilities
 -       Website development & software costs            (84)    (303)
 -       US temporary differences                        -       80
 Deferred tax assets
 -       Intangible assets                               -       (80)
 -       UK tax losses                                   84      303

                                                         -       -

 

At the balance sheet date the Group had unused tax losses of £5,340,000
(2021: £5,175,000) available for offset against future profits. The Group has
surrendered losses of £169,000 for the R&D tax credit for the year. A
deferred tax asset has been recognised in respect of £338,000   (2021:
£1,212,000) of such losses, as these losses would offset any taxable profits
arising as a result of the unwinding of the deferred tax liability in respect
of website development costs. No deferred tax asset has been recognised in
respect of the remaining £5,002,000 (2021: £3,963,000) due to the
unpredictability of future profit streams. Substantially all of the losses may
be carried forward indefinitely.

 

 

COMPANY

 

The Deferred Tax Liability in the ADVFN company is due to the temporary
difference between the accounting base and tax base for the Intangible -
Website development, temporary difference £232,000 and deferred tax liability
£58,000

Notes to the financial statements (continued)

 

15.          Trade and other receivables

 

GROUP

                                                 2022    2021
                                                 £'000   £'000

 Non-current assets
 Other receivables                               26      110

 Current assets
 Trade receivables - gross                       320     416
 Less: provision for impairment - expected loss  (18)    (10)
 Less: provision for impairment - specific       (2)     (7)
 Trade receivables - net                         300     399
 Prepayments and accrued income                  130     132
 Other receivables                               6       5
 Recoverable corporation tax                     24      10

 Total trade and other receivables               460     546

The ageing of trade receivables is as follows:

                                2022    2021
                                £'000   £'000

 Not past due and not impaired  222     325
 Past due but not impaired      96      84
 Past due and fully impaired    2       7
 Trade receivables - gross      320     416

 

 Not past due and not impaired  222   325
 Past due but not impaired:
 Up to 30 days                  -     5
 31 to 60 days                  12    57
 61 to 90 days                  30    2
 Over 90 days                   54    20
                                96    84
 Receivables not impaired       318   409
 Past due but fully impaired    2     7
 Less impairment provision      (20)  (17)
 Trade receivables - net        300   399

 

Provision for impairment:

                       2022    2021
                       £'000   £'000

 Opening               17      29
 Movement in the year  3       (12)
 Closing               20      17

 

The Directors consider that the carrying amount of trade and other receivables
in both the Group and Company is approximately equal to their fair value.

 

 

 

Notes to the financial statements (continued)

 

COMPANY

                                                 2022    2021
                                                 £'000   £'000

 Non-current assets
 Other receivables                               24      108

 Current assets
 Trade receivables - gross                       175     180
 Less: provision for impairment - expected loss  (8)     (6)
 Less: provision for impairment - specific       (2)     (5)
 Trade receivables - net                         165     169
 Prepayments and accrued income                  97      102
 Other receivables                               -       -
 Recoverable corporation tax                     24      -
 Amounts owed by Group undertakings              500     438

 Total trade and other receivables               786     709

The ageing of trade receivables is as follows:

                                2022    2021
                                £'000   £'000

 Not past due and not impaired  133     120
 Past due but not impaired      40      55
 Past due and fully impaired    2       5
 Trade receivables - gross      175     180

 

 Not past due and not impaired  133   120
 Past due but not impaired:
 Up to 30 days                  -     2
 31 to 60 days                  5     37
 61 to 90 days                  14    2
 Over 90 days                   21    14
                                40    55
 Receivables not impaired       173   175
 Past due and fully impaired    2     5
 Less impairment provision      (10)  (11)
 Trade receivables - net        165   169

 

Provision for impairment:

                       2022    2021
                       £'000   £'000

 Opening               11      11
 Movement in the year  (1)     -
 Closing               10      11

The Directors consider that the carrying amount of trade and other receivables
in both the Group and Company is approximately equal to their fair value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the financial statements (continued)

 

16.          Credit quality of financial assets

 

Under IFRS 9 Financial Instruments the allowance account for doubtful debts is
calculated using an Expected Credit Loss (ECL) model which takes a view on the
lifetime expected credit loss to be suffered by the current receivables. On
that basis the allocation to the allowance account for receivables at 30 June
2022 is calculated using the percentage credit loss expectations shown.

 

GROUP

As of 30 June 2022, trade receivables of £96,000 (2021: £84,000) were past
due but not impaired (see note 15). These relate to a number of independent
customers for whom there is no recent history of default.

 

 Expected credit loss provision                 2022                   2021
                                                £'000   %      £'000   £'000

 Not past due                                   222     1.00   2       325
 Not more than 3 months                         42      5.00   2       64
 More than 3 months but not more than 6 months  21      15.00  3       11
 More than 6 months but not more than 1 year    24      25.00  6       9
 More than 1 year                               9       50.00  5       -

                                                318            18      409

Impaired receivables allowance account

                           2022    2021
 Specific provision        £'000   £'000

 At 1 July                 7       17
 Utilised during the year  (12)    (26)
 Created during the year   7       16

 At 30 June                2       7

 

The carrying amount of the Group's trade receivables is denominated in the
following currencies:

            2022    2021
            £'000   £'000

 Sterling   135     104
 Euro       1       1
 US dollar  164     294

            300     399

 

Notes to the financial statements (continued)

 

Credit quality of financial assets (continued)

 

COMPANY

As of 30 June 2022, trade receivables of £40,000 (2021: £55,000) were past
due but not impaired (see note 15). These relate to a number of independent
customers for whom there is no recent history of default.

 

 Expected credit loss provision                 2022                   2021
                                                £'000   %      £'000   £'000

 Not past due                                   133     1.00   1       120
 Not more than 3 months                         19      5.00   1       41
 More than 3 months but not more than 6 months  5       15.00  1       10
 More than 6 months but not more than 1 year    13      25.00  3       4
 More than 1 year                               3       50.00  2       -

                                                173            8       175

Impaired receivables allowance account

                           2022    2021
 Specific provision        £'000   £'000

 At 1 July                 5       6
 Utilised during the year  (10)    (16)
 Created during the year   7       15

 At 30 June                2       5

 

The carrying amount of the Company's trade receivables is denominated in the
following currencies:

              2022    2021
              £'000   £'000

 Sterling     122     104
 Euro         1       1
 US dollar    42      64

              165     169

 

Notes to the financial statements (continued)

 

17.          Interest bearing borrowings

 

Bank loans

As a result of the COVID-19 pandemic the Directors considered it prudent to
take further steps to ensure that short term cashflow did not present a
problem for the Group. Short term finance offered under the Business Bounce
Back loan scheme and the US equivalent has provided an additional layer of
protection whilst the economy rides out the effects of the pandemic. The US
loan was drawn down on the basis that the loan would be over 2 years at 1%
interest with a payment free period. However, this loan has now been
'forgiven' by the US Government and has become a grant, The UK loan is charged
at 2.5% over 6 years with an interest and payment free period for the first 12
months.

 

Lease liabilities

The carrying value of the lease liabilities is included in the borrowing
classification. There are no leases carried in the Company. For further
details please see Note 22.

 

GROUP

                    2022    2021
                    £'000   £'000
 Non-current
 Bank loans         41      54
 Lease liability    -       87

                    41      141

 Brought forward    141     238
 Cash flows         (103)   (106)
 Interest and fees  3       9

 As at 30 June      41      141

 Current
 Bank loans         13      13
 Lease liability    87      103

                    100     116

 Brought forward    116     268
 Cash flows         (25)    (160)
 Interest and fees  9       8

 As at 30 June      100     116

 

Notes to the financial statements (continued)

 

Interest bearing borrowings (continued)

 

COMPANY

                    2022    2021
                    £'000   £'000
 Non-current
 Bank loans         41      54

 Brought forward    54      39
 Cash flows         (14)    15
 Interest and fees  1       -

 As at 30 June      41      54

 Current
 Bank loans         13      13

 Brought forward    -       11
 Cash flows         -       2
 Interest and fees  -       -

 As at 30 June      13      13

 

Changes in liabilities arising from financing activities

 

GROUP

                      2021    Cash   Loan      2022
                      £'000   flows  forgiven  £'000

 Long term borrowing  67      (13)   -         54

 Lease liabilities    190     (103)  -         87

 

COMPANY

                      2021    Cash   New     2022
                      £'000   flows  leases  £'000

 Long term borrowing  67      (13)   -       54

Notes to the financial statements (continued)

 

18.          Financial instruments

 

GROUP

 Categories of financial instrument                    2022    2021
                                                       £'000   £'000
 Non-current
 Trade and other receivables - at amortised cost       26      110

 Current
 Trade and other receivables - at amortised cost       306     404
 Trade and other receivables - non-financial assets    130     142

                                                       436     546

 Cash and cash equivalents                             915     1,939

 Financial assets                                      1,221   2,343

 Non-current
 Borrowings                                            41      141

 Current
 Borrowings                                            100     116

 Trade and other payables - at amortised cost          1,184   1,002
 Trade and other payables - non-financial liabilities  963     884

                                                       2,147   1,886

 Financial liabilities                                 1,284   1,118

COMPANY

 Categories of financial instrument                    2022    2021
                                                       £'000   £'000
 Non-current
 Trade and other receivables - at amortised cost       24      108

 Current
 Trade and other receivables - at amortised cost       848     607
 Trade and other receivables - non-financial assets    96      102

                                                       944     709

 Cash and cash equivalents                             529     1,650

 Financial assets                                      1,376   2,257

 Non-current
 Borrowings                                            41      54

 Current
 Borrowings                                            13      13

 Trade and other payables - at amortised cost          1,411   1,310
 Trade and other payables - non financial liabilities  837     779

                                                       2,248   2,089

 Financial liabilities                                 1,424   1,323

 

Notes to the financial statements (continued)

 

19.          Trade and other payables

 

GROUP

                                       2022    2021
                                       £'000   £'000

 Trade payables                        849     811
 Social security and other taxes       191     179
 Accrued expenses and deferred income  1,074   874
 Other payables                        34      22
 Amounts owed to related parties       -       -

                                       2,148   1,886

 

COMPANY

                                           2022    2021
                                           £'000   £'000

 Trade payables                            801     790
 Other tax and social security             166     160
 Accruals and deferred income              941     765
 Other payables                            8       16
 Amounts owed to related parties           -       -
 Amounts owed to Group undertakings        332     358

                                           2,248   2,089

 

20.          Share capital

 

 GROUP AND COMPANY
                                                                   Shares      £'000
 Issued, called up and fully paid Ordinary shares of £0.002 each

 At 30 June 2021                                                   26,115,319  52
 Share issued                                                      200,000     1

 At 30 June 2022                                                   26,315,319  53

Shares issued

On 29 April 2021 Mr Clement Chambers exercised 40,000 ordinary shares of at
exercise price of 31.25p per share and 160,000 ordinary shares at an exercise
price of 43.75p per share. The total paid was £ 82,500.

 
Share price

The market value of the shares at 30 June 2022 was 51.00p (2021; 65.50p). The
range during the year was 49.00p to 87.20p  (2021; 11.50p to 75.50p).
Shareholders are entitled to one vote per Ordinary share held and dividends
will be apportioned and paid proportionately to the amounts paid up on the
Ordinary shares held.

Notes to the financial statements (continued)

 

21.          Share based payments

 

GROUP AND COMPANY

 

The Group uses share options as remuneration for services of employees. The
fair value is expensed over the remaining vesting period.

The fair value of options granted after 7 November 2002 has been arrived at
using the Black-Scholes model. The assumptions inherent in the use of this
model are as follows:

 

§    The option life is assumed to be at the end of the allowed period

§   There are no vesting conditions which apply to the share
options/warrants other than continued service up to 3       years.

§    No variables change during the life of the option (e.g. dividend
yield must be zero).

§    Volatility has been calculated over the 3 years prior to the grant
date by reference to the daily share price.

 

Details of the number of share options and the weighted average exercise price
(WAEP) outstanding during the year are as follows:

 

                                                                                2022 WAEP

                                                                                Number     Price (£)

 Outstanding at the beginning of the year                                       1,751,473  0.4100
 Granted during the year                                                        -          -
 Exercised during the year                                                      (200,000)  0.4125
 Expired during the year                                                        (200,000)  0.7950

 Outstanding at the year end                                                    1,351,473  0.4437

 Exercisable at the year end                                                    1,351,473  0.4437

 

 

                                                                                2021 WAEP

                                                                                Number       Price (£)

 Outstanding at the beginning of the year                                       2,162,946    0.7740
 Repriced during the year                                                       (1,222,946)  0.7740
                                                                                1,222,946    0.1400
 Granted during the year                                                        -            -
 Exercised during the year                                                      (411,473)    0.1400
 Expired during the year                                                        -            -

 Outstanding at the year end                                                    1,751,473    0.4100

 Exercisable at the year end                                                    1,751,473    0.4100

 

Notes to the financial statements (continued)

 

Share based payments (continued)

 

The options outstanding at the year-end are set out below:

 

 Expiry date       Exercise                2022                                   2021
                   Price (£)               Share options  Remaining life (years)  Share options  Remaining life (years)
 10 year expiry
 31 December 2022  0.1400      Options     80,000         0.5                     80,000         2
 31 December 2022  0.1400      Options     80,000         0.5                     80,000         2
 31 December 2022  0.1400      Options     120,000        0.5                     120,000        2
 31 December 2022  0.1400      Options     31,473         0.5                     31,473         2
 12 December 2024  0.1400      Options     500,000        2                       500,000        4
 12 December 2024  0.7950      Options     300,000        2                       500,000        4
 24 November 2027  0.4750      Options     50,000         4                       50,000         6
 24 November 2027  1.0000      Options     50,000         4                       50,000         6
 7 year expiry
 12 December 2024  0.4375      Options     60,000         2                       220,000        4
 12 December 2024  0.3125      Options     80,000         2                       120,000        4

                                           1,351,473      2                       1,751,473      6

 

The total expense recognised during the year by the Group, for all schemes,
was £nil (2021: £43,000).

 

Notes to the financial statements (continued)

 

22.          Lease commitments

 

Property, plant and equipment comprises owned and leased assets.

 

GROUP

                                                          2022    2021
                                                          £'000   £'000

 Property, plant and equipment - owned                    25      58
 Right-of-use assets except for investment property       73      172
                                                          98      230
 Right-of-use assets
 The group leases office buildings:
 Balance at 1 July                                        171     272
 Additions in the year                                    -       -
 Depreciation charge for the year                         (98)    (101)
 Balance at 30 June                                       73      171

 Lease Liability
 Maturity analysis - contractual discounted cash flows
 Within one year                                          87      103
 Two to five years                                        -       87
 Over five years                                          -       -
 Total lease liabilities at 30 June                       87      190

 

                                                     2022    2021
                                                     £'000   £'000
 Lease liabilities per the balance sheet
 As at 30 June
 Current                                             87      103
 Non-current                                         -       87
                                                     87      190

 Amounts recognised in profit or loss
 Interest on lease liabilities                       11      18

 Amounts recognized in the statement of cashflows
 Total cash outflow for leases                       103     100

 

Notes to the financial statements (continued)

 

Lease commitments (continued)

 

The following payments are due to be made on operating lease commitments which
are all leases on office accommodation:

 

 Land & buildings      2022    2021
                       £'000   £'000

 Within one year       90      113
 Two to five years     -       90
 Over five years       -       -

                       90      203

When measuring lease liabilities, the Group discounted lease payments using
its incremental borrowing rate at 1 July 2022. The weighted average rate
applied is 7.5%.

 

 

COMPANY

 

At the reporting date ADVFN Plc company does not carry any reportable leases.
This results from:

·    The closure of the Throgmorton Street offices during early 2020

·    Taking the exemption under IFRS 16 for the Ongar premises which
allows all leases of less than 12 months to be excluded.

 

During the year to 30 June 2022 the Company did not renew leases on office
premises.

 

 

 

 

 

 

 

Notes to the financial statements (continued)

 

23.          Financial risk management

 

The Group and Company's activities expose it to a variety of financial risks:
market risk (primarily foreign exchange risk, interest rate risk and price
risk), credit risk and liquidity risk. This year the Group and Company are
also exposed to global inflation risks. All companies within the group apply
the same risk management programme, overall this focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. Risk management is carried out
by the Board and their policies are outlined below.

 

a)    Market risk

 

Foreign exchange risk

The Group is exposed to translation and transaction foreign exchange risk as
it operates within the USA and other countries around the world and therefore
transactions are denominated in Sterling, Euro, US Dollars and other
currencies. The Group policy is to try and match the timing of the settlement
of sales and purchase invoices so as to eliminate, as far as possible,
currency exposure. During the year, the weakening of Sterling has decreased
the impact of movements in US Dollars.

 

The Group does not currently hedge any transactions and therefore there are no
open forward contracts. Foreign exchange differences on retranslation of
foreign currency monetary assets and liabilities are taken to the income
statement.

 

GROUP

 

The carrying value of the Group's foreign currency denominated assets and
liabilities are set out below:

                   2022                 2021
                   Assets  Liabilities  Assets  Liabilities
                   £'000   £'000        £'000   £'000

 US Dollars        1,448   468          1,802   450
 Euros             28      59           51      19
 Yen               18      -            14      -
 Other             -       11           -       2

                   1,494   538          1,867   471

 

COMPANY

 

The carrying value of the Company's foreign currency denominated assets and
liabilities are set out below:

                   2022                 2021
                   Assets  Liabilities  Assets  Liabilities
                   £'000   £'000        £'000   £'000

 US Dollars        726     199          337     133
 Euros             28      59           51      19
 Yen               18      -            14      -
 Other             -       11           -       2

                   772     269          402     154

 

Notes to the financial statements (continued)

 

Financial risk management (continued)

 

Foreign exchange risk (continued)

 

The majority of the group's financial assets are held in Sterling but
movements in the exchange rate of the US Dollar and the Euro against Sterling
have an impact on both the result for the year and equity. The Group considers
its most significant exposure is to movements in the US Dollar.

 

Sensitivity to reasonably possible movements in the US Dollar exchange rate
can be measured on the basis that all other variables remain constant. The
effect on profit and equity of strengthening or weakening of the US Dollar in
relation to sterling by 10% would result in a movement of:

Group:  ±£50,000 (2021: ±£148,000).

Company:  ±£57,000 (2021: ±£41,000).

 

Interest rate risk

The Group carries borrowings which are at fixed interest rates and as a result
the directors consider that there is no significant interest rate risk.

 

b)    Credit risk

 

Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. In order to
minimise this risk the Group endeavours only to deal with companies which are
demonstrably creditworthy and this, together with the aggregate financial
exposure, is continuously monitored. The maximum exposure to credit risk is
the value of the outstanding amount:

Group:  £1,325,000 (2021: £2,453,000).

Company:   £1,473,000 (2021: £2,365,000).

 

Provision of services by members of the Group results in trade receivables
which the management consider to be of low risk, other receivables are
likewise considered to be low risk. The management do not consider that there
is any concentration of risk within either trade or other receivables. The
receivables are due from companies whose credit performance is constantly
monitored and, if an amount becomes overdue, immediate action is taken to
obtain payment. The population of clients is diverse and this ensures no
concentration of risk with any specific customer. A default is assumed and
actioned when the Directors believe it will not be possible to obtain payment
for the service supplied. This is not generally measured exclusively on the
overdue period but judged on the basis of prior experience and the dialogue
with the customer that follows the recognition of an overdue payment. For
additional information on receivables see note 15.

 

Credit risk on cash and cash equivalents is considered to be small as the
counterparties are all substantial banks with high credit ratings. The maximum
exposure is the amount of the deposit.

 

c)    Liquidity risk

The Group currently holds cash balances in Sterling, US Dollars and Euros to
provide funding for normal trading activity. The Group also has access to
additional equity funding and, for short term flexibility, overdraft
facilities would be arranged with the Group's bankers. Trade and other
payables are monitored as part of normal management routine. Liabilities are
disclosed as follows:

 

Notes to the financial statements (continued)

 

Financial risk management (continued)

 

Liquidity risk (continued)

 

GROUP

 

 2022                             Within 1 year  One to two years  Two to five years  Over five years
                                  £'000          £'000             £'000              £'000

 Trade payables                   849            -                 -                  -
 Accruals                         303            -                 -                  -
 Other payables                   32             -                 -                  -
 Amounts owed to related parties  -              -                 -                  -

 

 2021                             Within 1 year  One to two years  Two to five years  Over five years
                                  £'000          £'000             £'000              £'000

 Trade payables                   811            -                 -                  -
 Accruals                         168            -                 -                  -
 Other payables                   22             -                 -                  -
 Amounts owed to related parties  -              -                 -                  -

COMPANY

 

 2022                                Within 1 year  One to two years  Two to five years  Over five years
                                     £'000          £'000             £'000              £'000

 Trade payables                      801            -                 -                  -
 Accruals                            272            -                 -                  -
 Other payables                      8              -                 -                  -
 Amounts owed to related parties     -              -                 -                  -
 Amounts owed to Group undertakings  332            -                 -                  -

 

 2021                                Within 1 year  One to two years  Two to five years  Over five years
                                     £'000          £'000             £'000              £'000

 Trade payables                      790            -                 -                  -
 Accruals                            146            -                 -                  -
 Other payables                      16             -                 -                  -
 Amounts owed to related parties     -              -                 -                  -
 Amounts owed to Group undertakings  358            -                 -                  -

 

d)    Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in a volatile and tight credit economy.

The Group will also seek to minimise the cost of capital and attempt to
optimise the capital structure, which currently means maintaining equity
funding and keeping debt levels to insignificant amounts of lease funding.
Share capital and premium together amount to £358,000.

During the year, the Group paid a dividend to shareholders of £589,000 as
part of its capital strategy to provide returns to shareholders and benefits
for other members. The Group continues to plan for growth, and it will
continue to be important to maintain the Group's credit rating and ability to
borrow should acquisition targets become available.

Capital for further development of the Group's activities will, where
possible, be achieved by share issues and not by carrying significant debt.

 

 

 

Notes to the financial statements (continued)

 

Financial risk management (continued)

 

e)    Inflation risk

 

Inflation risk refers to the risks posed to the Group due to rising inflation.
This increase in inflation could lead to increasing costs and potentially
decreasing revenue as companies seek to decrease their own costs. Management
have considered these factors in preparing their going concern forecasts and
will continue to monitor the level of expenses and revenue going forward.

 

24.          Capital commitments

 

GROUP AND COMPANY

 

At 30 June 2022 neither the Group nor the Company had any capital commitments
(2021: £nil).

 

 

25.          Related party transactions

 

GROUP

 

Online Blockchain Plc is related by virtue of having common directors, M J
Hodges and J B Mullins and as Online Blockchain Plc holds approximately 17.64%
of the shares in the Company. Advertising recharges were paid to Online
Blockchain Plc Group amounting to £nil (2021: £53,000). Online Blockchain
Plc was owed £nil (2021: £Nil) by ADVFN Plc at the balance sheet date.

 

The remuneration paid to Directors is disclosed on page 14 of the Directors'
Report; there were no other related party transactions. Transactions with
related parties were carried out on an arm's length basis.

 

COMPANY

 

Online Blockchain Plc is related by virtue of having common directors, M J
Hodges, C H Chambers and J B Mullins and as Online Blockchain Plc holds
approximately 17.64% of the shares in the company.  Advertising recharges
were paid to Online Blockchain Plc Group amounting to £nil (2021: £53,000).
Online Blockchain Plc was owed £nil (2021: £Nil) by ADVFN Plc at the balance
sheet date.

 

The remuneration paid to Directors is disclosed on page 13 of the Directors'
Report; there were no other related party transactions. Transactions with
related parties were carried out on an arm's length basis.

 

 

26.          Events after the balance sheet date

 

There were no significant events to report after the balance sheet date.

 

 

27.          Accounts

 

Copies of these accounts are available from the Company's registered office at
Suite 28, Ongar Business Centre, The Gables, Fyfield Road, Ongar, Essex, CM5
0GA or from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

 

www.companieshouse.gov.uk (http://www.companieshouse.gov.uk)

 

and from the ADVFN plc website:

 

www.ADVFN.com (http://www.ADVFN.com)

 

 

 

ENDS

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