REG - Arcontech Group PLC - Final Results
12/09/2022 07:00
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RNS Number : 0207Z Arcontech Group PLC 12 September 2022
ARCONTECH GROUP PLC
("Arcontech", the "Company" or the "Group")
Final Results for the year ended 30 June 2022
Arcontech (AIM: ARC), the provider of products and services for real-time
financial market data processing and trading, is pleased to announce its final
audited results for the year ended 30 June 2022.
Financial Highlights:
· Turnover was £2,757,795 (2021: £2,988,842)
· Profit before tax was £758,573 (2021: £1,036,314)
· Cash balances up 11.7% to £6,026,468 as at 30 June 2022
(30 June 2021: £5,395,457)
· Fully diluted earnings per share of 4.56p (2021:
7.79p)
· Final dividend increased 18.2% to 3.25 pence per share
(2021: 2.75 pence per share)
Operational Highlights:
· Turnover and profit impacted by earlier announced contract
losses
· Continued investment in sales and new product development
· Greater level of engagement from both existing customers
and new prospects
· Sales team has built a strong pipeline of near and mid-term
prospects
· Continued cash generation and robust balance sheet and high
proportion of recurring revenue
Commenting on the results, Geoff Wicks, Chairman and Non-Executive Director of
Arcontech said:
"Several years of inactivity at many of our clients and prospects has created
pent up demand which is demonstrated by our robust pipeline. Although
conditions remain uncertain, as economies globally face well documented
challenges, we are confident that we can convert some of the current interest
to orders and start to build back the revenue we lost during the
pandemic".
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.
Enquiries:
Arcontech Group plc 020 7256 2300
Geoff Wicks, Chairman and Non-Executive Director
Matthew Jeffs, Chief Executive
finnCap Ltd (Nomad & Broker) 020 7220 0500
Carl Holmes/Tim Harper
Harriet Ward - ECM
To access more information on the Group please visit: www.arcontech.com
(http://www.arcontech.com)
Chairman's Statement
The market for our products continued to experience challenges through
2021/2022. Customers generally were streamlining operations to manage costs
and we have done well to maintain most of our customer base. As previously
reported we lost two customers and this impacted the second half of the year
and will have an impact on our results for 2022/2023 as well. However, we have
closed some new sales towards the end of last year and we are well placed to
make up some of the lost revenue during the current year.
Turnover was £2,757,795 (2021: £2,988,842) down by £231,047 on last year as
a result of the customer losses. Profit before taxation was £758,573 (2021:
£1,036,314) reflecting the lower second half revenue. Over 90% of our revenue
is recurring and average contract periods have increased over the last year so
while revenue has reduced, it has increased in resilience and quality.
Statutory earnings per share for the year to 30 June 2022 were 4.57p (2021:
7.88p).
Through the pandemic it was difficult to visit our customer base in the UK and
internationally with many of our usual contacts working from home. Budgets
were tightly controlled across the board with new projects put on hold and
some consolidation taking place. While this has impacted our business we
remain in good shape, with a strong balance sheet, and able to take advantage
of opportunities as the market improves.
We have used this period to strengthen our sales and marketing team and have
worked hard to maintain a high level of customer support. Our product line has
been upgraded and work is continuing on additions to products with some
early-stage work on extensions to our product range for new areas of the
market.
Our recurring revenue base enables us to have confidence to continue with our
strategy to grow our core business and to expand into new market areas. We
have made good progress with a number of prospective customers over the year
but recognise that lead times are longer than before the pandemic. In recent
months we have seen signs of improvement in the market with new projects being
discussed with existing customers and prospective new customers.
Financing
Cash balances were £6,026,469 (2021: £5,395,457) at the period end, an
increase of 11.7%. This strong balance sheet allows the Company to invest in
both organic growth and to identify complementary acquisitions.
Dividend
I am pleased to announce that subject to approval at the Annual General
Meeting we intend to pay a dividend of 3.25p per share for the year ended 30
June 2022 (2021: 2.75 pence) an increase of 18.2%, to those shareholders on
the register as at the close of business on 30 September 2022 with a dividend
payment date of 24 October 2022.
Employees
Through the difficult period of the pandemic, we have retained most of our
staff and where necessary we have been able to replace leavers with candidates
of a high calibre. Staff are back in the office for most of the week but we
continue to operate a hybrid working environment to allow greater flexibility.
Outlook
Several years of inactivity at many of our clients and prospects has created
pent up demand which is demonstrated by our robust pipeline. Although
conditions remain uncertain, as economies globally face well documented
challenges, we are confident that we can convert some of the current interest
to orders and start to build back the revenue we lost during the pandemic.
Geoff Wicks
Chairman and Non-Executive Director
Chief Executive's Review
The 2021/22 financial year was challenging reflecting the impact Covid had on
our customer landscape and we performed well to deliver revenues and profit
before tax in line with market expectations.
Our pipeline is growing and prospects along with existing clients are
beginning to engage. We have also managed to extend the length of contracts
with some of our larger clients to multi-year terms, reflecting their
confidence and satisfaction in our products and service.
The year has further seen us continue to improve and build out our software
solutions to meet client needs and to differentiate us from the competition.
Our tick history server, which is a development of our desktop product, is
close to being ready for alpha testing as is our permissioning system. The
tick history server which stores pricing data so that it can be used for other
purposes, will allow us to address new markets, currently occupied by two
dominant providers, whilst our permissioning system which ensures users only
receive data they are licensed for allows us to replace incumbent platforms
wholesale whilst targeting a wider range of prospects.
At the request of a client we have also built additional feed handlers to
enable direct delivery of data by content creators, in this instance, for two
of the largest inter-dealer brokers. These are currently in User Acceptance
Testing at the client and add to the direct feeds we will be able to integrate
to all clients. This is a good example of how closely we work with our clients
and highlights the bespoke service we are able to provide.
The website and marketing materials have also been refreshed to better reflect
what we do. This is a work in progress and we have more improvements planned.
We continue to grow our cash resources which enables us to proactively look
for suitable acquisitions. At the same time we are researching alternative
products linked to the services we already provide to create additional paths
for organic growth. We are in very early-stage discussions with several
clients in this regard.
Our staff are a key asset to the Company and have continued to provide
exemplary service and support to our clients. I would like to express my
thanks for their continued commitment.
During the year we made changes to our sales personnel which has enabled us to
focus on new markets. We are also adding to our support team to provide
desktop support along with the technical support we have provided to date.
With clients returning to the office and travel restrictions largely over we
are seeing encouraging signs from existing clients and prospects alike. As a
result we are cautiously optimistic for the year ahead and beyond.
Matthew Jeffs
Chief Executive
Strategic Report
The Directors present the group strategic report for Arcontech Group plc and
its subsidiaries for the year ended 30 June 2022.
Principal activities
The principal activities of the Company and its subsidiaries during the year
were the development and sale of proprietary software and provision of
computer consultancy services.
Review of the business and prospects
A full review of the operations, financial position and prospects of the Group
is given in the Chairman's Statement and Chief Executive's Review on pages 2
to 3.
Key performance indicators (KPIs)
The Directors monitor the business using management reports and information,
reviewed and discussed at monthly Board meetings. Financial and non-financial
KPIs used in this report include:
Financial KPIs:
Revenue £2,757,795 (2021: £2,988,842; 2020:
£2,955,314) Measurement:
Revenue from sales made to all customers (excluding intra-group sales which
eliminate on consolidation)
Performance:
Loss of two customers during the year impacted sales in the second half of the
year
Adjusted profit £601,566 (2021: £959,110; 2020:
£1,131,203)
Measurement:
Profit after tax and before release of accruals for administrative costs in
respect of prior years . This is an alternative, non-IFRS performance measure,
that is considered relevant as it provides a more accurate reflection of
trading performance than net profit after tax. The adjusted profit is Net
profit after tax less the amount of accruals for administrative costs released
as disclosed in the footnote to the Income Statement
Performance:
Decrease reflects the loss of two customers. However costs continued to be
controlled tightly
Cash £6,026,469 (2021: £5,395,457; 2020:
£5,006,969) Measurement:
Cash and cash equivalents held at the end of the year
Performance:
The Group continues to maintain healthy cash balances
subject to any exceptional circumstances or
acquisition
opportunities
Earnings per share (basic) 4.57p (2021: 7.88; 2020:
9.22p) Measurement:
Earnings after tax divided by the weighted average number of shares
Performance:
Decrease due to the loss of two customers during the year
Earnings per share (diluted) 4.56p (2021: 7.79p; 2020:
9.03p) Measurement:
Earnings after tax divided by the fully diluted number of shares
Performance:
Decrease due to the loss of two customers during the year
Strategic Report (continued)
Non-financial KPIs:
Staff retention rate (net) 87% (2021: 93%; 2020:
91%) Measurement:
Net retention after adjusting for joiners and leavers during the year
Performance:
Staff morale from our dedicated employees remains strong, reflected in the
stable retention rate
Principal risks and uncertainties
The Group's performance is affected by a number of risks and uncertainties,
which the Board monitor on an ongoing basis in order to identify, manage and
minimise their possible impact. General risks and uncertainties include
changes in economic conditions, interest rate fluctuations and the impact of
competition. The Group's principal risk areas and the action taken to mitigate
their outcome are shown below:
Risk area Nature Mitigation
Competition Loss of business due to existing competition Ongoing investment in research and development
Or new entrants into the market Responding to the changing needs of clients to remain competitive
Loss of key personnel Inability to execute business plan due to the risk of losing key personnel Employee share option scheme in place
Covid-19 pandemic Inability to execute business plan due to staff absence. Difficulty in winning The Directors and employees returned to the office on a hybrid basis, but
new business due to potential customers being hard to engage with due to maintain strict health and safety protocols in order to protect staff.
remote working
At present the Company believes that there should be no significant material
disruption to its work
Brexit Business made difficult due to increased regulations between the UK and Europe Arcontech is a global company and as such seeks growth across a geographically
caused by Brexit diverse customer base
Relations with shareholders
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Group for the benefit of its members as a whole, as required by
s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long
term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers
and others;
· The desirability of the Company maintaining a reputation for
high standards of business conduct; and
· Consider the impact of the Company's operations on the
community and the environment.
Section 172(1) Companies Act 2006
The Board takes decisions with the long term in mind, and collectively and
individually aims to uphold the highest standards of conduct. Similarly, the
Board understands that the Company can only prosper over the long term if it
understands and respects the views and needs of its customers, distributors,
employees, suppliers and the wider community in which it operates.
A firm understanding of investor needs is also vital to the Company's success.
The Directors are fully aware of their responsibilities to promote the success
of the Company in accordance with Section 172(1) of the Companies Act 2006.
The text of Section 172(1) of the Companies Act 2006 has been sent out to each
main Board Director.
Strategic Report (continued)
The Board ensures that the requirements are met, and the interests of
stakeholders are considered as referred to elsewhere in this report and
through a combination of the following:
· A rolling agenda of matters to be considered by the Board through
the year, which includes an annual strategy review meeting, where the
strategic options for the following year are developed;
· At each board meeting, to receive and discuss a will report on
customers, employees and other colleagues, and investors;
· Standing agenda points and papers;
· A review of certain of these topics through the Audit Committee
and the Remuneration Committee agenda items referred to in this report; and
· Detailed consideration is given to of any of these factors
where they are relevant to any major decisions taken by the Board during the
year.
The Group's operation is the development and sale of proprietary software and
provision of computer consultancy services. The Board has identified its key
stakeholders as its customers, shareholders, employees and suppliers. The
Board keeps itself appraised of its key stakeholders' interests through a
combination of both direct and indirect engagement, and the Board has regard
to these interests when discharging its duties.
The application of the s172 requirements can be demonstrated in relation to
some of the key decisions made during the year to 30 June 2022:
· Allocation of the Group's capital in a way which offers
significant returns to shareholders in line with the Company's dividend
policy, while also ensuring that the Group retains flexibility to continue to
deploy capital towards profitable growth;
· Implementing a new hybrid location working format for staff as
working environments continue to evolve post Covid-19, while ensuring that the
Group continued to deliver both the high level of service and security that
our customers depend on without compromising the health and safety of
employees.
During the year to 30 June 2022, the Board assessed its current activities
between the Board and its stakeholders, which demonstrated that the Board
actively engages with its stakeholders and takes their various objectives into
consideration when making decisions. Specifically, actions the Board has taken
to engage with its stakeholders over the last twelve months include:
· All Directors attended the 2021 AGM to answer questions and
receive additional feedback from investors;
· The outcome of the AGM is published on the Company's corporate
website;
· The Board receives regular updates on the views of shareholders
through briefings and reports from the executive directors, and the Company's
brokers;
· Arranged meetings with certain stakeholders to provide them with
updates on the Company's operational activities and other general corporate
updates;
· We discussed feedback from investors' and analysts' meetings
following the release of our annual and half-year announcements. We have an
investor relations programme of meetings with existing and potential
shareholders;
· Monitored company culture and engaged with employees on efforts
to continuously improve company culture and morale; and
· A range of corporate information (including all Company
announcements) is also available to shareholders, investors and the public on
the Company's corporate website: www.arcontech.com (http://www.arcontech.com)
.
The Board believes that appropriate steps and considerations have been taken
during the year so that each Director has an understanding of the various key
stakeholders of the Company. The Board recognises its responsibility to
contemplate all such stakeholder needs and concerns as part of its
discussions, decision-making, and in the course of taking actions, and will
continue to make stakeholder engagement a top priority in the coming years.
Approved on behalf of the board on 9 September 2022 by:
Matthew Jeffs
Chief Executive
Group Income Statement and Statement of Comprehensive Income
For the year ended 30 June 2022
Note 2022
2021
£ £
Revenue 3 2,757,795 2,988,842
Administrative costs (1,999,523) (1,945,481)
4 758,272 1,043,361
Operating profit
5 301 (7,047)
Net finance income / (expense)
758,573 1,036,314
Profit before taxation
9 (148,007) 10,796
Taxation
610,566 1,047,110
Profit for the year after tax
610,566 1,047,110
Total comprehensive income for the year
10 4.57p 7.88p
Earnings per share (basic)
10 4.50p 7.22p
Adjusted* Earnings per share (basic)
10 4.56p 7.79p
Earnings per share (diluted)
Adjusted* Earnings per share (diluted) 10 4.49p 7.14p
*Adjusted to exclude the release of accruals for administrative costs of
£9,000 (2021: £88,000) in respect of prior years. This is a non-IFRS
alternative performance measure that the Board considers to be a more accurate
indicator of underlying trading performance. This measure has been adopted as
a KPI and is disclosed in the Strategic Report on page 4.
All of the results relate to continuing operations.
There was no Other Comprehensive Income other than Profit for the year after
tax for the year under review.
The notes on pages 32 to 56 form part of these financial statements
Statement of Changes in Equity
For the year ended 30 June 2022
Group:
Share Share Share option reserve Retained Total
capital premium earnings equity
£ £ £ £ £
Balance at 30 June 2020 1,651,314 56,381 188,639 3,806,514 5,702,848
- - - 1,047,110 1,047,110
Profit for the year
Total comprehensive income for the year - - - 1,047,110 1,047,110
Dividend paid - - - (333,594) (333,594)
Exercise of options 14,663 35,979 - - 50,642
- - 115,866 - 115,866
Share-based payments
Transfer between reserves - - (33,298) 33,298 -
Balance at 30 June 2021 1,665,977 92,360 271,207 4,553,329 6,582,873
Profit for the year - - - 610,566 610,566
Total comprehensive income for the year - - - 610,566 610,566
Dividend paid - - - (367,752) (367,752)
Exercise of options 5,624 23,401 - - 29,025
Share-based payments - - 116,612 - 116,612
Transfer between reserves - - (116,994) 116,994 -
Balance at 30 June 2022 1,671,601 115,761 270,825 4,913,137 6,971,324
Company:
Share Share Share option reserve Retained Total
capital premium earnings equity
£ £ £ £ £
Balance at 30 June 2020 1,651,314 56,381 188,639 4,450,302 6,346,636
Profit for the year - - - 181,744 181,744
Total comprehensive expense for the year - - - 181,744 181,744
Dividend paid - - - (333,594) (333,594)
Exercise of options 14,663 35,979 - - 50,642
- - 115,866 - 115,866
Share-based payments
- - (33,298) 33,298 -
Transfer between reserves
Balance at 30 June 2021 1,665,977 92,360 271,207 4,331,751 6,361,295
Profit for the year - - - 273,286 273,286
Total comprehensive income for the year - - - 273,286 273,286
Dividend paid - - - (367,752) (367,752)
Exercise of options 5,624 23,401 - - 29,025
Share-based payments - - 116,612 - 116,612
Transfer between reserves - - (116,994) 116,994 -
Balance as at 30 June 2022 1,671,601 115,761 270,825 4,354,279 6,412,466
The notes on pages 32 to 56 form part of these financial statements.
Statements of Financial Position
Registered number: 04062416
As at 30 June 2022
Group Group Company Company
2022
2021
2022
2021
£
£
£ £
Note
Non-current assets
Goodwill 11 1,715,153 1,715,153 - -
Property, plant and equipment 12 6,545 11,147 - -
Right of use asset 17 219,455 365,758 - -
Investments in subsidiaries 13 - - 2,017,471 2,017,471
Deferred tax asset 18 318,000 471,000 56,000 55,000
Trade and other receivables 14 141,750 141,750 - -
Total non-current assets 2,400,903 2,704,809 2,073,471 2,072,471
Current assets
Trade and other receivables 14 348,686 470,317 3,322,737 3,263,467
Cash and cash equivalents 15 6,026,468 5,395,457 1,074,294 1,077,741
Total current assets 6,375,154 5,865,774 4,397,031 4,341,208
Current liabilities
Trade and other payables 16 (1,608,880) (1,643,407) (58,036) (52,384)
Lease liabilities 17 (148,450) (148,450) - -
Total current liabilities (1,757,330) (1,791,857) (58,036) (52,384)
Non-current liabilities
Lease liabilities 17 (47,403) (195,853) - -
Total Non-current liabilities (47,403) (195,853) - -
Net current assets 4,617,824 4,073,917 4,338,995 4,288,824
Net assets 6,971,324 6,582,873 6,412,466 6,361,295
Equity
Called up share capital 19 1,671,601 1,665,977 1,671,601 1,665,977
Share premium account 20 115,761 92,360 115,760 92,360
Share option reserve 20 270,825 271,207 270,825 271,207
Retained earnings 20 4,913,137 4,553,329 4,354,279 4,331,751
6,971,324 6,582,873 6,412,466 6,361,295
As permitted by s408 of the Companies Act 2006, the Company has not presented
its own income statement. The parent Company profit for the year was £273,286
(2021: £181,744).
Approved on behalf of the board on 9 September by:
Matthew Jeffs
Chief Executive
The notes on pages 32 to 56 form part of these financial statements.
Group Statement of Cash Flows
For the year ended 30 June 2022
Note 2022 2021
£ £
Cash generated from operations 21 1,109,608 809,559
Tax paid (2,642) (8,204)
Net cash generated from operating activities 1,106,966 801,355
Investing activities
Interest received 13,911 13,260
Purchases of plant and equipment (2,688) (1,482)
11,223 11,778
Net cash generated from investing activities
Financing activities
Proceeds from the issue of shares 29,025 50,642
Dividend paid (367,752) (333,594)
Payment of lease liabilities (148,450) (141,693)
Net cash used in financing activities (487,177) (424,645)
631,012 388,488
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year 5,395,457 5,006,969
15 6,026,469 5,395,457
Cash and cash equivalents at end of year
For the year to 30 June 2022, the Group had no debt, and there were no
material non-cash transactions.
The notes on pages 32 to 56 form part of these financial statements.
Company Statement of Cash Flows
For the year ended 30 June 2022
Note 2022 2021
£ £
21 330,075 210,920
Net cash generated by operating activities
Tax paid (1,221) (3,319)
Net cash generated from operating activities 328,854 207,601
Investing activities
Interest received 6,426 6,392
Net cash generated from investing activities 6,426 6,392
Financing activities
Proceeds from the issue of shares 29,025 50,642
(367,752) (333,594)
Dividend paid
(338,727) (282,952)
Net cash used in financing activities
(3,447) (68,959)
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year 1,077,741 1,146,700
15 1,074,294 1,077,741
Cash and cash equivalents at end of year
The notes on pages 32 to 56 form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 June 2022
1. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these financial
statements except where changes have been noted below.
Reporting entity
Arcontech Group plc ("the Company") is a company incorporated in England and
Wales with a registered address at 1(st) floor, 11-21 Paul Street, London,
EC2A 4JU. The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries (together referred to as "the
Group").
Principal Activity
The principal activities of the Company and its subsidiaries during the year
were the development and sale of proprietary software and provision of
computer consultancy services.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006.
On the basis of current projections, confidence of future profitability and
cash balances held, the Directors have adopted the going concern basis in the
preparation of the financial statements.
The financial statements have been prepared under the historical cost
convention. As at 30 June 2022 all assets and liabilities are recorded at
amortised cost, and there were no assets or liabilities recorded at fair
value.
Going Concern
On the basis of current projections and having regard to the Group's existing
cash reserves, the Directors consider that the Group has adequate resources to
continue in operational existence for the foreseeable future. In reaching this
conclusion the Directors have projected cash flow out twelve months from the
date of signing this report. Revenue projection has been based on recurring
revenue streams from existing customers and a forecast for new revenue from
additional sales that the Directors feel is achievable, and in line with
average new business generation pre-Covid-19. The Group has a highly stable
cost base which has been reviewed to incorporate the impact of additional
costs for revenue generation activities such as industry trade shows. The
Directors have stress tested the cash flow projections assuming no new revenue
generation and an increase in costs of up to 15%, given the current
inflationary environment. Under this scenario given expected cash generation
from operations and existing cash balances, the Group will have sufficient
resources to continue trading for well in excess of the next twelve months.
Accordingly, the Directors have adopted the going concern basis in the
preparation of the financial statements.
Changes in accounting policies and disclosures
a) New and amended Standards and Interpretations adopted by the Group
and Company
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable for the period
year 30 June 2022 but did not result in any material changes to the financial
statements of the Group.
b) New and amended Standards and Interpretations issued but not
effective for the financial year beginning 1 July 2022
Standard Impact on initial application Effective date
IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current TBC
IAS 1 (Amendments) Disclosure of Accounting Policies TBC
IAS 1 (Amendments) Definition of Accounting Estimates TBC
IFRS 17 (Amendments) Initial Application of IFRS 17 and IFRS 9 - Comparative Information
TBC
The new and amended Standards and Interpretations which are in issue but not
yet mandatorily effective is not expected to be material.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Basis of consolidation
The Group financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries) prepared to
30 June 2022. Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
· Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee).
· Exposure, or rights, to variable returns from its involvement
with the investee
· The ability to use its power over the investee to affect its
returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee.
· Rights arising from other contractual arrangements.
· The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control
the subsidiary. The acquisition method is used to account for the acquisition
of subsidiaries.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Business combinations and goodwill
On acquisition, the assets and liabilities and contingent liabilities of
subsidiaries are measured at their fair value at the date of acquisition. Any
excess of cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired
(i.e. discount on acquisition) is credited to the income statement in the
period of acquisition. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and is not subsequently
reversed.
Revenue recognition
Revenue is recognised in accordance with the transfer of promised services to
customers (i.e. when the customer gains control of the service) and is
measured as the consideration which the group expects to be entitled to in
exchange for those services. Consideration is typically fixed on the agreement
of a contract except for quarterly flexible license contracts. Payment terms
are agreed on a contract by contract basis.
A service is distinct if the customer can benefit from the service on its own
or together with other resources that are readily available to the customer
and the entity's promise to transfer the service to the customer is separately
identifiable from other promises in the contract.
Contracts with customers do not contain a financing component.
Under IFRS 15, revenue earned from contracts with customers is recognised
based on a five-step model which requires the transaction price for each
identified contract to be apportioned to separate performance obligations
arising under the contract and recognised either when the performance
obligation in the contract has been performed (point in time recognition) or
over time as control of the performance obligation is transferred to the
customer.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Revenue recognition (continued)
The group recognises revenue when it satisfies a performance obligation by
transferring a promised service to the customer as follows:
• Revenue from recurring license fees and other license fees is recognised
on an over time basis via a straight line across the period the services are
provided. In reaching this conclusion the group has assessed that ongoing
contractual obligations are not separately identifiable from other promises in
the contract and are not distinct from the licence, and hence are accounted
for as a single performance obligation. As the license is not distinct the
combined performance obligation is recognised over time.
In assessing whether a licence is distinct the Group considered the continuing
requirement to:-
- optimise functionality;
- optimise performance; and
- provide enhancements to ensure user regulatory compliance.
• Revenue from flexible license contracts that include variable
consideration are quarterly contracts assessed at the end of each calendar
quarter and revenue is recognised based on actual usage confirmed for that
quarter at the point of customer acceptance,
• Revenue from project work is recognised on satisfactory completion of each
project, as this is considered to be the point in time the customer gains
control over the results of the project work.
Taxation
The tax charge/(credit) represents the sum of the tax payable/(receivable) and
any deferred tax.
Research and development tax credits are recognised when received.
The tax payable/(receivable) is based on the taxable result for the year. The
taxable result differs from the net result as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current assets and liabilities
on a net basis.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees
receive remuneration in the form of shares or share options, is recognised as
an employee benefit expense in the income statement.
The total expense to be apportioned over the vesting period of the benefit is
determined by reference to the fair value (excluding the effect of non
market-based vesting conditions) at the date of grant. Fair value is measured
by the use of the Black-Scholes model. The expected life used in the model has
been adjusted, based on management's best estimate, for the effects of the
non-transferability, exercise restrictions and behavioural considerations. A
cancellation of a share award by the Group or an employee is treated
consistently, resulting in an acceleration of the remaining charge within the
consolidated income statement in the year of cancellation.
Impairment of tangible and intangible assets
The carrying amounts of the Group's and Company's tangible and intangible
assets are reviewed at each year end date to determine whether there is any
indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
Expenses incurred on Research & Development are currently expensed through
the income statement as the expenditure is incurred on the maintenance and
enhancement of existing products. The applicability of this treatment is
reviewed regularly by the Company.
For goodwill, the recoverable amount is estimated at each year end date, based
on value in use. The recoverable amount of other assets is the greater of
their net selling price and value in use.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash generating unit to which the
asset belongs.
An impairment loss is recognised in the income statement whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to
cash-generating units and then to reduce the carrying amount of the other
assets in the unit on a pro rata basis.
A cash generating unit is the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from
other assets or groups of assets.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any recognised impairment loss.
Depreciation is charged so as to write off the cost of assets, over their
estimated useful lives, on the following bases:
Leasehold property - over the period of the lease
Computer equipment - 33% - 40% on cost
Office furniture and equipment - 20% - 25% on cost or reducing balance
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for
impairment.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets
The Group does not hold any investments other than investments in
subsidiaries.
Trade receivables are held in order to collect the contractual cash flows and
are initially measured at the transaction price as defined in IFRS 15, as the
contracts of the Group do not contain significant financing components.
Impairment losses are recognised based on lifetime expected credit losses in
profit or loss.
Other receivables are held in order to collect the contractual cash flows and
accordingly are measured at initial recognition at fair value, which
ordinarily equates to cost and are subsequently measured at cost less
impairment due to their short-term nature. A provision for impairment is
established based on 12-month expected credit losses unless there has been a
significant increase in credit risk when lifetime expected credit losses are
recognised. The amount of any provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank
deposits with an original maturity of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are
classified in accordance with the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity
instrument. An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its liabilities.
Equity instruments issued by the company are recorded at the proceeds
received, net of direct issue costs.
Effective interest rate method
The effective interest rate method is a method of calculating the amortised
cost of a financial asset or liability and allocating interest income or
expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash flows through the expected life of the
financial asset or liability, or, where appropriate, a shorter period, to the
net carrying amount on initial recognition.
(a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured subsequently at fair value (either through
OCI or through profit or loss); and
· those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
See Note 16 for further details.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Financial instruments (continued)
(b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost; Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method.
Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate line item in
the statement of profit or loss.
(d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk.
For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Leases
Leases are recognised as a right-of-use asset and a corresponding lease
liability at the date at which the leased asset is available for use by the
Group.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
· Fixed payments (including in-substance fixed payments), less
any lease incentives receivable;
· Variable lease payment that are based on an index or a rate,
initially measured using the index or rate as at the commencement date;
· Amounts expected to be payable by the Group under residual
value guarantees;
· The exercise price of a purchase option if the Group is
reasonably certain to exercise that option; and
· Payments of penalties for terminating the lease, if the lease
term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
1. Accounting policies (continued)
Leases (continued)
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period.
Right-of-use assets are measured at cost which comprises the following:
· The amount of the initial measurement of the lease liability;
· Any lease payments made at or before the commencement date less
any lease incentives received;
· Any initial direct costs; and
· Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases (term less than 12 months) and all
leases of low-value assets (generally less than £4k) are recognised on a
straight-line basis as an expense in profit or loss.
Provisions
Provisions are recognised when the Group has a present obligation, legal or
constructive, resulting from past events and it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the obligation.
Research and development
Research costs are charged to the income statement in the year incurred.
Development expenditure is capitalised to the extent that it meets all of the
criteria required by IAS 38, otherwise it is charged to the income statement
in the year incurred. In order for development expenditure to meet the
capitalisation criteria of IAS 38, it must be both technically feasible to
complete the work, and there must be the intention to either use or sell the
asset created.
Pension costs and other post-retirement benefits
The Group makes payments to occupational and employees' personal pension
schemes. Contributions payable for the year are charged in the income
statement.
Foreign currencies
Transactions denominated in foreign currencies are translated into sterling at
the exchange rate ruling when the transaction was entered into. Where
consideration is received in advance of revenue being recognised the date of
the transaction reflects the date the consideration is received. Foreign
currency monetary assets and liabilities are translated into sterling at the
exchange rate ruling at the balance sheet date. Exchange gains or losses are
included in operating profit.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker as required by IFRS 8
"Operating Segments". The chief operating decision-maker responsible for
allocating resources and assessing performance of the operating segments has
been identified as the Board of Directors. The accounting policies of the
reportable segments are consistent with the accounting policies of the group
as a whole. Segment profit/(loss) represents the profit/(loss) earned by each
segment without allocation of foreign exchange gains or losses, investment
income, interest payable and tax. This is the measure of profit that is
reported to the Board of Directors for the purpose of resource allocation and
the assessment of segment performance. When assessing segment performance and
considering the allocation of resources, the Board of Directors review
information about segment assets and liabilities. For this purpose, all assets
and liabilities are allocated to reportable segments with the exception of
cash and cash equivalents and current and deferred tax assets and liabilities.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
2. Critical accounting judgments and key sources of estimation
uncertainty
The preparation of financial statements in conformity with generally accepted
accounting practice requires management to make estimates and judgements that
affect the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities at the balance sheet date and
the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historic
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Judgements
Determination of performance obligations and satisfaction thereof
For the purposes of recognising revenue, the Directors are required to
identify distinct services in contracts and allocate the transaction price to
the performance obligations. Details of determining performance obligations,
passing of control and amounts recognised as costs incurred to obtain or
fulfil a contract are given in Note 1 - Revenue recognition. There has been no
change in the Group's business model from the previous year and the Directors
are satisfied that the revenue recognition policy remains correct for the year
under review.
Capitalisation of development costs
As described in Note 1, the Group capitalises development costs when certain
criteria are met including the probability of relevant future economic
benefits. The key variable in making judgement of the correct treatment of
development costs is new product development versus modification and
maintenance of existing products. The development work undertaken has been to
existing products, and having assessed the likelihood of future economic
benefit, the Directors have judged it appropriate to not capitalise any
development costs (2021 - £Nil).
Estimates
Impairment of non-current assets
Determining whether non-current assets are impaired requires an estimation of
the value in use of the cash generating units to which non-current assets have
been allocated. The value in use calculation requires the Group to estimate
the future cash flows expected to arise from the cash-generating unit and a
suitable discount rate in order to calculate the present value. The key
variables used in cash flow projections are: a timeline of fourteen years (the
"time period"); the forecast for the next year which is used as the base for
future years; revenue and cost projections for the time period using the
average rate of increase / (decrease) achieved over the preceding ten
years, No provision for impairment was made in the year to the carrying
value of goodwill (see note 11) or investments in subsidiaries (see note 13).
Recognition of deferred tax assets
As described in Note 1, the Group recognises deferred tax assets arising from
unused tax losses when certain criteria are met including the probability that
future relevant taxable profits will be available. The directors have assessed
the likelihood of future taxable profits being available and have judged it
appropriate to recognise deferred tax assets for unused losses. The key
variables used in the calculation of deferred tax assets are: a timeline of
three years out from reporting date; revenue and cost projections on the same
basis as used in the assessment of impairment of goodwill; a cost of capital
of 8.44%. At the year-end a deferred tax asset of £318,000 (2021 - £471,000)
was recognised.
Share based payment transactions
The Company has made awards of options and over its unissued share capital to
certain Directors and employees as part of their remuneration package.
The valuation of these options involves making a number of critical estimates
relating to price volatility, future dividend yields, expected life of the
options and forfeiture rates. These assumptions have been described in more
detail in Note 19.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
3. Revenue
An analysis of the Group's revenue is as follows:
2022 2021
£
£
Software development, licence fees and project work 2,757,795 2,988,842
All of the Group's revenue relates to continuing activities.
4. Operating profit for the year is stated after
charging/(crediting):
2022 2021
£
£
Depreciation of plant and equipment (see note 12) 7,291 9,651
Depreciation of leased assets (see note 17) 146,303 146,303
Interest on leased assets (see note 17) 13,550 20,307
Staff costs (see note 8) 1,491,348 1,491,063
Research and development 409,618 506,893
Release of accruals for administrative costs in respect of prior years (9,000) (88,000)
5. Finance income and Finance costs:
2022 2021
£
£
Finance income
Income on cash and cash equivalents 13,911 13,260
Finance costs
Lease interest expense (13,550) (20,307)
Other interest expense (60) -
Net finance income / (expense) 301 (7,047)
6. Auditor's remuneration:
2022 2021
£
£
Fees payable to the Group's auditor for the audit of the Group's annual 31,500 29,750
accounts
Fees payable to the Group's auditor for other services:
- audit of the Company's subsidiaries 7,000 6,000
38,500 35,750
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
7. Operating segments:
The Group reports internally to the Chief Operating Decision Maker (CODM), who
is considered to be the Board. Intersegment license fees and management
charges are not included in the reports reviewed by the CODM during the year
but are calculated for statutory reporting purposes and therefore are excluded
from the following revenue and operating profit disclosures.
2022 2021
£ £
Revenue by segment
Software development and licence fees 2,757,795 2,988,842
External segment revenue 2,757,795 2,988,842
Operating profit by segment
Software development and licence fees 1,193,637 1,468,132
Unallocated overheads (448,975) (445,078)
Total operating profit 744,662 1,023,054
Finance income 13,911 13,260
Total profit before tax as reported in the Group income statement 758,573 1,036,314
2022 2021
£ £
Segment total of assets
Software development and licence fees 7,541,527 7,337,340
Unallocated assets 4,545,031 4,492,208
12,086,558 11,829,548
Less intercompany debtors (3,310,501) (3,258,968)
Total assets 8,776,057 8,570,580
2022 2021
£ £
Segment total of liabilities
Software development and licence fees 5,056,787 5,193,528
Unallocated liabilities 58,447 53,150
5,115,234 5,246,678
Less intercompany creditors (3,310,501) (3,258,968)
Total liabilities 1,804,733 1,987,710
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
7. Operating segments (continued):
2022 2021
£ £
Additions of property, plant and equipment assets by segment
Software development and licence fees 2,688 1,482
Total additions 2,688 1,482
2022 2021
£ £
Depreciation of property, plant and equipment assets recognised in the period
by segment
Software development and licence fees 7,291 9,651
Total depreciation 7,291 9,651
Non-current assets by country 2022 2021
£ £
UK 2,400,903 2,704,809
Total non-current assets 2,400,903 2,704,809
Geographical information - External revenue 2022 2021
£ £
UK 2,013,140 2,065,903
Europe (excluding UK) 581,981 771,541
Africa 40,000 42,500
North America 89,447 83,637
Australia 12,603 11,838
Asia Pacific 20,624 13,423
2,757,795 2,988,842
During the year there were 4 customers (2021: 3) who accounted for more than
10% of the Group's revenues as follows:
2022 2021
Value of % of Total Value of % of Total
sales
sales
£
£
Customer 1 716,386 28% 668,122 22%
Customer 2 520,990 21% 522,149 17%
Customer 3 353,975 14% 375,168 13%
Customer 4 241,556 10% - -
1,832,907 73% 1,565,439 52%
These revenues are attributable to the software development and licence fees
segment.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
8. Staff costs:
2022 2021
£ £
a) Aggregate staff costs, including Directors' remuneration
Wages and salaries 1,197,220 1,206,748
Social security costs 153,261 144,131
Pension contributions 24,255 24,318
Share-based payments 116,612 115,866
1,491,348 1,491,063
b) The average number of employees (including Directors) was:
Sales and administration 7 6
Development and support 7 11
14 17
£ £
c) Directors' emoluments
Short-term employee benefits 231,714 232,352
Pension contributions 5,250 5,250
Share-based payments 57,200 63,030
294,164 300,632
Social security costs 30,843 49,351
Total Director compensation 325,007 349,983
Directors' emoluments represent the staff costs of the parent company.
The average number of employees of the parent company is 3 (2021: 3)
The highest paid Director received remuneration of £183,464 (2021:
£186,178).
The number of Directors that are members of a defined contribution pension
scheme is 1 (2021: 1). Pension contributions paid to a defined contribution
scheme in respect of the highest paid Director amounted to £5,250 (2021:
£5,250).
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
9. Taxation
2022 2021
£ £
Current tax 4,993 (8,204)
Deferred tax (153,000) 19,000
Total tax charge (credit) for the year 148,007 (10,796)
The difference between the total tax credit shown above and the amount
calculated by applying the standard rate of UK corporation tax to the profit
before tax is as follows:
2022 2021
£ £
Profit on ordinary activities before tax 758,573 1,036,314
Profit on ordinary activities multiplied by the standard rate of corporation 144,128 196,900
tax in the UK of 19 % (2021: 19%)
Effects of:
Disallowed expenses 288 97
Temporary differences on deferred tax 796 1,457
Income taxes paid - 8,204
Research and development tax credits (4,993) -
Deferred tax asset movement 153,000 (19,000)
Brought forward losses utilised (145,212) (198,454)
148,007 (10,796)
Total tax / (credit) for the year
Factors which may affect future tax charges
At 30 June 2022 the Group has tax losses of approximately £8,300,000 (2021:
£8,500,000) to offset against future trading profits.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
10. Earnings per share
2022 2021
£ £
Earnings
Earnings for the purpose of basic and diluted earnings per share being net 610,566 1,047,110
profit attributable to equity shareholders
610,566 1,047,110
No. No.
Number of shares
Weighted average number of ordinary shares for the purpose of basic earnings 13,364,195 13,290,672
per share
Number of dilutive shares under option 25,145 143,168
Weighted average number of ordinary shares for the purposes of dilutive 13,389,340 13,433,840
earnings per share
The calculation of diluted earnings per share assumes conversion of all
potentially dilutive ordinary shares, all of which arise from share options. A
calculation is done to determine the number of shares that could have been
acquired at fair value, based upon the monetary value of the subscription
rights attached to outstanding share options.
11. Goodwill
2022 2021
£ £
Cost and net book amount
At 1 July 2021 and at 30 June 2022 1,715,153 1,715,153
Goodwill acquired in a business combination is allocated at acquisition, to
the cash generating units (CGUs) that are expected to benefit from that
business combination. The carrying amount of goodwill has been allocated as
follows:
2022 2021
£ £
Arcontech Limited 1,715,153 1,715,153
1,715,153 1,715,153
The CGU used in these calculations is Arcontech Limited. The group tests
goodwill annually for impairment or more frequently if there are indications
that goodwill might be impaired. The recoverable amounts of the CGUs are
determined from value in use calculations. The key assumptions for the value
in use calculations are those regarding the discount rates, growth rates and
expected changes to selling prices and direct costs during the period. The
discount rate is estimated using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to the CGUs.
Long-term growth rates are based on industry growth forecasts. Changes in
selling prices are based on past practices and expectations of future changes
in the market. Changes in direct costs are based on expected cost of inflation
of 8.9% and 1.8% after year 5.
Cashflow forecasts are based on the latest financial budgets and extrapolate
the cashflows for the next five years based on an estimated growth in revenue
representing an average rate of 4% (2021: 5%) per annum, after which the UK
long-term growth rate of 1.8% is applied. The Directors consider that this
rate is appropriate, given the current sales pipeline. Fluctuation in revenue
is the most sensitive of assumptions. Should revenue fall by more than an
average of 5% per annum then this could result in the value of goodwill being
impaired.
As the Group does not have any borrowings, the rate used to discount all the
forecast cash flows is 8.8% (2021: 8.8%), which represents the Group's cost of
capital.
Goodwill on the purchase of Arcontech Limited is attributable to the operating
synergies that have arisen as a result of the combination.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
12. Property, plant and equipment - Group
Leasehold Office Total
Property
furniture &
equipment
Cost £ £ £
At 1 July 2020 26,199 142,218 168,417
Additions - 1,482 1,482
At 1 July 2021 26,199 143,700 169,899
Additions - 2,688 2,688
Disposals - (40,447) (40,447)
At 30 June 2022 26,199 105,941 132,140
Depreciation
At 1 July 2020 20,597 128,504 149,101
Charge for the year 1,461 8,190 9,651
At 1 July 2021 22,058 136,694 158,752
Charge for the year 1,462 5,829 7,291
Disposals - (40,447) (40,447)
23,520 102,076 125,596
At 30 June 2022
2,679 3,865 6,544
Net book amount at 30 June 2022
4,141 7,008 11,147
Net book amount at 30 June 2021
13. Investment in subsidiaries
2022 2021
Carrying amount £ £
At 1 July 2021 2,017,471 2,017,471
At 30 June 2022 2,017,471 2,017,471
Details of the investments in which the Group and the Company holds 20% or
more of the nominal value of any class of share capital are listed below. The
Goodwill recognised in Note 11 is in connection with investments made in
subsidiaries:
Country of Address Nature of business Ordinary
Incorporation
shares
held
Arcontech Solutions Limited England 11-21 Paul Street, London EC2A 4JU Dormant 100%
Cognita Technologies Limited England 11-21 Paul Street, London EC2A 4JU Software development 100%
Arcontech Limited England 11-21 Paul Street, London EC2A 4JU Software development and consultancy 100%
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
14. Trade and other receivables
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
Due within one year:
Trade and other receivables 196,541 330,740 - -
Amounts owed by group undertakings - - 3,310,401 3,258,868
Prepayments and accrued income 152,145 139,577 12,336 4,599
348,686 470,317 3,322,737 3,263,467
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
Due after more than one year:
Other receivables 141,750 141,750 - -
141,750 141,750 - -
Trade receivables, which are the only financial assets at amortised cost, are
non-interest bearing and generally have a 30-90 day term. Due to their short
maturities, the carrying amount of trade and other receivables is a reasonable
approximation of their fair value. A provision for impairment of trade
receivables is established using an expected loss model. Expected loss is
calculated from a provision based on the expected lifetime default rates and
estimates of loss on default.
As at 30 June 2022, trade receivables of £Nil were impaired (2021: £Nil) and
during the year an impairment charge relating to trade receivables of £Nil
(2021: £Nil) was recognised. As at 30 June 2022 trade receivables of £nil
(2021: £100,469) were past due but not impaired. The ageing analysis of these
trade receivables is as follows:
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
Up to 3 months past due - 100,469 - -
3 to 6 months past due - - - -
- 100,469 - -
15. Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank
deposits with an original maturity of three months or less. The Directors
consider that the carrying amount of cash and cash equivalents approximates to
their fair value.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
16. Trade and other payables
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
Trade payables 77,772 52,881 3,849 4,155
Amounts owed to group undertakings - - 100 100
Other tax and social security payable 62,148 113,083 7,843 8,844
Other payables and accruals* 490,724 388,137 46,244 39,285
Deferred income 978,236 1,089,306 - -
1,608,880 1,643,407 58,036 52,384
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
Trade payables and other payables and accruals constitute the financial
liabilities within the category "Financial liabilities at amortised cost" with
a total value of £568,496 (2021: £441,018).
*Other payables and Accruals includes a provision for dilapidations for the
Office premises of £50,000 (2021: £50,000). Refer to note 1 for the
Accounting Policy for Provisions.
17. Leases
Under IFRS 16, the Group recognises right-of-use assets and lease liabilities
for all leases on its balance sheet. The only lease applicable under IFRS 16
is the Group's office.
The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position are as follows:
As at 30 June 2022 Lease liability Right of use asset Income statement
£ £ £
Carrying value at 30 June 2021 (344,303) 365,758 -
Depreciation - (146,303) (146,303)
Interest (13,550) - (13,550)
Lease payments 162,000 - -
Carrying value at 30 June 2022 (195,853) 219,455 (159,853)
Reconciliation of lease liabilities Operating cash flow Financing cash flow Non-cash Total
£ £
£ £
As at 1 July 2021 - - - 344,303
Cash flows:
Interest paid (13,550) - - (13,550)
Liability reduction - (148,450) - (148,450)
Non-cash changes:
Interest expense - - 13,550 13,550
As at 30 June 2022 (13,550) (148,450) 13,550 (195,853)
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
17. Leases (continued)
As at 30 June 2021 Lease liability Right of use asset Income statement
£ £ £
Carrying value at 30 June 2020 (485,996) 512,061 -
Depreciation - (146,303) (146,303)
Interest (20,307) - (20,307)
Lease payments 162,000 - -
Carrying value at 30 June 2021 (344,303) 365,758 (166,610)
Reconciliation of lease liabilities Operating cash flow Financing cash flow Non-cash Total
£ £
£ £
As at 1 July 2020 - - - 485,996
Cash flows:
Interest paid (20,307) - - (20,307)
Liability reduction - (141,693) - (141,693)
Non-cash changes:
Interest expense - - 20,307 20,307
As at 30 June 2021 (20,307) (141,693) 20,307 (344,303)
Contractual maturity analysis of lease liabilities as at 30 June 2022
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
£ £ £ £ £
Lease liabilities 40,500 121,500 40,500 - 202,500
18. Deferred tax
Deferred tax is calculated in full on temporary differences under the
liability method using the tax rate of 17% which came into effect from 1 April
2020. The movement on the deferred tax account is as shown below:
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
At 1 July 471,000 452,000 55,000 151,000
(153,000) 19,000 1,000 (96,000)
Tax credit (de-recognised)/ recognised in group income statement
At 30 June 318,000 471,000 56,000 55,000
The deferred tax asset has been recognised in relation to forecast taxable
profits which are considered probable.
Losses to offset against future trading profits at 30 June 2022 amounted to
approximately £8,300,000 (2021: £8,500,000).
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
19. Share capital
Company Shares Share Capital Share Premium
£
Allotted and fully paid: of 12.5p each £
As at 1 July 2021 13,327,811 1,665,976 92,360
September 2021 - Exercise of options at 64.5p 45,000 5,625 23,401
As at 30 June 2022 13,372,811 1,671,601 115,761
Share options
Under the Company's approved 2002 Share Option Scheme, certain Directors and
employees held options at 30 June 2022 for unissued Ordinary Shares of 12.5
pence each as follows:
Share options At 1 July Granted Exercised Lapsed At 30 June Exercise price Normal exercise period
2021
2022
Employees: 125,000 - (25,000) - 100,000 64.50 pence 25 Apr 20 - 24 Apr 27
50,000 - - - 50,000 110.00 pence 30 Jun 21 - 29 Jun 28
55,000 - - (23,000) 32,000 196.00 pence 30- Jun 22 - 27 Sep 29
75,000 - - - 75,000 164.50 pence 30 Jun 23 - 2 Oct 30
- 73,500 - - 73,500 130.50 pence 30 Jun 24 - 11 Oct 31
Directors:
Richard Last 24,762 - - (24,762) - 64.50 pence 25 Apr 20 - 24 Apr 27
Geoff Wicks 30,000 - - - 30,000 164.50 pence 30 Jun 23 - 2 Oct 30
Louise Barton 40,000 - - (40,000) - 23.75 pence 1 Sep 17 - 31 Aug 21
20,000 - (20,000) - - 64.50 pence 25 Apr 20 - 24 Apr 27
Matthew Jeffs 100,000 - - - 100,000 110.00 pence 30 Jun 21 - 29 Jun 28
50,000 - - (50,000) - 196.00 pence 30- Jun 22 - 27 Sep 29
50,000 - - - 50,000 164.50 pence 30 Jun 23 - 2 Oct 30
- 50,000 - - 50,000 130.50 pence 30 Jun 24 - 11 Oct 31
Total 619,762 123,500 (45,000) (137,762) 560,500
Weighted average exercise price 120.2 pence 130.5 pence 64.5 pence 122.3 pence 126.4 pence
The number of options exercisable at 30 June 2022 was 282,000 (at 30 June
2021: 359,762), these had a weighted average exercise price of 103.6 pence
(2021: 78.9 pence).
The weighted average share price as at the exercise date of the shares
exercised in the year was 64.5 pence (2021: 43.2 pence) and of the shares were
forfeited in the year was 122.3 pence (2021: 196.0).
Options granted under the Company's approved 2002 Share Option Scheme are
forfeited when the Optionholder ceases to be a Director or employee of a
Participating Company. The Directors may before the expiry of 3 months
following cessation of employment permit an Optionholder to exercise their
Option within a period ending no later than 12 months from the cessation of
employment.
The highest price of the Company's shares during the year was 175.0 pence, the
lowest price was 72.0 pence and the price at the year-end was 73.5 pence.
The weighted average remaining contractual life of share options outstanding
at 30 June 2022 was 7 years (2021: 7 years).
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
19. Share capital (continued)
Share-based payments
The Group operates an approved Share Option Scheme for the benefit of
Directors and employees. Options are granted to acquire shares at a specified
exercise price at any time following but no later than 10 years after the
grant date. There are no performance conditions on the exercise of the options
granted prior to 1 July 2018. The performance conditions of those granted
after 1 July 2018 which apply to executive directors and certain key staff,
are set out below.
The options issued in November 2018, September 2019**, October 2020 and in
October 2021 will be exercisable from 30 June 2021, 30 June 2022, 30 June 2023
and 30 June 2024 respectively, dependent on the Company's compound annual rate
of growth in fully diluted earnings* for the three financial years ending 30
June 2022, 2023, and 2024, respectively.
Options issued date Exercisable from Dependent on the Company's compound annual rate of growth in fully diluted
earnings* for the three financial years ending
November 2018 30 June 2021 30 June 2021
October 2020 30 June 2023 30 June 2023
October 2021 30 June 2024 30 June 2024
The Options will vest subject to performance criteria as follows:
- compound annual earnings growth of 10% or more - fully vested (100%);
- compound annual earnings growth between 5%-10% - partial vesting between 0%
and 100% on a sliding scale; and
- compound annual earnings growth of 5% and below - nil.
Any Ordinary Shares arising from the vesting of Options must be held for
a period of two years after vesting.
* Fully diluted earnings will be based on: (a) the Company's pre-tax
profit excluding exceptional items and the share option
charge and (b) the current UK corporation tax rate of 19%, such that the
fully diluted earnings calculation takes no account
of R&D and deferred tax credits. For the purposes of the fully
diluted earnings calculation, the applied rate of corporation tax
will remain constant at 19% irrespective of any current or future changes
to corporation tax.
** 70,000 options issued in September 2019 lapsed on 30 June 2022 as compound
annual earnings growth targets for the financial years ended 30 June 2020,
2021 and 2022 were not achieved.
The fair value of options is valued using the Black-Scholes pricing model. An
expense of £116,612 (2021: £115,866) has been recognised in the period in
respect of share options granted. The cumulative share option reserve at 30
June 2022 is £270,805 (2021: £271,207).
The inputs into the Black-Scholes pricing model are as follows:
Directors & Employees
Grant date 25 Apr 2017 29 Nov 2018 27 Sep 2019 2 Oct 2020 11 Oct 2021
Exercise price 64.5 pence 110.0 pence 196.0 pence 164.5 pence 130.5 pence
Expected life 10 years 10 years 10 years 10 years 10 years
Expected volatility 50% 50% 50% 49% 45%
Risk free rate of interest 0.5% 0.75% 0.75% 0.00% 0.60%
Dividend yield Nil Nil Nil 0.01% 0.01%
Fair value of option 36.7 pence 57.0 pence 115.0 pence 91.92 pence 70.03 pence
Volatility has been estimated based on the historic volatility over a period
equal to the expected term from the grant date.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
20. Reserves
Details of the movements in reserves are set out in the Statement of Changes
in Equity. A description of each reserve is set out below.
Share capital reserve
This is used to record the aggregate nominal amount of the Company's shares on
issue.
Share premium account
This is used to record the aggregate amount or value of premiums paid when the
Company's shares are issued at a premium, net of issue costs, less amounts
cancelled by court order.
Share option reserve
This relates to the fair value of options granted which has been charged to
the income statement over the vesting period of the options, less amounts
transferred to retained earnings.
Retained earnings
This relates to accumulated profits and losses together with distributable
reserves arising from capital reductions, less amounts distributed to
shareholders.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
21. Net cash generated from operations - Group
2022 2021
£ £
Operating profit
758,272 1,043,361
Depreciation charge 153,594 155,954
Non cash share option charges 116,612 115,867
Lease interest paid (13,550) (20,307)
Other interest paid (60) -
Decrease/(increase) in trade and other receivables 126,624 (277,686)
Decrease in trade and other payables (31,884) (207,630)
Cash generated from operations 1,109,608 809,559
Net cash generated from operations - Company
2022 2021
£ £
Operating profit 265,860 274,671
Non cash share option charges 116,612 115,867
Increase in trade and other receivables (59,270) (82,057)
Increase/(decrease) in trade and other payables 6,873 (97,561)
Cash generated from operations 330,075 210,920
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
22. Related party transactions
Group
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are disclosed in this part
of the note.
Key management compensation
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Group. In the
opinion of the Board, the Group's key management are the Directors of
Arcontech Group PLC. Information regarding their compensation is given in
notes 8 and 19 for each of the categories specified in IAS 24 Related Party
Disclosures. All emoluments given in notes 8 and 19 relate to short-term
employee benefits and there are no post-employment or other long-term
benefits.
The financial statements include the following amounts in respect of services
provided to the Group:
Company
Transactions between the Parent Company and its subsidiaries during the year
were as follows:
Management charges payable by subsidiaries £536,216 (2021: £534,094).
The amounts due from/to subsidiaries at the balance sheet date were as
follows:
2022 2021
£
£
Amount due from subsidiaries 7,098,581 7,223,539
Less: Provision for impairment (3,788,180) (3,964,671)
Amount due from subsidiaries - net 3,310,401 3,258,868
During the year a provision of £176,491 was released (2021: £185,654) in
respect of balances due from subsidiaries.
2022 2021
£
£
Amount due to subsidiaries 536,216 534,094
536,216 534,094
23. Dividends
A final dividend of 3.25 pence will be proposed at the Annual General Meeting
but has not been recognised as it requires approval (2021: 2.75 pence).
24. Material non-cash transactions
There were no material non-cash transactions during the period.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
25. Financial instruments
The Group's financial instruments comprise cash and cash equivalents, and
items such as trade payables and trade receivables, which arise directly from
its operations. The main purpose of these financial instruments is to provide
finance for the Group's operations.
The Group's operations expose it to a variety of financial risks including
credit risk, liquidity risk and interest rate risk. Given the size of the
Group, the Directors have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the Board. The policies set by
the Board of Directors are implemented by the Company's finance department.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables.
The Group has implemented policies that require appropriate credit checks on
potential customers before sales are made. The amount of exposure to any
individual counterparty is subject to a limit, which is reassessed annually by
the Board. Trade receivables are considered in default and subject to
additional credit control procedures when they are more than 30 days past due
in line with industry practice. Trade receivables are only written off when
there is no reasonable expectation of recovery due to insolvency of the
debtor.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
Group Group Company Company
2022
2021
2022
2021
£
£
£
£
Trade receivables 196,541 330,740 - -
Cash and cash equivalents 6,026,468 5,395,457 1,074,294 1,077,741
Amounts owed by group undertakings - - 3,310,401 3,258,868
6,223,009 5,726,197 4,384,695 4,336,609
Interest rate risk
The Group has interest bearing assets and no interest-bearing liabilities.
Interest bearing assets comprise only cash and cash equivalents, which earn
interest at a variable rate.
The Group has not entered into any derivative transactions during the period
under review.
The Group does not have any borrowings.
The Group's cash and cash equivalents earned interest at variable rates,
between 1.20% below bank base rate and 0.2% below bank base rate and at
fixed/variable rates of between 0.06% below (2021: 0.15% below bank base rate
and 0.5% above bank base rate and at fixed/variable rates of between 0.25% and
1.50%).
Liquidity risk
The Group has no short-term debt finance. The Group monitors its levels of
working capital to ensure that it can meet its liabilities as they fall due.
The Group's only financial liabilities comprise trade payables and other
payables and accruals, excluding deferred income, with a carrying value equal
to the gross cash flows payable of £568,496 (2021: £441,018) all of which
are payable within 6 months.
Notes to the Financial Statements
For the year ended 30 June 2022 (continued)
25. Financial instruments (continued)
Market risk and sensitivity analysis
Equity price risk
The Directors do not consider themselves exposed to material equity price risk
due to the nature of the Group's operations.
Foreign currency exchange risk
The Directors do not consider themselves exposed to material foreign currency
risk due to the nature of the Group's operations. All invoices are raised in
sterling.
Interest rate risk
The Group is exposed to interest rate risk as a result of positive cash
balances, denominated in sterling, which earn interest at variable and fixed
rates. As at 30 June 2022, if bank base rate had increased by 0.5% with all
other variables held constant, post-tax profit would have been £30,132 (2021:
£26,977) higher and equity would have been £30,132 (2021: £26,977) higher.
Conversely, if bank base rate had fallen 0.5% with all other variables held
constant, post-tax profit would have been £30,132 (2021: £26,977) lower and
equity would have been £30,132 (2021: £26,977) lower.
26. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and maintain an optimal capital structure.
The Group defines capital as being share capital plus reserves. The Board of
Directors continually monitors the level of capital.
The Group is not subject to any externally imposed capital requirements.
27. Ultimate controlling party
There is no ultimate controlling party.
28. Copies of these statements
Copies of this statement are available from the Company Secretary at the
Company's registered office at 1(st) Floor, 11-21 Paul Street, London, EC2A
4JU or from the Company's website at www.arcontech.com
(http://www.arcontech.com) .
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