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RNS Number : 2346B Aferian PLC 10 February 2022
10 February 2022
AFERIAN PLC
("Aferian", the "Company" or the "Group")
FULL YEAR RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2021
Double digit revenue and profit growth
Improved quality of earnings and enhanced revenue visibility achieved
Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company,
announces its results for the year ended 30 November 2021.
Donald McGarva, Chief Executive Officer of Aferian plc, said:
"I am proud of the strong performance we've achieved in our first full year of
executing and innovating against our 2025 strategy. We have delivered double
digit growth across the majority of our key performance metrics and
significantly improved our quality of earnings and revenue visibility with an
exit run rate ARR up 43% on the previous year. This strong performance was
delivered thanks to the incredible teamwork, resilience and hard work of our
people and despite ongoing uncertainty brought on by the pandemic and global
supply chain issues.
"We enter 2022 in a strong position both financially and operationally.
Aferian sits at the centre of the converging worlds of streaming services and
traditional Pay TV. This convergence excites our customers, engages viewers
and energises our product teams as we continue to innovate new ways to make it
easy for people to connect to TV and video when and how they want."
Financial Key Figures
US$m unless otherwise stated 2021 2020 Change %
Revenue 92.9 82.7 12%
Exit run rate Annual Recurring Revenue (ARR)( (1)) 15.2 10.6 43%
Statutory gross profit 44.9 40.7 10%
Statutory operating profit 5.7 5.1 12%
Statutory operating cash flow before tax 14.1 16.8 (16%)
Statutory basic earnings per share (US cents) 7.52 4.06 85%
Adjusted gross profit ((2)) 44.7 39.7 13%
Adjusted operating profit ((3)) 11.8 10.5 12%
Adjusted operating cash flow before tax ((4)) 16.7 18.2 (8%)
Adjusted basic earnings per share (US cents) ((5)) 11.45 10.07 14%
Net cash 14.2 9.5 49%
Dividend per share (pence) 3.09 1.87 65%
Notes
(1) Exit run rate ARR is annual run-rate recurring revenue as at 30 November 2021.
(2) Adjusted gross profit is a non-GAAP measure and excludes exceptional items.
Further details of these adjustments are set out in note 4.
(3) Adjusted operating profit is a non-GAAP measure and excludes amortisation of
acquired intangibles, exceptional items and share-based payment charges.
Further details of these adjustments are set out in note 4.
(4) Adjusted operating cash flow before tax is a non-GAAP measure and excludes
exceptional items. Further details of these adjustments are set out in note
4.
(5) Adjusted basic earnings per share is a non-GAAP measure and excludes
amortisation of acquired intangibles, exceptional items and share-based
payment charges. Further details of these adjustments are set out in note 4.
Financial Highlights
· Further improved quality of earnings and enhanced revenue
visibility
· higher-margin software and services revenue of approximately
$22.4m, up 15%, including recurring revenue of $12.9m, up 21%
· exit run rate ARR of $15.2m (2020: $10.6m), up 43%
· Strong balance sheet maintained with strengthened cash position,
and new banking facility of up to $100m to support our targeted M&A
strategy
· A final dividend of 2.09 pence (2.87 US cents) per share (2020:
1.87 pence / 2.39 US cents) in line with our new dividend policy to deliver
returns to shareholders through growth and income
Strategic and Operational Highlights
· Strong progress against our 2025 strategic goals in the first
year of execution
· Continued focus and investment to drive growth in recurring
software revenues and conversion of the streaming and Pay TV convergence
opportunity
· 24i: continued focus on building recurring revenues and migrating
subscribers from legacy systems to 24i's more flexible and extensible platform
· Amino: grew revenues by 19% to $75.1m, maintaining strong margins
and cash generation
· Strategically important customer deployments achieved during the
period across 24i and Amino:
· 24i: deployed 24i's streaming platform for new customers
including the Canadian Hockey League and Cinessance, a subscription video on
demand service, which launched in November 2021 as the 'Netflix of French
Film'
· Amino: multiple new deployments of Amino's Android TV platform
including at Go Malta and CableNet in Europe, Optage in APAC and Conway, Home
Telecom and Hay Communications in North America
· Successful integration of Danish streaming and Pay TV platform
specialist, Nordija (now part of 24i), immediately adding $2.1m ARR upon
acquisition.
· Continued product innovation and success, 24i's video platform
named best OTT Video Platform in the Streaming Media European Readers' Choice
Awards, and Amino's Hybrid Android TV streaming device securing CSI Magazine's
Award for Best Customer Premise Technology 2021
Current trading and outlook
· We enter 2022 in a solid position and continue to strengthen our
pipeline of potential M&A opportunities as we seek to continue to deliver
against our 2025 strategy.
· The Board remains confident in the Group's ability to meet
current full year expectations and in the Group's future prospects.
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is being made on behalf of the Company by
Mark Carlisle, Chief Financial Officer.
For further information please contact:
Aferian plc +44 (0)1954 234100
Mark Wells, Chairman
Donald McGarva, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
Investec plc (NOMAD and Broker) +44 (0)20 7597 5970
David Anderson / Patrick Robb / Cameron MacRitchie
FTI Consulting (Financial communications) +44 (0)20 3727 1000
Matt Dixon / Elena Kalinskaya / Gregory Hynes
About Aferian plc
Aferian plc (AIM: AFRN) is a B2B video streaming solutions company. Our
end-to-end solutions bring live and on-demand video to every kind of screen.
We create the forward-thinking solutions that our customers need to drive
subscriber engagement, audience satisfaction, and revenue growth.
It is our belief that successful media companies and services will be those
that are most consumer-centric, data driven and flexible to change. We focus
on innovating technologies that enable our customers stay ahead of evolving
viewer demand by providing smarter, more cost-effective ways of delivering
end-to-end modern TV and video experiences to consumers. By anticipating
technological and behavioural audience trends, our software solutions empower
our customers to heighten viewer enjoyment, drive growth in audience share and
ultimately their profitability.
Aferian plc has two operating companies: 24i, which focusses on streaming
video experiences, and Amino, which connects Pay TV to streaming services. Our
two complementary companies combine their products and services to create
solutions which ensure that people can consume TV and video how and when they
want it. Our solutions deliver modern TV and video experiences every day to
millions of viewers globally, via our growing global customer base of over 500
service providers.
Aferian plc is traded on the London Stock Exchange's AIM stock market (AIM:
symbol AFRN). Headquartered in Cambridge, UK, the Company has over 350 staff
located in offices in San Francisco, Amsterdam, Helsinki, Copenhagen, Madrid,
Porto, Brno, Buenos Aires, and Hong Kong. For more information, please
visit www.aferian.com (http://www.aferian.com/) .
Chairman's statement:
I joined the Board of Aferian on 1 January 2022 as its Non-Executive Chairman
and it's a privilege to join at such an exciting time of growth and
development. Throughout my career, I've been lucky enough to help guide
innovative British technology businesses as they pursue growth and become
global leaders in their field. This is where my enthusiasm still lies, and why
I'm excited to have joined Aferian, an equally ambitious British and
international software business. The Group is at the heart of a structural
industry shift towards the convergence of streaming services and traditional
Pay TV, and I'm looking forward to sharing knowledge and experience to help
the Company grow even more and deliver on its ambition.
This report marks the first full year since the Group announced its 2025
strategy. Whilst there is still plenty of work ahead of us, significant
progress has already been made against the 2025 strategic goals. The Group has
delivered another strong financial and operational performance, through both
organic growth and with the acquisition of Nordija.
Since its inception, the Group's founding purpose has been to enable high
quality video to be delivered over broadband. As both the video market and
broadband speeds have evolved, so has the Group, but our promise has always
remained unchanged - to make it easy for people to connect to the video they
love, whenever they want. To continue delivering on this promise, Aferian has
invested in the capability to deliver video to any screen at any time in line
with the changing demands of consumers.
In June 2021, at minimal cost, the Group changed its name from Amino
Technologies plc to Aferian plc to reflect its renewed purpose and expanded
capabilities. The Board felt that as our business evolved, it was right that
the Group's name was changed to enable us to better articulate the nature of
business and the larger international opportunity on which our team is now
capitalising.
Aferian Group Strategy to 2025
The Group's strategic aims remain underpinned by building a predictable and
profitable software-driven growth business, with a proven track record of
expanding its addressable market both organically and through targeted
M&A. Our objectives are 1) to continue to grow margin through value-based
investments; 2) to maintain strong levels of cash generation; 3) to deliver
appropriate returns to shareholders, and 4) invest in the future growth of the
Company. This year we have made significant progress against all of these
objectives.
Our Group strategy to 2025 is focussed on four key drivers as follows:
· Transformation to a software-led company
Aferian is a software-led business focused on growing higher margin recurring
software revenues. This year ARR has increased by 43% to $15.2m and software
& services revenue has grown by 15% to $22.4m.
· Data-centric product development to drive growth and innovation
Aferian's data-centric product development is focused on enhancing value for
our existing customers to drive upsell of product licenses, as well as on
attracting new customers. As the Group has expanded it has continued to
collect and enhance increasing volumes of data. Our products are designed to
deliver premium levels of support and monitoring at every point in the Group's
video streaming platform, as well as giving customers new and actionable
insights that will help them to grow consumer engagement and loyalty.
· A product roadmap focussed on the consumer experience
Aferian aims to deliver choice, usability and convenience to the consumer.
During the year the Group has continued to develop new and existing platforms
that enable pay TV to be integrated with third-party streaming services like
YouTube, Netflix and Amazon Prime Video on a single streaming device.
Consumers prize this level of convenience, and it helps our clients retain
subscribers. The ongoing investment in developing the Group's productised
video streaming platform ensures end users have the widest-possible choice of
ways to access and watch the content they love.
· M&A strategy to further underpin revenue growth and visibility
The Group is already delivering on its M&A growth ambitions and is
expanding its capacity to continue to do so. In May 2021, the Group acquired
Nordija (now part of 24i), a Danish specialist in Pay TV and streaming, which
immediately had a positive impact on revenue and ARR. In December 2021, just
after the year end, the Group also announced an increased bank facility of
$50m which also includes a further $50m available by way of an accordion. The
increased facility provides support to the Group in achieving its 2025
strategy, particularly with regards to the execution of potential
acquisitions.
Environmental, Social and Governance ("ESG")
This year we were proud to publish our first ESG report. Our approach to ESG
uses the Japanese concept of Ikigai meaning "a reason for being", which refers
to having a meaningful direction or purpose in life. The ESG report provides
an overview of how our business is aligned to the United Nations Sustainable
Development Goals.
To further underscore the Group's commitment to making ESG foundational in
what we do, in the current financial year the Remuneration Committee has
introduced variable compensation targets for the Executive Directors based on
the Group's ESG goals.
Board change
After almost six years on the Group's Board of Directors, Karen Bach stepped
down from her role as non-executive Chairman on 31 December 2021. During her
tenure, Karen made a significant contribution to the Group, including leading
the Board as it developed the Group's 2025 strategy, which is already
delivering meaningful improvements in revenue visibility and growth. On behalf
of the Board and all our Aferian employees, I would like to thank Karen for
her service, dedication and support during her tenure.
Dividend
In line with our dividend policy of paying between a third and a half of
adjusted EPS as a dividend, the Board is proposing a final dividend of 2.09
pence per share (2.87 US cents*) which, if approved, would, with the already
paid interim dividend of 1.0 pence (1.38 US cents*) per share, result in a
total dividend for the year of 3.09 pence (4.25 US cents*) per share.
*£1: $1.37528
Mark Wells
Chairman
9 February 2022
Chief Executive Officer's review:
Strong progress towards our 2025 strategic goals
Our 2025 strategy addresses the convergence of streaming services and
traditional Pay TV. Aferian has always been a B2B2C video streaming solutions
company. The 2025 strategy capitalises on the increasing consumer expectation
that we should all be able to connect to the TV and video content we love on
any device, at any time, wherever we may be. Aferian is well positioned to
capture this opportunity, making it easy for people to consume TV and video
content in the way they want.
We have made strong progress towards our 2025 strategic goals. We report
revenue of $92.9m (2020: $82.7m), up 12%, and improved quality of earnings and
enhanced visibility with an exit run rate ARR of $15.2m (2020: $10.6m) up 43%.
Recurring software revenue was 58% (2020: 55%) of total software &
services revenue.
Outstanding team effort driving strong business results
We could not have achieved these results without the incredible teamwork,
resilience and effort from our people. This year we have seen the continued
impact of the global COVID-19 pandemic on our supply chains and our working
practices. Many of our teams have continued to work from home most of the
time. Delays in the supply chain of our streaming devices meant teams had to
work doubly hard to source components on time as well as to source, test and
validate alternative components. Despite this, our teams around the world have
continued to collaborate effectively with each other, our customers and our
suppliers to ensure that we have continued to provide our customers with high
levels of service and timely assistance. I would like to thank our teams for
their ongoing resilience and dedication in the face of a global pandemic, the
impacts of which continue to be felt.
Building a predictable, software-driven growth business
We are focussed on building a predictable, software-driven growth business,
while expanding our addressable market both organically and via targeted
M&A. We continue to grow margins through value-based investments, maintain
strong levels of cash generation, deliver appropriate returns to shareholders
and invest in the future growth of the Group.
Our targeted M&A strategy is supported by our strong balance sheet and
$50m bank facility which we signed in December 2021. Our M&A strategy has
three pillars:
1. Acquisition of key and emerging technologies which gives the Group a
competitive advantage and, therefore, improves gross margins. We have
identified a number of areas which could significantly add value to our
platform's capabilities by using the latest technologies to enhance our
streaming platforms and make it easier for end-consumers to find the video and
content they love.
2. Acquisition of market share and scale to drive operating cost efficiencies
and take advantage of the growing demand for 'configurable' video experience
solutions based on a standard platform. Our technology vision is founded on
the iterative development of a modular video streaming platform that delivers
both segmental (modular) as well as integral (end-to-end) solutions for our
clients and partners, based on customisable products.
3. Acquisition of market entry capabilities and expanded market penetration,
both in terms of additional geographies and industry verticals. Aferian has
a very strong position in video being distributed over broadband via Pay TV as
well as by broadcasters, publishers and content owners. The video market is
dynamic, and our end-to-end streaming capabilities mean we are well placed to
serve companies wishing to stream content to viewers in additional sectors
such as education, hospitality and others. We are targeting additional
geographies and industry verticals to market those capabilities.
In May 2021, we commenced our targeted M&A programme by completing the
acquisition of Nordija, a Danish streaming and Pay TV platform specialist, for
a total consideration of €5.3m ($6.4m). As customers increasingly look to
offload the day-to-day burden of managing and maintaining their end-to-end
video platforms to expert partners like Amino and 24i, this move accelerates
our progress in the TV as a Service ("TVaaS") market. This enables us to
better capture the opportunity created by the convergence of streaming
services and traditional Pay TV, which is where we see the greatest
opportunity for growth.
This acquisition added $2.2m to exit run rate ARR as well as bringing
specialist capabilities to our team. Nordija has a reputation for innovation
and has brought high quality customers to the Group including Denmark's Waoo,
Swisscom Broadcast and Telenor Sweden. We were delighted to welcome Nordija
employees into our growing Group. The integration of Nordija into 24i was
completed in 2021 and the acquisition was earnings enhancing in the financial
year.
To provide the Group with additional funds to aid execution of its acquisitive
growth strategy, Aferian also completed a share placing in the year, raising
$12.7m (£9.0m). Initially, these funds were intended to support the
purchase of MobiTV, a US live TV and on-demand platform provider, which was in
an auction process. Whilst our bid was ultimately unsuccessful, the
availability of these additional funds enhances the Group's position in
negotiating and executing future acquisitions.
The streaming market
Streaming is now a mass-market industry. Demand for streamed content continues
to grow significantly, accelerated by changes in viewing habits during the
COVID-19 pandemic. The 2021 research* issued by the research firm Ampere
Analysis found out that:
· Baby boomers are now just as likely to binge-watch
streamed content as their grandchildren.
· Consumers are also shopping around for a better streaming
platform deal and content, driving increased diversity in the streaming
market: The average US household now subscribes to four different streaming
services (+1 since 2020).
· The average US household spends $47 per month on streaming
services (up from $38 since 2020).
· More than 1-in-10 US households are signed up to seven or
more different streaming services.
*Source: cordcuttersnews.com
Within this growing industry, Aferian serves a range of market verticals:
· Pay TV operators - companies offering a package of linear TV
channels and often associated on demand content to consumers on a subscription
basis. Research from SPGMI suggests 90% of operators in EMEA and 74% of
operators in North America are integrating streaming with their linear
channels.
· Enterprise video providers - companies making video available to
consumers on managed streaming devices but not offering traditional Pay TV to
consumer homes, for example in-room entertainment in hotels, hospitals
etc. Research from Market Intelligence suggests the Global enterprise
market is set to grow at CAGR +8% to $2.1bn by 2025.
· Content owners - for example Netflix, Disney+, Pure Flix, and
Cinessance. A study by Digital TV Research suggests gross revenue from
streaming TV and movies will reach $210bn on 1.5bn subscriptions by 2026.
· Sports rights holders - for example FIFA, UEFA, NFL, and Canadian
Hockey League. Research from Deltatre suggests sports rights holders worldwide
spend 15% of their total budgets on their video streaming platform. That's
$6.8bn in North America alone.
· Broadcasters - for example the BBC, ITV, CNN, Game Show Network,
and NPO. Research from Amagi Analytics found advertisers are shifting from
traditional TV to streaming TV, with ad-supported video spendings estimated to
rise to $25bn by 2025.
Aferian's Total Addressable Market
The revenues generated through streaming video over the internet are growing
fast. Digital TV Research predicts the total global market will be worth
$167bn by 2025. A large proportion of this will go to the industry giants like
Amazon, Disney and Netflix, but that leaves significant revenue shared between
the companies that make up Aferian's target market: smaller telecom operators,
streaming services and enterprise video providers.
Research commissioned by Aferian and conducted by Media Asset Capital in
November 2021 found that all Aferian's solutions service a total addressable
market worth over $8.6bn:
Vertical Solution Market Size CAGR
Streaming Devices Amino streaming devices & software $7.5bn 8% CAGR
Video Streaming Platforms 24i end-to-end streaming platform $1.1bn 7% CAGR
10% recurring revenue growth CAGR due to transition from perpetual licenses to
SaaS
2021 Key Performance Indicators
Our six key performance indicators demonstrate continued strategic progress
during 2021 as we work towards our 2025 strategy goals. The Group reported
revenue growth of 12%, with exit run rate ARR up 43%. Adjusted gross profit
margin is consistent with the prior year. The Group also continues to generate
strong operating cash flows. This year we also report for the first time a
net customer revenue retention rate (based on recurring revenue) which
increased 13% because of a very low churn rate and increased upsells to
existing customers during the year.
2021 2020 Change
$m $m %
Total revenue 92.9 82.7 +12%
Software & services revenue 22.4 19.5 +15%
Annual run rate recurring revenue ("ARR") at 30 November 15.2 10.6 +43%
Adjusted gross profit margin % 48% 48% -
Adjusted operating cash flow before tax 16.7 18.2 (8%)
Net customer revenue retention rate on recurring revenue 117% 104% +13bps
Operational review
The Group has two operating companies: 24i and Amino.
24i
24i offers a robust technology platform that streams TV and video programming
to any type of screen. 24i has a 12-year market-leading position and works
with customers like NPO, Telenor, Pure Flix and Broadway HD.
24i continues to focus on building recurring revenues and has reported a
significant year-on-year increase of 61% in exit run rate ARR (29% increase
year-on-year on an organic basis). As previously highlighted, we will continue
to invest in both sales & marketing and in our products to build our sales
pipeline.
We continue to migrate customers to the latest version of our industry-leading
end-to-end streaming platform, which was launched last year. The new platform
enables our customers to get their TV and video content to consumers faster
and more cost-effectively. In December 2021, we unveiled 24i Mod Studio as the
new identity and go to market name for our new platform. The new name and
image are designed to better articulate the flexibility and modularity of the
platform as well as its ability to rapidly meet the end-to-end needs of our
target markets with turnkey solutions. Generally, across our platforms,
customers are now benefiting from the worldwide shift to streaming and
consumer demand for more flexible viewing powered by our platform.
24i continues to grow recurring revenue organically. This is in part a
reflection of low customer churn but also the success that customers enjoy
from using the 24i video streaming platform which has led to increased use of
recurring software licenses. For example, during the period, we have seen
growth in per-subscriber revenues from customers like Delta Fiber in the
Netherlands who have migrated more of their consumer base to the 24i Pay TV
streaming platform from legacy systems.
With other customers, growth has come from use of an increased range of 24i
solutions. For example, the convenience of 24i's cross-platform application
codebase has enabled customers like KPN to upgrade their Smart TV applications
and expand their offering to new devices including Android TV screens.
Likewise, many of our existing customers are using more of 24i's products
(with associated license fees) as they transition away from their legacy,
custom-built applications to using our productized solution instead. We have
also enhanced our content management system to allow customers to manage the
processing of their video files from the same web tool they use to promote
their content and manage their user experience. This helps our customers to
more clearly see the benefits of our end-to-end solution and in turn helps our
sales team to more clearly articulate the benefits of our solutions.
During the year we implemented our video platform for the Canadian Hockey
League, and Cinessance, an SVOD service that launched in November 2021 with
the aim of becoming the 'Netflix of French Film'. The integration of Nordija
was completed in 2021 and 24i enters 2022 with a strong product portfolio,
customer base and pipeline of opportunities with which to continue to grow
recurring revenue.
Amino
Amino seamlessly connects Pay TV to streaming services and provides the
features required in a multiscreen entertainment world. Amino has a 20-year
heritage with customers like PCCW, Cincinnati Bell, T-Mobile NL and Entel.
During the year, Amino grew revenues by 11% to $75.1m and maintained its
strong margins and cash generation. By offering services that converge linear
TV and streaming, Amino delivered several new deployments of its Android TV
platform in the period. These included Go Malta and CableNet in Europe,
Optage in APAC and Conway, Home Telecom and Hay Communications in North
America. These deployments showcase our ability to roll out a next generation
TV experience as operators, such as Disney+, look to combine the best of both
worlds for linear TV and streaming apps.
During the year, Amino completed the implementation of our Android TV platform
and Netflix integration with PCCW in Hong Kong to enable its Now TV video
service. This was done using Amino's Hailstorm Partnership with Netflix. This
partnership cuts the time to integrate Netflix from as long as 12 months to
only a few weeks.
Our leading SaaS device software management, customer support and analytics
solution continued to grow strongly. 29 new customers deployed this solution
in the year and the user base grew by 53% year-on-year. We regard this
solution as a key differentiator in our competitive landscape.
The global component supply chain shortage continues to be a challenge for
businesses globally, though one we are navigating well. This is a market-wide
issue, and the impact of COVID-19 continues to be seen in our supply chain. We
have seen extended lead times and cost increases of key components such as
semi-conductors in the year. Despite these challenges, we shipped
approximately 5% more devices in 2021 compared to 2020. We continue to
actively manage the situation and are working closely both with customers on
longer-term supply arrangements to enhance visibility and with suppliers to
ensure timely deliveries of materials. As we enter 2022, we therefore have
increased visibility of orders.
Environment, Social and Governance ("ESG")
ESG is a focus for the Company, and we set out our policies and goals in
detail in our first ESG report which was published in August 2021 and can be
found on our website. Aferian's approach to ESG uses the Japanese concept of
Ikigai meaning "a reason for being" which refers to having a meaningful
direction or purpose in life, constituting the sense of one's life being made
worthwhile. Using the concepts of Ikigai, we have developed our ESG framework
and aligned our business to some of the United Nations Sustainable Development
Goals. We have continued to make good progress on ESG as our report outlines.
Notable examples of our progress include:
· We are currently reviewing the sustainability of our hardware
supply chain. All of our Tier 1 hardware suppliers operate under our Code of
Conduct, which aligns with the Responsible Business Alliance (RBA) Code of
Conduct and the UN Global Compact. In 2021 we launched a Tier 1 hardware
supplier sustainability audit programme using RBA recognised auditors to
enhance and complement our existing facility audit programmes. Though somewhat
inhibited by COVID restrictions, 66% of supplier facilities were audited to
RBA Validated Assessment Program (VAP) or equivalent by December 2021. 100%
are scheduled to be audited by March 2022.
· The total energy consumed by the Group's offices and computer
servers directly within its control (i.e. Scope 1 Green House Gas emissions)
declined during 2021. Whilst this is primarily due to the impact of COVID
restrictions, we remain focussed on achieving our goal of being carbon neutral
by 2025 and fully throughout our supply chain by 2030.
· We continue to survey employees as part of our Diversity and
Inclusion programme. The results of our latest survey, performed by a third
party, in May 2021 once again showed that employees were engaged, and the
Group scored higher than average on the Diversity and Inclusion index compared
to external benchmarks. Whilst we do not collect or disclose racial or ethnic
group data, our last survey showed that Group's employees represent 35
different nationalities. This year we also launched a project led by our
employees in Brno, Czech Republic, sponsoring women in technology, with the
aim of funding their studies and then employing them via our graduate
recruitment programme.
Current trading & outlook
Overall, the Group traded well during 2021 with both revenue and recurring
revenue up and continued improvement in earnings quality and visibility. In
short, we have more visibility today than ever before as evidenced by our exit
run rate ARR. Having commenced our targeted M&A programme to capitalise
on the convergence of Pay TV and streaming, the integration of Nordija has
been completed, and we continue to evaluate a good pipeline of potential
acquisition opportunities.
We enter 2022 in a solid position as we seek to continue to deliver against
our 2025 strategy. We have increased firepower to pursue targeted
opportunities with a strengthened net cash position at the end of the
financial year, and our new banking facility to draw on. The Board remains
confident in the Group's ability to meet its current full year expectations
and in the Group's future prospects as it executes its strategy and vision to
make it easy for people to connect to the TV and video that they love.
Donald McGarva
Chief Executive Officer
9 February 2022
Chief Financial Officer's review
Overview
The Group's financial results for the year ended 30 November 2021 demonstrate
continued progress against the Group's financial objectives that were set out
a year ago: to grow high margin software & services revenue, with a focus
on recurring revenue.
Total revenue increased by 12% to $92.9m (2020: $82.7m). Excluding the
impact of the Nordija acquisition in May 2021, revenue grew by 9%.
High margin software & services revenue increased by 15% to $22.4m (2020:
$19.5m). Excluding the impact of the Nordija acquisition, software &
services revenue increased by 3%. Software & services adjusted gross
profit represented 41% of total adjusted gross profit in the year, an increase
from 40% in 2020. Adjusted gross margin has remained consistent with the
prior year at 48% (2020: 48%). In addition, the visibility of the Group's
revenues increased as exit run rate Annual Recurring Revenues (ARR) increased
to $15.2m (2020: $10.6m), representing growth of 43%. Excluding the impact
of the Nordija acquisition, exit run rate ARR increased by 23%.
The Group continued to generate strong operating cash flows. Adjusted
operating cash flow before exceptional costs was $16.7m (2020: $18.2m)
representing an adjusted EBITDA cash conversion of 91% (2020: 109%).
Operating cash flow was $14.1m (2020: $16.8m).
The Group had net cash of $14.2m at 30 November 2021 (2020: $9.5m). Since the
year end date, the Group has secured a new banking facility with Barclays Bank
plc, Silicon Valley Bank, and Bank of Ireland. This increased facility of
$50m, split evenly across the new three bank club, also includes a further
$50m available by way of an accordion. The new facility has a three-year
term to 23 December 2024 with options to extend by a further one or two years.
The $15.0m banking facility that existed as at the balance sheet date,
remained undrawn (2020: $nil).
Revenue and adjusted gross profit
2021 2020 Change
$m $m
Software & services
Revenue
Recurring 12.9 10.7 21%
Non-recurring 9.5 8.8 8%
Total revenue 22.4 19.5 15%
Adjusted gross profit 18.4 15.8 16%
Adjusted gross profit margin % 82% 81% 1bps
Devices including integrated software
Revenue
Recurring - - -
Non-recurring 70.5 63.2 12%
Total revenue 70.5 63.2 12%
Adjusted gross profit 26.3 23.9 10%
Adjusted gross profit margin % 37% 38% (1bps)
Total
Revenue
Recurring 12.9 10.7 21%
Non-recurring 80.0 72.0 11%
Total revenue 92.9 82.7 12%
Adjusted gross profit 44.7 39.7 13%
Adjusted gross profit margin % 48% 48% -
Software & services revenue increased by 15% in the past financial year
and grew by 3% excluding the impact of the Nordija acquisition. Software &
services revenues as a proportion of total revenues for the year was steady at
24% (2020: 24%). However, the Group continues to focus on growing recurring
revenues that increased by 21% from $10.7m to $12.9m. Overall, recurring
software & services revenue accounts for 58% of total software &
services revenue (2020: 55%).
At 30 November 2021, exit run rate ARR increased to $15.2m (2020: $10.6m), of
which $2.2m relates to the Nordija acquisition during the year.
The increase in exit run rate ARR provides enhanced revenue visibility as the
Group moves forward. In addition, we report for the first time a net
customer revenue retention rate, based on recurring revenue, for the Group of
117% (2020: 104%). The net revenue retention rate is calculated by reference
to recurring revenue from existing customers, including upsells, less
recurring revenue lost from customer churn during the year. The increase of
13% is due to a very low churn rate combined with increased upsells to
existing customers during the year.
Revenue and adjusted EBITDA
Revenue Adjusted EBITDA
2021 2020 2021 2020
$m $m $m $m
24i 17.8 15.2 1.2 0.5
Amino 75.1 67.5 19.7 18.2
Central costs - - (2.5) (2.0)
Total 92.9 82.7 18.4 16.7
Adjusted EBITDA for the year ended 30 November 2021 was $18.4m (2020: $16.7m).
Adjusted EBITDA is reconciled below, and is calculated as operating profit
before depreciation, interest, tax, amortisation, exceptional items and
employee share-based payment charges. This is consistent with the way the
financial performance of the Group is presented to the Board. The Directors
believe that this provides a more meaningful comparison of how the business is
managed and measured on a day-to-day basis.
24i segment
2021 2020
$m $m
Software & services 17.4 15.2
Devices including integrated software 0.4 -
Revenue 17.8 15.2
Adjusted cost of sales (3.8) (3.3)
Adjusted gross margin 14.0 11.9
Adjusted gross margin % 79% 78%
Adjusted operating costs (12.8) (11.4)
Adjusted EBITDA 1.2 0.5
Adjusted EBITDA % 7% 4%
Capitalised development costs 5.8 3.7
Revenue in the 24i segment increased by 17% to $17.8m (2020: $15.2m).
Excluding the impact of the Nordija acquisition, revenue is broadly in line
with the prior year. This is due to a shift in focus during the year towards
driving recurring software revenue. This change has resulted in the growth of
exit run rate ARR from $6.9m to $11.1m, which represents 61% year-on-year
growth. Excluding the impact of the Nordija acquisition, exit run rate ARR has
grown by 29%. The increased focus on exit run rate ARR aligns with the
Group's software-led strategy.
Amino segment
2021 2020
$m $m
Software and services 5.0 4.3
Devices including integrated software 70.1 63.2
Revenue 75.1 67.5
Adjusted cost of sales (44.4) (39.7)
Adjusted gross margin 30.7 27.8
Adjusted gross margin % 41% 41%
Adjusted operating costs (11.0) (9.6)
Adjusted EBITDA 19.7 18.2
Adjusted EBITDA % 26% 27%
Capitalised development costs 2.3 1.8
Device revenues increased by 11% during the year to $70.1m (2020: $63.2m).
This is a strong performance given the difficulties faced within the supply
chain caused by significantly increased lead times, lack of availability of
components, and scarcity of shipping capacity caused by the COVID-19 pandemic.
The key driver behind the 11% increase in device revenues has come from volume
sales and average selling price, both of which increased by c.5% compared to
2020.
The Group has a core customer base in respect of device revenues, whereby
repeat orders are placed by the same customers over multiple financial years.
Taking the last three financial years, repeat orders from existing customers
over that period has accounted for 94% (2020: 97%) of total device revenue.
It is this loyal customer base, and continued product reliability, that has
helped contribute to the growth in the year.
Central costs
2021 2020
$m $m
Operating costs and adjusted EBITDA (2.5) (2.0)
Central costs comprise the costs of the Board, including executive directors,
as well as costs associated with the Company's listing on the London Stock
Exchange. The increase of $0.5m during the year is in respect of salary
related expenses, including performance related bonuses reflective of the
Group's financial performance for the year.
Adjusted EBITDA
2021 2020
$m $m
Revenue 92.9 82.7
Adjusted cost of sales (48.2) (43.0)
Adjusted gross margin 44.7 39.7
Adjusted gross margin % 48% 48%
Customer support and professional services (6.0) (6.0)
Research and development (5.0) (4.6)
SG&A (15.3) (12.4)
Total adjusted operating expenses (26.3) (23.0)
Adjusted EBITDA 18.4 16.7
Research & development costs
The Group continues to invest in research and in the development of new
products and spent $13.0m on R&D activities (2020: $10.1m) of which
$8.0m was capitalised (2020: $5.5m).
2021 % of revenue 2020 % of revenue
$m $m
Core engineering expenses 11.9 13% 9.1 11%
Product management 0.6 1% 0.6 1%
R&D senior management 0.5 1% 0.4 -
Total research and development expenses 13.0 14% 10.1 12%
Capitalised development costs (8.0) - (5.5) -
Net research and development costs 5.0 - 4.6 -
The Group's spend on core engineering activities has increased by $2.8m in the
year to $11.9m (2020: $9.1m). This includes $0.9m in relation to the Nordija
acquisition in May 2021. The remaining increase of $1.9m reflects a
combination of an increased workforce and salary inflation, the latter being
driven by competitive labour market conditions in which the Group operates, as
well as the Group continuing to invest in software development and related
products. Specifically, the Group has invested in the products that have
been driving ARR such as 24i's video streaming platforms and Amino's SaaS
device management platform, Engage.
Selling, general and administrative (SGA) expenses have increased by $2.9m in
the year to $15.3m (2020: $12.4m). This increase is due to the Nordija
acquisition as well as an increased group bonus pool for employees that is
reflective of the improved financial performance of the Group.
A reconciliation of adjusted EBITDA to operating profit is provided as
follows:
2021 2020
$m $m
Adjusted EBITDA 18.4 16.7
Exceptional items:
· Within cost of sales 0.2 0.9
· Within operating expenses (1.7) (1.4)
Employee share-based payment charge (1.1) (0.7)
Depreciation and amortisation (10.1) (10.4)
Operating profit 5.7 5.1
Exceptional items
Exceptional items within cost of sales in 2021 comprised a $0.2m credit (2020:
$0.9m credit) in respect of royalty costs recognised in prior years which have
subsequently been renegotiated.
Exceptional items included within operating expenses in 2021 comprised:
· $1.0m (2020: $0.2m) one-off costs in respect of acquisitions and
legal costs, which includes cost associated with aborted acquisitions;
· $0.3m (2020: $1.2m) contingent post-acquisition remuneration in
respect of the acquisition of 24i Unit Media BV; and
· $0.4m (2020: $nil) post-acquisition integrations and associated
restructuring costs.
Depreciation and amortisation
Excluding amortisation of intangibles recognised on acquisition, depreciation
and amortisation increased to $6.7m (2020: $6.2m). The increase of $0.5m is
due to higher capitalised development costs during the year.
Amortisation of intangibles recognised on acquisition was $3.5m (2020: $4.2m),
which represents a decrease of $0.7m. The decrease of $0.7m in the year
relates to acquired intangibles from the Entone and Booxmedia acquisitions in
2015 being fully amortised by the end of the prior financial year.
Offsetting this decrease is the amortisation charge of $0.4m relating to the
acquired intangibles from the Nordija acquisition during the current year.
Taxation
The tax credit of $0.5m (2020: $1.7m charge) comprises:
· $2.8m (2020: $1.9m) current tax charge;
· $nil (2020: $0.6m) deferred tax charge relating to a reduction in the
deferred tax asset as a result of tax losses utilised in the year;
· $2.7m credit (2020: $nil) in respect of the recognition of a deferred
tax asset relating to tax losses in 24i; and
· $0.6m (2020: $0.8m) credit relating to the unwind of the deferred tax
liability recognised in respect of the amortisation of intangible assets
recognised on acquisitions.
The reason for the increase in the current tax charge is due to the UK tax
losses being fully utilised at the end of the prior year.
The $2.7m tax credit is in relation to the recognition of a deferred tax asset
for tax losses in 24, which are now considered recognisable (due to changes to
local tax laws in the Netherlands, and updated internal tax compliance
procedures, the Group has further clarification over the availability, and
utilisation) for tax losses that were present at the date of acquisition and
have arisen since acquisition. In 2019 a deferred tax liability was recorded
as part of the acquisition accounting relating to the purchase of 24i and the
Group are now of the opinion that this deferred tax liability should be offset
by this equal and opposite deferred tax asset. Further details are provided
in note 9 to the condensed consolidated financial statements.
Profit after tax was $5.8m (2020: $2.7m).
Cash flow
A reconciliation of adjusted operating cash flow before tax to cash generated
from operations before tax is provided as follows:
2021 2020
$m $m
Adjusted operating cash flow before tax 16.7 18.2
Post-acquisition remuneration in respect of the acquisition of 24i Unit Media (1.3) (1.1)
BV
Post-acquisition integration and associated restructuring costs (0.3) -
Acquisition and one-off legal costs (1.0) (0.3)
Cash generated from operations before tax 14.1 16.8
Adjusted cash flow from operations was $16.7m (2020: $18.2m) and represented
91% of adjusted EBITDA (2020: 109%). The reduction in adjusted cash flow
from operations, and the conversion to adjusted EBITDA, was due to a cash
outflow from working capital of $2.4m (2020: $1.1m cash inflow). Whilst
there has been no underlying change to the Group's debtor profile or cash
generated, navigating the well-known supply chain issues in the year was
challenging and a higher proportion of device shipments were delivered in the
fourth quarter than the previous year. The vast majority of cash due from
those debtors has subsequently been collected in full since the balance sheet
date, in line with normal customer payment terms.
Exceptional cash flows in 2021 comprised the final payment of deferred
consideration in respect of the 24i acquisition from 2019 of $1.3m (2020:
$1.1m). In addition, one-off costs of $1.3m (2020: $0.3m) in relation to
acquisitions in the year, including the aborted acquisition of MobiTV, were
paid by the Group. Including these exceptional cash outflows cash generated
from operations before tax was $14.1m (2020: $16.8m).
During the year the Group spent $0.3m (2020: $0.3m) on capital expenditure in
respect of tangible fixed assets and capitalised $8.0m (2020: $5.5m) of
research and development costs and software licenses. The acquisition of
Nordija included initial cash consideration of $4.7m, net of cash acquired of
$0.3m. In addition, the Group acquired the remaining 8% minority interest in
24i Unit Media B.V group which included cash consideration of $1.2m.
Following the equity placing in May 2021, the Group raised $12.7m, net of
share issue costs. The Group paid dividends of $3.1m (2020: $nil) during the
financial year, relating to FY20 ($2.0m) and FY21 interim ($1.1m).
The Group generated adjusted free cash flow of $3.8m (2020: $9.7m) in the year
and a reconciliation is provided below:
2021 2020
$m $m
Adjusted operating cash flow before tax 16.7 18.2
Corporation tax paid (3.2) (1.4)
Purchases of intangible assets (8.0) (5.5)
Purchase of property, plant and equipment (0.3) (0.3)
Net interest paid (0.1) (0.2)
Lease payments (1.3) (1.1)
Adjusted free cash flow 3.8 9.7
The decrease in the year of $5.9m can be explained by the negative working
capital swing of $3.5m, that has been described above, as well as increased
investment in research and development costs to support ARR growth, and higher
tax payments of $1.8m. The increased tax payments relate to the transition
of the Group's UK trading subsidiary from payments in arrears to quarterly
instalments paid in advance during the 2021 financial year.
Financial position
The cash balance at 30 November 2021 was $14.2m (2020: $9.5m). Since the year
end date, the Group has secured a new banking facility with a consortium of
three banks. This increased facility of $50m also includes a further $50m
available by way of an accordion. The new facility has a three-year term to
23 December 2024 with options to extend by a further one or two years.
The facility that existed as at 30 November 2021 of $15m, remained undrawn.
This facility has subsequently been cancelled and replaced by the new bank
facility described above.
At 30 November 2021 the Group had equity of $104.4m (2020: $88.0m restated)
and net current assets of $9.2m (2020: net current liabilities of $0.5m
restated).
Prior year restatement
During the year the Group identified that the number of shares used in the
calculation of the put option liability at inception, in respect of the 8%
minority shareholders of 24i Unit Media B.V, a subsidiary of the Company, was
incorrect. As a result, the initial recognition of the put option liability
in 2019 was understated by $1.1m with a corresponding entry to equity. There
is no impact on the consolidated income statement or consolidated statement of
cashflows. The comparative year in the consolidated financial statements has
therefore been restated. The impact on the comparative financial information
is summarised in note 13 to the financial statements.
Dividend
Last year the Company announced a new dividend policy, aiming to deliver
returns to shareholders via growth and income, and reflecting the Company's
growth ambitions. This policy of paying between 33-50% of adjusted EPS in
dividend is expected to provide shareholders with a growing income stream
whilst allowing the Company to invest in growth.
In August 2021, the Company paid an interim dividend of 1.0 pence (1.38 US
cents*) per share in respect of the year ended 30 November 2021.
The Board is proposing a final dividend of 2.09 pence (2.87 US cents*) per
share (2020: 1.87 pence). Subject to shareholder approval at the annual
general meeting to be held on 21 March 2022, the dividend will be payable on
22 April 2022, to shareholders on the register on 8 April 2022, with a
corresponding ex-dividend date of 7 April 2022. If approved, this would
represent a total dividend for the year of 3.09 pence (4.25 US cents*) per
share (2020: 1.87 pence).
*£1: $1.37528
Mark Carlisle
Chief Financial Officer
9 February 2022
Aferian plc
Consolidated income statement
For the year ended 30 November 2021
Notes Year to 30 November 2021 Year to 30 November 2020
$000s
$000s
Revenue 3 92,890 82,704
Cost of sales
(47,996)
(42,043)
Gross profit 44,894 40,661
Operating expenses (39,234) (35,546)
Operating profit 5,660 5,115
Adjusted operating profit 11,759 10,482
Share-based payment charge 4 (1,079) (681)
Exceptional items
(1,505)
(503)
Amortisation of acquired intangible assets
(3,515)
(4,183)
Operating profit 5,660 5,115
Finance expense (688) (748)
Finance income
290
44
Net finance expense (398) (704)
Profit before tax 5,262 4,411
Tax credit / (charge) 494 (1,748)
Profit after tax 5,756 2,663
Profit for the year from continuing operations attributable to equity holders 6,044 3,087
Non-controlling interest (288) (424)
Profit for the year 5,756 2,663
Earnings per share 5
Basic earnings per 1p ordinary share 7.52c 4.06c
Diluted earnings per 1p ordinary share 5 7.37c 3.98c
All amounts relate to continuing activities.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Aferian plc
Consolidated statement of comprehensive income
For the year ended 30 November 2021
Notes Year to 30 November 2021 Year to 30 November 2020
$000s
$000s
Profit for the financial year 5,756 2,663
Items that may be reclassified subsequently to profit or loss:
Net foreign exchange (loss)/gain arising on consolidation (3,112) 3,206
Other comprehensive (expense) / income (3,112) 3,206
Total comprehensive income for the year 2,644 5,869
Non-controlling interest 288 403
Total comprehensive income for the financial year attributable to equity 2,932 6,272
holders
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Aferian plc
Consolidated statement of financial position as at 30 November 2021
Assets Notes As at 30 November 2021 As at 30 November 2020 Restated As at 30 November 2019 Restated
$000s (see note 34) (see note 34)
$000s
$000s
Non-current assets 7 630 510 395
1,910
2,634
-
Property, plant and equipment
96,234
92,067
91,919
Right of use assets
-
-
637
Intangible assets
235
215
430
Deferred tax assets
Trade and other receivables
99,009 95,426 93,381
Current assets 7 2,557 2,956 2,399
21,936
14,422
16,483
Inventories
113
242
8
Trade and other receivables
14,182
9,476
8,612
Corporation tax receivable
Cash and cash equivalents
38,788 27,096 27,502
Total assets 137,797 122,522 120,883
Capital and reserves attributable to equity holders of the Company 11 1,484 1,367 1,367
11
39,249
35,907
35,907
Called-up share capital
12
12
12
Share premium
(3,388)
(276)
(3,461)
Capital redemption reserve
11
42,750
30,122
30,122
Foreign exchange reserve
8
-
(2,794)
(2,794)
Merger reserve
24,249
23,475
19,790
Other reserve
Retained earnings
Equity attributable to owners of the parent 104,356 87,813 80,943
Non-controlling interest - 195 598
Total equity 104,356 88,008 81,541
Liabilities 8
Current liabilities
27,777 24,861 21,800
Trade and other payables
966
1,187
-
Lease liabilities
774
1,461
684
Corporation tax payable
35
130
7,314
Loans and borrowings
29,552 27,639 29,798
Non-current liabilities 8 677 176 3,829
1,002
1,524
-
Trade and other payables 9
1,163
1,227
1,298
Lease liabilities
1,047
3,948
4,417
Provisions
Deferred tax liabilities
3,889 6,875 9,544
Total liabilities 33,441 34,514 39,342
Total equity and liabilities 137,797 122,522 120,883
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Aferian plc
Consolidated statement of cash flows
For the year ended 30 November 2021
Notes Year to 30 November 2021 Year to 30 November 2020
$000s
$000s
Cash flows from operating activities
Cash generated from operations 14,113 16,835
Corporation tax paid
(3,241)
(1,420)
Net cash generated from operating activities 10,872 15,415
Cash flows from investing activities 10 (8,035) (5,493)
(329)
(345)
Purchases of intangible assets
-
44
Purchases of property, plant and equipment
(1,180)
-
Interest received
(4,749)
(160)
Purchase of non-controlling interest
Acquisition of subsidiaries net of cash acquired
Net cash used in investing activities (14,293) (5,954)
Cash flows from financing activities
Proceeds from exercise of employee share options 11 206 26
Proceeds from issue of new shares
12,723
-
Lease payments
6
(1,341)
(1,146)
Dividends paid
(3,118)
-
Interest paid
(131)
(244)
Repayment of borrowings
(6,887)
(7,236)
Proceeds borrowings
6,887
-
Net cash generated from / (used in) financing activities 8,339 (8,600)
Net increase in cash and cash equivalents 4,918 861
Cash and cash equivalents at beginning of year
9,476
8,612
Effects of exchange rate fluctuations on cash held
(212)
3
Cash and cash equivalents at end of year 14,182 9,476
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Aferian plc
Consolidated statement of changes in equity
For the year ended 30 November 2021
Notes Share Share premium $000s Merger reserve $000s Other Foreign Capital redemption Profit Total attributable Non-controlling interest Total
capital
reserve
exchange reserve
reserve
and loss
to owners of parent
$000s
Equity
$000s
$000s
$000s
$000s
$000s
$000s
$000s
Shareholders' equity at 30 November 2019 (previously reported) 1,367 35,907 30,122 (1,750) (3,461) 12 19,790 81,987 598 82,585
Prior year adjustment 13 - - - (1,044) - - - (1,044) - (1,044)
Shareholders' equity at 30 November 2019 (restated) 1,367 35,907 30,122 (2,794) (3,461) 12 19,790 80,943 598 81,541
Profit for the year - - - - - - 3,087 3,087 (424) 2,663
Other comprehensive expense
-
-
-
-
3,185
-
-
3,185
21
3,206
Total comprehensive income for the year attributable to equity holders - - - - 3,185 - 3,087 6,272 (403) 5,869
Share based payment charge - - - - - - 572 572 - 572
Exercise of employee share options
-
-
-
-
-
-
26
26
-
26
Total transactions with owners - - - - - - 598 598 - 598
Total movement in shareholders' equity - - - - 3,185 - 3,685 6,870 (403) 6,467
Shareholders' equity at 30 November 2020 (restated) 1,367 35,907 30,122 (2,794) (276) 12 23,475 87,813 195 88,008
Profit for the year - - - - - - 6,044 6,044 (288) 5,756
Other comprehensive expense
-
-
-
-
(3,112)
-
-
(3,112)
-
(3,112)
Total comprehensive income for the year attributable to equity holders - - - - (3,112) - 6,044 2,932 (288) 2,644
Share based payment charge 6 - - - - - - 529 529 - 529
Exercise of employee share options
8
-
-
-
-
-
206
206
-
206
Dividends paid
-
-
-
-
-
-
(3,118)
(3,118)
-
(3,118)
Transfer of non-controlling interest & put option reserve on acquisition
10
-
-
-
2,794
-
-
(2,887)
(93)
93
-
Issue of share capital, net of issue costs
-
3,342
12,628
-
-
-
-
16,087
-
16,087
117
Total transactions with owners 117 3,342 12,628 2,794 - - (5,270) 13,611 93 13,704
Total movement in shareholders' equity 117 3,342 12,628 2,794 (3,112) - 774 16,543 (195) 16,348
Shareholders' equity at 30 November 2021 1,484 39,249 42,750 - (3,388) 12 24,249 104,356 - 104,356
The accompanying notes are an integral part of these condensed consolidated
financial statements
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
1 Basis of preparation
The financial information set out in this document does not constitute the
Group's Annual Report (which includes the statutory financial statements) for
the years ended 30 November 2021 or 2020. The Annual Report (which includes
the statutory financial statements) for the years ended 30 November 2020
("2020") and 30 November 2021 ("2021"), which were approved by the directors
on 9 February 2022, have been reported on by the Independent Auditors. The
Independent Auditors' Reports on the statutory financial statements for each
of 2020 and 2021 were unqualified, did not draw attention to any matters by
way of emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.
The Group's Annual Report (which includes the statutory financial statements)
for the year ended 30 November 2020 have been filed with the Registrar of
Companies. The Annual Report (which includes the statutory financial
statements) for the year ended 30 November 2021 will be delivered to the
Registrar in due course and will be available from the Parent Company's
registered office at Botanic House, 100 Hills Road, Cambridge, England, CB2
1PH and from the Company's website https://aferian.com/investors/
(https://aferian.com/investors/) .
The financial information set out in these results has been prepared using the
recognition and measurement principles of International Accounting Standards,
International Financial Reporting Standards and Interpretations in conformity
with the requirements of the Companies Act 2006. The accounting policies
adopted in these results have been consistently applied to all the years
presented and are consistent with the policies used in the preparation of the
financial statements for the year ended 30 November 2020, except for those
that relate to new standards and interpretations effective for the first time
for periods beginning on (or after) 1 January 2020. There are deemed to be
no new standards, amendments and interpretations to existing standards, which
have been adopted by the Group that have had a material impact on the
financial statements.
2 Going Concern
The consolidated financial statements have been prepared on a going concern
basis. The ability of the Group to continue as a going concern is contingent
of the ongoing working capital facilities and wider viability of the Group.
The Group meets its day-to-day working capital requirements through its cash
balances, working capital facilities and wider capital management.
The COVID-19 pandemic continues to impact the Group's supply chain operations,
as well as employees throughout the Group having to continue to work remotely
from home. From the outset, the Group implemented efficient and appropriate
measures to limit the impact of COVID-19 on the results of the business and
its future operations, and the Directors believe that the business continues
to be able to navigate through the impact of COVID-19 due to the strength of
its customer proposition, its balance sheet, its cash position and its
available working capital. Where required, those measures are still in place
today as the Group follows the relevant guidance set by authorities in the
locations in which we operate.
The Group had cash resources of $14.2m as at 30 November 2021 (2020: $9.5m)
and a multicurrency working capital facility of $15.0m, of which $nil was
drawn at 30 November 2021 (2020: $nil). Subsequent to the balance sheet
date, the Group replaced this facility with a new, increased facility of
$50.0m with a further $50.0m available to be drawn under an accordion
commitment for specific working capital events. The new facility expires on
23 December 2024 with options to extend by a further one or two years. The
Group had net current assets of $9.2m as at 30 November 2021 (2020: net
current liabilities of $0.5m restated).
Aferian plc
Notes to the condensed consolidated financial statements (continued)
For the year ended 30 November 2021
2 Going Concern (continued)
The current global economic conditions continue to create uncertainty, and
specific to the Group, recognising the strength and flexibility of the Group's
software-led strategy, there are potential risks that the Group will be
impacted by decisions further up its supply chain. This could lead to delays
in contract negotiations and deferring or cancelling of anticipated sales, and
those sales and settlement of existing debts are impacted too. The Group has
a solid order book in respect of committed backlog device orders to be
delivered over the next 12 months, and together with the growth in exit run
rate ARR at 30 November 2021, this provides enhanced visibility to future
revenue forecasts and cash flows. In respect of this going concern
assessment, the Directors have considered a number of scenarios, taking
account of possible further impact from the pandemic on the business, as noted
above. However, even in the material downside scenario, the Directors are
satisfied that the Group has sufficient cash resources over the period and
will be able to operate within its existing working capital facilities and
meet its liabilities as they fall due. On that basis, the Directors
therefore continue to adopt the going concern basis when preparing its
consolidated financial statements.
3 Geographical external customer revenue analysis
For this disclosure revenue is determined by the location of the customer.
Year to 30 November 2021 Year to 30 November 2020
Amino 24i Total Amino 24i Total
$000s
$000s
$000s
$000s
$000s
$000s
USA 34,584 5,225 39,809 25,724 5,228 30,952
Latin America 8,117 987 9,104 10,784 346 11,130
Netherlands 21,167 6,879 28,046 18,245 6,292 24,537
Rest of EMEA 8,433 4,707 13,140 10,834 3,219 14,053
EMEA 29,600 11,586 41,186 29,079 9,511 38,590
Rest of the World 2,791 - 2,791 1,898 134 2,032
75,092 17,798 92,890 67,485 15,219 82,704
4 Exceptional items
Exceptional items within cost of sales and operating costs comprise the
following charges/(credits):
Year to Year to
30 November 2021
30 November 2020
$000s
$000s
Credit relating to royalty costs recognised in prior years and subsequently (163) (917)
renegotiated
Subtotal cost of sales (163) (917)
Expensed contingent post-acquisition remuneration in respect of the
acquisition of 24i Unit Media BV.
Redundancy and associated costs 347 1,164
Acquisition and one-off legal costs
304
-
Aborted acquisition costs
638
256
379
-
Subtotal operating expenses 1,668 1,420
Total exceptional items 1,505 503
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
4 Exceptional items (continued)
Exceptional items within net finance expense comprise the following
charges/(credits):
Year to Year to
30 November 2021
30 November 2020
$000s
$000s
Credit in relation to movement in contingent consideration (179) -
Subtotal finance income (179) -
Unwinding discount on put option liability regarding non-controlling interest
of the 24i Group
Unwinding discount on deferred consideration regarding Nordija acquisition 532 -
79
-
Subtotal finance expense 611 -
Total exceptional items 432 -
5 Earnings per share
Year to Year to
30 November 2021
30 November 2020
$000s
$000s
Profit attributable to ordinary shareholders 6,044 3,087
Exceptional items (see note 6) 1,505 503
Share-based payment charges
1,079
681
Finance income (see note 6)
(179)
-
Finance expense (see note 6)
611
-
Amortisation of acquired intangible assets
3,515
4,183
Deferred tax credit on acquired intangibles (see note 9)
(646)
(797)
Deferred tax credit on tax losses recognised (see note 9)
(2,721)
-
Profit attributable to ordinary shareholders excluding exceptional items, 9,208 7,657
share-based payments and amortisation of acquired intangibles and associated
taxation
Weighted average number of shares (Basic) 80,385,687 76,037,936
Dilutive share options outstanding 1,613,485 1,608,172
Weighted average number of shares (Diluted) 81,999,172 77,646,108
Basic earnings per ordinary share of 1p 7.52c 4.06c
Diluted earnings per ordinary share of 1p 7.37c 3.98c
Adjusted basic earnings per ordinary share of 1p 11.45c 10.07c
Adjusted diluted earnings per ordinary share of 1p 11.23c 9.86c
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
5 Earnings per share (continued)
The calculation of basic earnings per share is based on profit after taxation
and the weighted average of ordinary shares of 1p each in issue during the
year. The Company holds 1,531,458 (2020: 2,021,058) of its own shares in
treasury and these are excluded from the weighted average above. The basic
weighted average number of shares also excludes 242 (2020: 242) being the
weighted average shares held by the EBT in the year.
The number of dilutive share options above represents the share options where
the market price is greater than the exercise price of the Company's ordinary
shares.
6 Dividends
Year to Year to
30 November 2021
30 November 2020
$000s
$000s
Final dividend for the year ended 30 November 2020 of 1.87p 1,968 -
(2020: nil for year ended 30 November 2019) per share
1,150 -
Interim dividend for the year ended 30 November 2021 of 1.0p (2020: nil) per
share
3,118 -
The Board of directors has proposed a final dividend of $2,410,000 for the
current financial year (2020: $1,970,000). This equates to 2.09 pence per
share, bringing the total for 2021 to 3.09 pence per share (2020: 1.87 pence).
The proposed final dividend is subject to approval by shareholders at the
Annual General Meeting ("AGM") and has not been included as a liability in
these financial statements.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
7 Trade and other receivables
As at As at
30 November 2021
30 November 2020
$000s
$000s
Current assets:
Trade receivables 19,575 12,224
Less: provision against trade receivables
(306) (367)
Trade receivables (net) 19,269 11,857
Contract assets
1,527
1,418
Total financial assets other than cash and cash equivalents classified as 20,796 13,275
amortised cost
Other receivables 601 364
Prepayments
539
763
Total trade and other receivables 21,936 14,422
Corporation tax receivable 113 242
Current assets: due within one year 22,049 14,664
Non-current assets:
Other receivables 235 215
Other receivables due in more than one year comprise rent deposits. The
carrying value of trade and other receivables classified at amortised cost
approximates fair value. The Group does not hold any collateral as security.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
8 Trade and other payables
As at As at
30 November 2021
30 November 2020
$000s
Restated
$000s
Current liabilities
Trade payables 14,420 11,283
Other payables
233
76
Accruals
7,909
6,149
Deferred consideration
-
167
Deferred post-acquisition remuneration
-
770
Total current financial liabilities, excluding loans and borrowings, 22,562 18,445
classified as financial liabilities measured at amortised cost
Contingent consideration
24i founders put option 1,117 575
-
3,356
Total current financial liabilities measured at fair value 1,117 3,931
Social security and other taxes
Contract liabilities
1,837 874
2,261
1,611
Total trade and other payables 27,777 24,861
Lease liabilities 966 1,187
Corporation tax payable
774
1,461
29,517 27,509
Non-current liabilities
Other payables 677 176
Lease liabilities
1,002
1,524
1,679 1,700
The carrying value of trade and other payables classified as financial
liabilities measured at amortised cost approximates fair value.
The 24i founders put option liability is in respect of the non-controlling
interest following the acquisition of 24i Unit Media BV in July 2019. The put
option was settled in August 2021 completed via the payment of $1.2m cash and
$2.7m through the issue of 1,320,042 new Ordinary shares of 1p each in the
Company at a price of £1.4969 per Ordinary share (see note 11). Following the
acquisition of the remaining 8% the non-controlling interest reserve balance
of $93,000 and the put option reserve of $2,794,000 was transferred through
equity to the Group profit and loss reserve.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
9 Deferred tax
Deferred tax asset
The Group had recognised deferred tax assets as follows:
Tax effect of temporary differences because of: Tax losses carried forwards Equity settled share options Total
$000s
$000s
$000s
At 30 November 2019 481 156 637
Charged to the income statement
(488)
(159)
(647)
Foreign exchange adjustment
7
3
10
At 30 November 2020 - - -
Charged to the income statement
-
-
-
Foreign exchange adjustment
-
-
-
At 30 November 2021 - - -
The Group had potential unrecognised deferred tax assets as follows:
As at 30 November 2021 As at 30 November 2020
$000s
$000s
Tax effect of temporary differences because of: 33 31
Differences between capital allowances and depreciation
909
2,279
Tax losses carried forward
50
21
Equity-settled share options
14
1
Other short term temporary differences
1,006 2,332
Factors that may affect the future tax charge
The directors recognise a deferred tax asset in respect of taxable losses
based on their expectation of the Group generating taxable profits in the next
12 months. No deferred tax asset is recognised on a further $4.2m of other
trading losses (2020: $10.5m).
During the year, the Group used $0.2m of tax losses (2020: $2.6m) that were
previously unrecognised.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
9 Deferred tax (continued)
Deferred tax liability
The Group also had recognised deferred tax liabilities, net of deferred tax
assets, due to the tax effect of temporary differences because of the
acquisition of subsidiaries as follows:
As at 30 November 2021 As at 30 November 2020
Deferred tax liability Amount recognised Amount unrecognised Amount recognised Amount unrecognised
Restated
$000s $000s
$000s
$000s
At 1 December 3,948 - 4,417 -
Recognised in the income statement (3,296) - (797) -
Acquisition of subsidiary (see note 10)
662
-
-
-
Foreign exchange adjustment
(267)
-
328
-
At 30 November 1,047 - 3,948 -
The amount recognised in the income statement was a credit of $3.3m (2020:
credit of $0.8m). This includes $2.7m (2020: $nil) in respect of tax losses
that have arisen in 24i Unit Media BV, a subsidiary undertaking. This is in
relation to the recognition of tax losses in 24i, which are now considered
recognisable (due to changes to local tax laws in the Netherlands and updated
internal tax compliance procedures giving the Group enhanced visibility over
their availability and utilisation) for tax losses that were present at the
date of acquisition in 2019 and have arisen since acquisition. In 2019 a
deferred tax liability was recorded as part of the acquisition accounting
relating to the purchase of 24i and the Group are now of the opinion that this
deferred tax liability should be offset by this equal and opposite deferred
tax asset. This is because it is now considered likely that the intangible
assets recorded at the acquisition date will give rise to taxable profits,
such that the accumulated tax losses held by 24i at the time of acquisition
can now be utilised.
The $0.7m recognised on the acquisition of Nordija relates to fair value
adjustment in relation to acquired intangibles as well as local deferred tax
liabilities in relation to temporary timing differences net of recognised
losses carried forward.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
10 Acquisition of subsidiary
On 27 May 2021 the Group acquired 100% of the issued share capital of Nordija
A/S, a Danish incorporated entity whose principal activities are as a
streaming and Pay TV platform specialist, for €5.2m ($6.3m).
Nordija was acquired to enhance and scale the Group's end-to-end video
streaming portfolio. Nordija brings high quality customers to the Group and
its strong TV as a Service platform software, an expert team and deep
experience with a wide ecosystem of technology partners and customers. The
acquisition was completed in Euros.
The preliminary amounts recognised in respect of the identifiable assets
acquired and liabilities assumed are set out in the table below.
Fair value
Book value adjustment Fair value
$000
$000
$000
Identifiable intangible assets 2,523 1,865 4,388
Right of use assets 468 - 468
Property, plant and equipment 115 - 115
Non-current trade and other receivables 41 - 41
Current assets
· Current trade and other receivables 787 (90) 697
· Cash and cash equivalents 269 - 269
Liabilities
· Current trade and other payables (1,781) (66) (1,847)
· Lease liability (468) - (468)
· Deferred tax liability (252) (410) (662)
Total identifiable assets and liabilities 1,702 1,299 3,001
Goodwill 3,340
Total consideration 6,341
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
10 Acquisition of subsidiary (continued)
Satisfied by: Fair value
$000
Initial consideration:
· Cash 5,018
· Equity instruments (315,511 ordinary shares of 659
Aferian plc)
Contingent consideration:
· Cash 144
· Equity instruments (292,030 ordinary shares of 610
Aferian plc)
Total consideration before discounting 6,431
Fair value adjustment in relation to discounting contingent consideration (89)
Total consideration transferred 6,342
Net cash outflow arising on acquisition
Cash consideration 5,018
Less: cash and cash equivalent balances acquired (269)
Net cash outflow on acquisition 4,749
The estimated fair value of the financial assets includes trade receivables
with a fair value of $0.5m and a gross contractual value of $0.6m. The best
estimate at acquisition date of the contract cash flows not to be collected is
$0.1m.
Goodwill of $3.3m arising from the acquisition consists of expected growth in
the sale of online video apps and solutions. None of the goodwill is
expected to be deductible for income tax purposes.
The initial shares consideration of €0.5m ($0.7m) was based on the volume
weighted average share price for the 20 trading days prior to the
acquisition. The shares were issued on 2 June 2021. Total consideration
transferred includes €0.6m ($0.7m) of contingent consideration. Included
in this amount is €0.1m ($0.1m) of contingent cash. The remaining balance
of €0.5m ($0.6m) is payable through the issue of ordinary shares of Aferian
plc. The contingent consideration payment is dependent upon Nordija
achieving certain milestones in respect of an existing customer contract.
The contingent consideration is expected to be settled within 12 months of the
acquisition date and has been recognised as a liability in the consolidated
statement of financial position.
The costs of the acquisition were $0.4m. Nordija contributed $2.8m revenue
and $1.0m profit to the Group's adjusted operating profit for the period
between date of acquisition and the balance sheet date. If the acquisition of
Nordija had been completed on the first day of the financial period, Group
revenues for the year would have been $94.3m and Group adjusted operating
profit would have been $11.5m.
The directors have not completed, to date, a full valuation of the fair value
attributable to certain customer assets acquired in the transaction and this
is currently being evaluated.
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
11 Share capital
As at As at
30 November 2021
30 November 2020
$000s $000s
Allotted, called up and fully paid 1,484 1,367
86,419,410 (2020: 78,069,571) Ordinary shares of 1p each
In May 2021 the Company conducted a non-pre-emptive placing of 6,714,286 new
ordinary shares at £1.40 per share generating gross proceeds of $13,332,000
(£9,400,000). The placing was undertaken using a cashbox structure. As a
result, the Company was able to take relief under section 610 of the Companies
Act 2006 from crediting share premium and instead transfer the net proceeds in
excess of the nominal value to the merger reserve. Advisors' fees of $609,000
have been netted off against the gross proceeds. Net proceeds received by the
Group was thus $12,723,000.
Reconciliation of movement in number of Ordinary shares of 1p each during the
year
Ordinary shares of 1p each Treasury shares Shares with voting rights
At 1 December 2020 78,069,571 (2,021,058) 76,048,513
Placing of shares
6,714,286
-
6,714,286
Acquisition of Nordija (see note 9)
315,511
-
315,511
Settlement of 24i founders put option (see note 8)
1,320,042
-
1,320,042
Exercise of share based payments
-
489,600
489,600
At 30 November 2021 86,419,410 (1,531,458) 84,887,952
Analysis of movement in issued Ordinary shares of 1p each during the year
Ordinary shares Ordinary shares
Number Nominal value Share premium Merger reserve
$000s
$000s
$000s
Placing of shares 6,714,286 95 - 12,628
Acquisition of Nordija (see note 10) 315,511 4 641 -
Settlement of 24i founders put option (see note 8) 1,320,042 18 2,701 -
Total 8,349,839 117 3,342 12,628
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
12 Cash generated from operations
Cash generated from operations Year to Year to
30 November 2021
30 November 2020
$000s
$000s
Profit for the year 5,756 2,663
Tax (credit)/charge
(494)
1,748
Net finance costs
398
704
Amortisation charge
8,582
8,974
Depreciation charge
1,611
1,398
Loss on disposal of property, plant and equipment
9
7
Share based payment charge
1,079
681
Small lease payments
-
(36)
Exchange differences
(249)
(450)
Decrease/(increase) in inventories
399
(557)
(Increase)/decrease in trade and other receivables
(6,795)
2,275
Decrease in provisions
(64)
(72)
Increase/(decrease) in trade and other payables
3,881
(500)
Cash generated from operations 14,113 16,835
Adjusted operating cash flow before exceptional cash outflows was $16,672,000
(2020: $18,164,000).
Year to Year to
30 November 2021
30 November 2020
$000s $000s
Adjusted operating cashflow 16,672 18,164
Post-acquisition remuneration in respect of the acquisition of 24i Unit Media
(1,270)
(1,073)
BV
Redundancy and associated costs
(304)
-
Acquisition and one-off legal costs
(606)
(256)
Aborted acquisition costs
(379)
-
Cash generated from operations 14,113 16,835
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
13 Prior year restatement
On 12 July 2019, the Group entered into a put option agreement with regards to
the remaining shares not held by the Group in 24i Unit Media BV.
The option was valued at $1,750,000 on initial recognition. However during
the year it has been identified that the number of shares used in the
calculation was understated. The put option liability should have been valued
at $2,794,000 on initial recognition. In addition, the finance charge since
inception should have been higher due to this error. A summary of the impact
on the financial statements is as follows:
· An increase of $1,044,000 to trade and other payables and an
increase of $1,044,000 to other reserves within equity as at 30 November 2020
and as at 30 November 2019. This impact has been treated as a restatement and
reflected in the statement of financial position as shown below.
· The increased finance expense from initial recognition to 30
November 2020 of $218,000 was deemed to be immaterial therefore no restatement
has occurred with the expense included within the 2021 consolidated income
statement.
The Consolidated statement of financial position and Consolidated statement of
changes in equity have been restated to reflect the above. There was no
impact on the Consolidated income statement or the Consolidated statement of
cash flows.
Impact on the consolidated statement of financial position:
As at As at
30 November 2020
30 November 2019
$000s
$000s
Current Liabilities: Trade and other payables (as previously reported) 23,817 21,800
24i founders put option - prior year adjustment
1,044
-
Current Liabilities: Trade and other payables (restated) 24,861 21,800
Non-current Liabilities: Trade and other payables (as previously reported) 176 2,785
24i founders put option - prior year adjustment
-
1,044
Non-current Liabilities: Trade and other payables (restated) 176 3,829
Total equity (as previously reported) 89,052 82,585
Impact of the adjustments set out above
(1,044)
(1,044)
Total equity (restated) 88,008 81,541
Impact on the consolidated statement of changes in equity:
As at As at
30 November 2020
30 November 2019
$000s
$000s
Put option reserve (as previously reported) (1,750) (1,750)
24i founders put option - prior year adjustment
(1,044)
(1,044)
Put option reserve (restated) (2,794) (2,794)
Total attributable to owners of parent (as previously reported) 88,857 81,987
24i founders put option - prior year adjustment
(1,044)
(1,044)
Non-current Liabilities: Trade and other payables (restated) 87,813 80,943
Total equity (as previously reported) 89,052 82,585
Impact of the adjustments set out above
(1,044)
(1,044)
Total equity (restated) 88,008 81,541
Aferian plc
Notes to the condensed consolidated financial statements
For the year ended 30 November 2021
14 Cautionary Statement
This document contains certain forward-looking statements relating to Aferian
plc (the "Group"). The Group considers any statements that are not historical
facts as "forward-looking statements". They relate to events and trends that
are subject to risk and uncertainty that may cause actual results and the
financial performance of the Group to differ materially from those contained
in any forward-looking statement. These statements are made by the Directors
in good faith based on information available to them and such statements
should be treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying any such forward-looking
information.
15 AGM / Annual Report
Pursuant to AIM Rule 20, the Annual Report and Accounts for the financial year
ended 30 November 2021 ("Annual Report") is available to view on the Group's
website: www.aferian.com (www.aferian.com) and will be posted to shareholders
shortly. Aferian will hold its AGM on 21 March 2022.
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