Access Intelligence - FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2021
25/04/2022 07:00
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RNS Number : 1273J Access Intelligence PLC 25 April 2022
25 April 2022
ACCESS INTELLIGENCE PLC
("Access Intelligence", the "Company" or the "Group")
FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2021
Access Intelligence Plc (AIM: ACC), the technology innovator delivering
Software-as-a-Service ("SaaS") solutions for the global marketing and
communications industries, announces its final results for the year ended 30
November 2021.
Highlights
· 2021 was a transformative year for the Group, combining accelerating
organic growth in its existing EMEA & North America business alongside the
acquisition of Isentia, a leading media intelligence company in Australia and
across the Asia Pacific region.
· New client wins during the year included Adecco, ASDA, BASF, Capita,
Danone, EY, Eli Lilly, Financial Times Group, Gymshark, Havas, Hertz, Hewlett
Packard, Lloyds Pharmacy, L'Oreal, Mastercard, McLaren Automotive, Pfizer, Red
Bull Racing, Reddit, Sainsbury's, Sony Music Entertainment, Starling Bank,
TalkTalk, Twitch, UNICEF and William Grant & Sons.
· Annual Contract Value ("ACV") base increased by 169% to £58.9
million (2020: £21.9 million). The Group delivered organic ACV growth of
£5.0 million (23%) whilst the acquisition of Isentia added another £32.0
million of ACV.
· Revenue increased by 75% year-on-year to £33.3 million (2020: £19.1
million). Excluding Isentia, revenue increased organically by 21% to £23.1
million.
· Adjusted EBITDA loss for the year of £0.5 million (2020: profit of
£0.7 million), reflecting additional investments made in the Group's product
suite, alongside expanded sales and marketing activity to drive future growth.
· At 30 November 2021, cash balance was £13.5 million (2020: £1.4
million).
Christopher Satterthwaite, Non-Executive Chairman of Access Intelligence,
commented:
"Access Intelligence's strong organic performance against the backdrop of the
pandemic, in addition to the acquisition of Isentia, APAC's market-leading
media monitoring and insights brand, makes 2021 a landmark year for the Group.
It now has an established global infrastructure, which is set up to drive
growth through cross-sell and upsell, and support further expansion by
unlocking new buyer types and markets. Overall, we are pleased with the
progress being made with the integration of Isentia and continue to trade in
line with expectations.
The Group's shared product expertise and operational excellence also enables
it to deliver the next generation of audience intelligence to blue chip
organisations around the world."
For further information:
Access Intelligence Plc 020 3426 4024
Joanna Arnold (CEO)
Mark Fautley (CFO)
finnCap Limited (Nominated Adviser and Broker) 020 7220 0500
Corporate Finance:
Marc Milmo / Kate Bannatyne / Fergus Sullivan
Corporate Broking:
Alice Lane / Sunila de Silva
Forward looking statements
This announcement contains forward-looking statements.
These statements appear in a number of places in this announcement and include
statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, revenue, financial
condition, liquidity, prospects, growth, strategies, new products, the level
of product launches and the markets in which we operate.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors.
These factors include any adverse change in regulations, unforeseen
operational or technical problems, the nature of the competition that we will
encounter, wider economic conditions including economic downturns and changes
in financial and equity markets. We undertake no obligation publicly to update
or revise any forward-looking statements, except as may be required by law.
This announcement contains an extract from the Access Intelligence Plc Annual
Report 2021.
Chairman's Statement
The roles of marketing and communications professionals came under the
spotlight more than ever in 2021 as brands and organisations navigated highly
volatile marketplaces. Mis- and disinformation continue to present obstacles
for all types of organisation, fuelling unprecedented challenges to the trust
and reputation of all society's leaders and stakeholders.
Crises of communication have become an inevitability and best-in-class
communication strategies now rely on constant innovation.
Agile organisations and brands that embrace the need for 24/7 market
intelligence are prepared for this new environment; those that do not leave
themselves at risk.
Group growth
Access Intelligence (the "Group") has demonstrated strong organic growth in
the rapidly evolving intelligence sector. It continues to take market share in
its core business, while investing in its omnichannel platform. Investment in
innovation provides audience intelligence in real time, driving the strategic
activities of marketers, communicators, PR practitioners, lobbyists and
advertisers, satisfying each function's need to understand current and
potential customers' behaviour, awareness and intent.
It is supported by partnerships with the world's largest data providers and
social media platforms - including Twitter, Reddit and Twitch - which use the
Group's tools and services to understand the value of their own platforms, and
their respective clients' audience engagement.
It was also a transformational year for the Group, with the acquisition of
Isentia providing access to new marketplaces in APAC. The Group now has a
global client base in excess of 6,000 across four continents and 10 markets.
In addition the acquisition created the commercial and operational
infrastructure for the Group to deliver against its strategy of offering
solutions to global customers' reputation management worldwide.
Transformation requires extraordinary commitment from management, members of
staff and shareholders alike. I would like to thank all for their support as
we have continued to deliver against our growth strategy in 2021 while
implementing the integration of Isentia.
People driving change
As the Group's operations have globalised, the Board has been strengthened
with new appointments in Sarah Vawda, former Corporate Development Director at
Johnson Matthey; Katie Puris, Head of Global Brand and Creative at TikTok; and
Lisa Gilbert, Vice President of Brand, Sponsorship & Content at Kyndryl,
formerly IBM. It is a source of pride throughout the Group to be part of a
progressive business, which now has a Board with a 4:3 female:male split.
Sarah, Katie and Lisa are experts in their domains, with skillsets in audit,
M&A, corporate development, strategy, marketing and communications, which
align with the Group strategy and match the overall profile of its buyer
types.
The near-total easing of restrictions in the UK has allowed the Group's
London-based head office to reopen fully, with a majority of EMEA colleagues
now working on a hybrid basis. Our people continue to provide excellence in
customer service and deliver product innovations that are unmatched in the
market.
A resilient model
Access Intelligence is a software as a service (SaaS) business with a growing
recurring revenue base of subscriptions, typically on annual or multiyear
contracts. This is a secure and sustainable model that enables accelerating
revenue growth to be delivered through an efficient and scalable cost
structure.
The Group maintains a technology-first approach to both customer-facing
products and in-house systems and is focused on leveraging these globally to
maximise benefits for customers and economies of scale internally.
The confidence the business model provides, and the continued adaptability of
our people, is reflected in the extraordinary client wins achieved across the
Group in 2021. These include: Adecco, ASDA, BASF, Capita, Danone, EY, Eli
Lilly, Financial Times Group, Gymshark, Havas, Hertz, Hewlett Packard, Lloyds
Pharmacy, L'Oreal, Mastercard, McLaren Automotive, Pfizer, Red Bull Racing,
Reddit, Sainsbury's, Sony Music Entertainment, Starling Bank, TalkTalk,
Twitch, UNICEF and William Grant & Sons.
In APAC, we also added Apple Thailand, Australian Digital Health Agency,
Financial Services Council, KFC, Lululemon Athletica, Ministry of Transport
(Singapore), Pernod Ricard, Pfizer, Publicis, Roche, SAAB Australia and
Transdev Australia.
Data management as a core discipline
Global operations have exposed the Group to a myriad of data regulations,
which change depending on the local or regional authority.
Ethical data security and management continues to be a focus for the Group,
which achieved the ISO/IEC 27001 certification to confirm its ongoing
commitment to apply the most rigorous risk management models to protect
information and data belonging to both the Group and its clients. This is
especially beneficial to international clients who rely on their SaaS
providers to ensure compliance consistency around the world.
The Group upholds the strictest standards in its media measurement and
insights services. In 2021, the brands Vuelio and Pulsar joined Isentia as
official members of the International Association for the Measurement and
Evaluation of Communication (AMEC), which is the leading professional body for
media intelligence and insights.
Innovation and impact
The Group continues to invest in driving innovation within its product
offering that strengthens its audience intelligence, data coverage and machine
learning capabilities, including partnerships that target misinformation and
fake news.
Through these developments, the Group is creating a continual loop between
insight, strategy, execution and optimisation - allowing clients to respond in
real time to intelligence and learn from the experience. This approach secures
new business wins and improves retention, as clients embed the Group's product
suite into their operations.
Current trading
During the first quarter of 2022 the Group's EMEA and North America business
has continued to grow with improved upsell compared to Q1 2021 as some of our
largest customers have continued to increase their spend through adding
additional services or departments to their contracts.
New client wins in EMEA and North America include Allianz, Aston Martin
Lagonda, Department for Business Energy and Industrial Strategy, E.ON, HS2,
Institute for Fiscal Studies, Itsu, John Lewis, KPMG, Skanska, Trustpilot and
Wateraid.
In APAC, performance in the ANZ market has remained stable during the first
quarter with commercial teams focused on winning and renewing long-term
sustainable business. New business wins in ANZ during the quarter have
included former customers who have returned due to improved content relevance
and better customer service. Whilst ANZ remains a competitive environment, the
Group maintains a sizeable market share and is encouraged by the strength of
its customer relationships and the resultant opportunity for longer-term
revenue expansion through cross sell of the wider Group product suite. We have
released Pulsar into the ANZ market and are pleased with the engagement this
has had with clients. We have also recruited a Pulsar sales team in ANZ who
are actively working on new opportunities. These efforts have resulted in a
growing pipeline of opportunities with both existing and prospective customers
and first sales of Pulsar in the region.
In South East Asia, the ongoing socioeconomic climate remains challenging and
the Group is conscious of the current dynamics in this market. Access
Intelligence remains encouraged that the longer-term growth opportunity in the
region continues to exist and continues to adapt its approach to improve
operational efficiency while remaining well placed to take advantage when
conditions improve.
New client wins in APAC include Ausgrid, Change.org, Chevron, Domino's Pizza,
Estee Lauder, FamilyMart, H&M, Netflix, Nestle, NHFIC, Ogilvy, SAS Group,
Special Olympics Australia, StudioCanal, Tiffany & Co, UnitingCare,
Windlab and Woodside Energy.
Overall, we are pleased with the progress being made with the integration of
Isentia and continue to trade in line with expectations.
The results for the year are a testament to our growing team, with each
territory contributing to overall performance and driving innovation to keep
the Group evolving.
Access Intelligence is now a truly international business serving clients in
multiple languages and nearly every time zone.
The group remains committed to growth in the service of our clients who
continue to face the complex challenges of the information age where real and
timely intelligence is valued at a premium.
C Satterthwaite
Chairman
Strategic Report (extract)
Results
2021 has been a transformative year for the Group, combining accelerating
organic growth in its existing EMEA & North America business alongside the
acquisition of Isentia, a leading media intelligence company in Australia and
across the Asia Pacific region. The acquisition has enabled the Company to
benefit from greater scale, a broader product offering and greater geographic
reach. It also is an ideal platform for cross-selling opportunities for Access
Intelligence's audience intelligence and social listening offering.
One of the key financial metrics monitored by the board is the change in the
customer Annual Contract Value ('ACV') base year-on-year. The change in ACV
base reflects the annual value of new business won, plus upsells into our
existing customer base, less any customer losses. It is an important metric
for the Group as it is a leading indicator of future revenue.
During 2021, increased new business and higher renewal rates saw the ACV base
of the Group excluding Isentia grow organically by £5.0 million (23%) from
£21.9 million to £26.9 million. In the prior year, the Group had delivered
organic growth of £3.9 million (21%). Including Isentia's ACV of
approximately £32.0 million, total ACV for the Group at 30 November 2021 was
£58.9 million, reflecting 169% year on year growth.
Revenue increased by 75% year-on-year to £33,296,000 (2020: £19,070,000).
Excluding Isentia, revenue increased by 21% year-on-year to £23,082,000
(2020: £19,070,000).
Recurring revenue comprised 93% of the total (2020: 94%), with sales teams
incentivised to focus on high contribution SaaS products.
The Group had an adjusted loss before interest, tax, depreciation and
amortisation (Adjusted EBITDA loss) for the year of £528,000 (2020: profit of
£686,000). Excluding Isentia, the Group's Adjusted EBITDA loss for the year
was £1,602,000 (2020: profit of £686,000).
The Directors believe that the disclosure of Adjusted EBITDA provides
additional useful information on the core operational performance of the Group
to shareholders, and review the results of the Group on an adjusted basis
internally. The term 'adjusted' is not a defined term under IFRS and may not
therefore be comparable with similarly titled profit measurements reported by
other companies. It is not intended to be a substitute for, or superior to,
IFRS measurements of profit. Adjustments are made in respect of the Group's:
• Non-recurring administrative expenses;
• Share of profit or loss of associates; and
• Share-based payment charges.
Adjusted EBITDA excludes a share of loss of associate of £228,000 (2020:
£160,000), a share-based payments charge of £383,000 (2020: £107,000), and
non-recurring administrative expenses of £3,855,000 (2020: £2,479,000).
Non-recurring administrative costs include expenses related to: legal and due
diligence costs in respect of the acquisition of Isentia and evaluation of
other potential acquisitions of £3,529,000 (2020: £1,269,000); migration and
integration of Isentia, Pulsar and ResponseSource of £264,000 (2020:
£756,000); compensation and notice payments to staff arising from
post-acquisition restructuring of £Nil (2020: £445,000); and other
non-recurring income of £62,000 (2020: £9,000 expense).
The Group's earnings before interest, tax, depreciation and amortisation
(EBITDA) loss for the year was £4,994,000 (2020: loss of £2,060,000).
Excluding Isentia, the Group's EBITDA loss for the year was £3,385,000 (2020:
loss of £2,060,000).
Loss before taxation was £9,557,000 (2020: £5,746,000). In arriving at the
loss before taxation, the Group has incurred £330,000 of net financial
expense (2020: £371,000) and charged £4,233,000 in depreciation and
amortisation (2020: £3,315,000). £1,371,000 of this charge related to the
amortisation of intangible assets arising on acquisition (2020: £1,280,000).
The Group did not have any discontinued operations during the year (2020:
None). 2022 will see continued focus on the integration of Isentia as the
Group looks to expand its offerings globally to increase revenue and
profitability.
Loss per share
The basic loss per share was 8.73p (2020: 7.06p).
Cash
Cash at the year-end stood at £13,456,000 (2020: £1,403,000). The Group had
no debt at the year end (2020: £Nil). The total increase in cash and cash
equivalents during the year was £12,053,000 (2020: decrease of £598,000).
The net cash outflow from operations during the year was £2,379,000 (2020:
inflow of £2,258,000), which included expenses incurred in respect of the
acquisition of Isentia (see Note 7).
The net cash outflow from investing activities for the year was £44,238,000
(2020: outflow of £2,253,000), reflecting the acquisition of Isentia, an
increased investment in the Group's products and a further investment in an
associate entity.
The net cash inflow from financing activities for the year was £58,646,000
(2020: outflow of £603,000), reflecting funds raised for the Isentia
acquisition and increased investment in sales and marketing, plus interest and
lease liability repayments in respect of the Group's head office.
On 9 December 2020, the company announced the placing of 12,500,000 shares at
a price of 80p per share to raise gross proceeds of £10,000,000. Net proceeds
received were £9,630,000. Also, on 9 December 2020, the Company announced
that it had secured a £2,000,000, three-year facility under the Coronavirus
Business Interruption Loan Scheme (CBILS). The facility was drawn down during
December 2020, had a 12-month interest-free period following drawdown and an
interest rate of 2.03% plus LIBOR or replacement benchmark rate per annum on
the drawn down amount thereafter. The funds were repayable in equal monthly
instalments over 36 months and there was no penalty for making early repayment
of the facility. The facility was repaid in September 2021 in conjunction with
the completion of the Isentia acquisition.
On 15 June 2021, the company announced the placing of 39,847,658 shares and a
subscription for 1,819,009 shares at a price of 120p per share to raise gross
proceeds of £50,000,000. Net proceeds received were £48,884,000.
Also on 15 June 2021, the company announced the successful completion of a
retail offer, allotting 1,211,204 new shares at 120 pence per ordinary share
to raise gross proceeds of £1,453,000. Net proceeds received were
£1,423,000.
At 31 March 2022, the Group's cash balance was £9,946,000.
Key performance indicators
Management accounts are prepared on a monthly basis and provide performance
indicators covering revenue, gross margins, EBITDA, result before tax, result
after tax, cash balances and recurring revenue. Recurring revenue is the
proportion of group revenue which is expected to continue in the future. The
key performance indicators for the year are:
£'m 2021 2020
Continuing Operations
Annual Contract Value base 58.9 21.9
Revenue 33.3 19.1
Gross margin (%) 75% 72%
Adjusted EBITDA - profit (0.5) 0.7
EBITDA - loss (5) (2.1)
Loss before taxation (9.6) (5.7)
Loss after taxation (8.7) (5.1)
Cash balances 13.5 1.4
Recurring revenue 30.8 18
These performance indicators are measured against both an approved budget and
the previous year's actual results. Further analysis of the Group's
performance is provided earlier in this Strategic Report.
Each month the Board assesses the performance of the Group based on key
performance indicators. These are used in conjunction with the controls
described in the corporate governance statement and relate to a wide variety
of aspects of the business, including: new business and renewal sales
performance; marketing, development and research activity; year to date
financial performance, profitability forecasting and cash flow forecasting.
Integration of Isentia and harmonisation of processes, policies and
procedures.
The integration of Isentia into the Access Intelligence Group has been
approached as a bringing together of separate businesses within a
complimentary partnership in a way that is sympathetic to local markets. The
consulting firm, FTI, was appointed to manage the integration as a program of
work, coordinating value creation and functional workstreams via an
Integration Management Office which is guided by a Steering Committee. People
from across the expanded Group make up all workstreams and the Steering
Committee. Joanna Arnold, Global CEO, relocated to Australia to play an active
role in the integration process. Value creation workstreams such as Product,
Sales and Insights, have been prioritised together with Finance functional
integration.
In Product, the Group is consolidating the systems underpinning the SaaS
platforms from which its brands Isentia, Pulsar and Vuelio operate into a
single global data infrastructure. This provides a number of commercial,
operational and technological advantages for the Group and its clients.
One of the main commercial actions of the integration was the roll-out of
Pulsar into the APAC region. Whilst Pulsar had previously sold into APAC from
the UK, the development of a sales team located in-region has allowed the
Group to target a new client base of marketing professionals in APAC in
addition to its existing client base. A senior Pulsar sales lead was relocated
to Sydney to head up this team and to ensure an effective transfer of sales
knowledge into the region. An investment was made to increase brand awareness
of Pulsar in APAC, which also allowed the signposting of the Group's strategy
of providing a broader proposition to the market.
Our approach to integration for our Insight products and services has two
phases; globalisation and innovation. Initially we prioritised the
globalisation of our existing Insight products and services to enable our
existing Insight teams to deliver a broader range of work for an increased set
of buyer types and use cases. Specifically, that meant bringing our Pulsar
Insight products to market across APAC through the training and upskilling of
existing Isentia teams. This allows us to target the commercial opportunity
that Pulsar has in APAC with minimal increased costs. The Insight integration
work is now progressing with a focus on innovation. This involves the creation
of net new Insight products and services built on the combined tools and skill
sets across Pulsar, Isentia and Vuelio Insight teams.
Initial financial integration efforts focussed on ensuring that effective
financial processes and controls were maintained across all territories while
also adapting Isentia financial reporting to ensure consistency with Group
reporting. Access Intelligence KPI reporting is now standardised across the
Group and commercial operations in the APAC region are focussed on building
long-term Annual Contract Value in line with the Group's approach in EMEA and
North America. The Group is also working towards harmonisation of CRM and
accounting systems globally. A project is currently progressing to migrate the
APAC region to the Group's instances of Salesforce and NetSuite, with
territories in South East Asia being the first to migrate.
To date, annualised synergies have been achieved in excess of £0.8m. Further
synergies are anticipated longer-term as Group systems consolidation results
in enhanced operational efficiency and elimination of duplication in data,
analysis and technology costs to provide a scalable, global cost base.
Consolidated Statement of Comprehensive Income
Year ended 30 November 2021
Note 2021 2020
£'000 £'000
Revenue 3 33,296 19,070
Cost of sales (8,243) (5,314)
Gross profit 25,053 13,756
Recurring administrative expenses (25,581) (13,070)
Adjusted EBITDA (528) 686
Non-recurring administrative expenses 5 (3,855) (2,479)
Share of loss of associate 12 (228) (160)
Share based payments 23 (383) (107)
EBITDA (4,994) (2,060)
Depreciation of tangible fixed assets 13 (336) (228)
Depreciation of right-of-use assets 17 (1,006) (645)
Amortisation of intangible assets - internally generated 12 (1,520) (1,162)
Amortisation of intangible assets - acquisition related 11 (1,371) (1,280)
Operating loss 5 (9,227) (5,375)
Financial Income 10 6
Financial expense 8 (340) (377)
Loss before taxation (9,557) (5,746)
Taxation credit 9 842 660
Loss for the year (8,715) (5,086)
Exchange gains/(losses) arising on translation of foreign operations 309 (8)
Total comprehensive income for the period attributable to the owners of the (8,406) (5,094)
Parent Company
Earnings per share 2021 2020
Basic loss per share 10 (8.73)p (7.06)p
Diluted loss per share 10 (8.73)p (7.06)p
Consolidated Statement of Financial Position
At 30 November 2021
Note 2021 2020
£'000 £'000
Non-current assets
Intangible assets 11 63,234 15,732
Investment in associate 12 716 57
Right-of-use assets 17 3,538 2,329
Property, plant and equipment 13 1,080 496
Deferred tax assets 21 4,144 18
Total non-current assets 72,712 18,632
Current assets
Trade and other receivables 14 13,695 6,156
Current tax receivables 1,346 548
Cash and cash equivalents 24 13,456 1,403
Total current assets 28,497 8,107
Total assets 101,209 26,739
Current liabilities
Trade and other payables 16 7,735 4,592
Accruals 6,888 1,209
Contract liabilities 18 12,144 8,122
Provisions 25 537 -
Lease liabilities 17 2,184 558
Total current liabilities 29,488 14,481
Non-current liabilities
Provisions 25 372 213
Lease liabilities 17 2,187 2,441
Deferred tax liabilities 21 8,153 520
Total non-current liabilities 10,712 3,174
Total liabilities 40,200 17,655
Net assets 61,009 9,084
Equity
Share capital 22 6,528 3,757
Treasury shares (148) (148)
Share premium account 74,419 17,242
Capital redemption reserve 395 395
Share option reserve 901 518
Foreign exchange reserve 309 -
Other reserve 502 502
Retained earnings (21,897) (13,182)
Total equity attributable to the equity holders of the Parent Company 61,009 9,084
Consolidated Statement of Changes in Equity
Year ended 30 November 2020
Share capital Treasury shares £'000 Share premium account £'000 Capital redemption reserve £'000 Share option reserve £'000 Foreign exchange reserve £'000 Other reserve £'000 Retained earnings £'000 Total £'000
£'000
Group
At 1 December 2019 3,961 (148) 17,242 191 411 - 502 (8,088) 14,071
Loss for the year - - - - - - - (5,086) (5,086)
Other comprehensive loss for the year - - - - - - - (8) (8)
Repurchase of share capital (204) - 204 - - - - - -
Share-based payments - - - - 107 - - - 107
At 30 November 2020 3,757 (148) 17,242 395 518 - 502 (13,182) 9,084
Loss for the year - - - - - - - (8,715) (8,715)
Other comprehensive loss for the year - - - - - 309 - - 309
Issue of Share Capital 2,771 - 57,177 - - - - - 59,948
Share-based payments - - - - 383 - - 383
At 30 November 2021 6,528 (148) 74,419 395 901 309 502 (21,897) 61,009
Share capital and share premium account
When shares are issued, the nominal value of the shares is credited to the
share capital reserve. Any premium paid above the nominal value is taken to
the share premium account. Access Intelligence plc shares have a nominal value
of 5p per share. Directly attributable transaction costs associated with the
issue of equity investments are accounted for as a reduction from the share
premium account.
Treasury shares
The returned shares are now held in treasury and attract no voting rights. The
return of shares has been accounted for in accordance with IAS 32 'Financial
instruments: Presentation' such that the instruments have been deducted from
equity with no gain or loss recognised in profit or loss. The balance on this
reserve represents the cost to the group of the treasury shares held.
Share option reserve
This reserve arises as a result of amounts being recognised in the income
statement relating to share-based payment transactions granted under the
Group's share option scheme. The reserve will fall as share options vest and
are exercised over the life of the options.
Capital redemption reserve
This reserve arises as a result of keeping with the doctrine of capital
maintenance when the Company purchases and redeems its own shares. The amounts
transferred into/out from this reserve from a purchase/redemption is equal to
the amount by which share capital has been reduced/increased, when the
purchase/redemption has been financed wholly out of distributable profits, and
is the amount by which the nominal value exceeds the proceeds of any new issue
of share capital, when the purchase/redemption has been financed partly out of
distributable profits.
Foreign exchange reserve
This reserve comprises of gains and losses arising on retranslating the net
assets of overseas operations into sterling.
Other reserve
This reserve arises as a result of the difference between the fair value and
the nominal value of consideration shares issued on acquisition for which
merger relief is taken under S612 of the Companies Act 2006.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of
the Group since inception of the business. Where subsidiary undertakings are
acquired, only profits and losses arising from the date of acquisition are
included.
Consolidated Statement of Cash Flow
Year ended 30 November 2020
Note 2021 2020
£'000
£'000
Loss for the year (8,715) (5,094)
Adjusted for:
Taxation 9 (842) (660)
Financial expense 8 340 377
Financial income (10) (6)
Depreciation and amortisation 11, 13, 17 4,233 3,315
Share based payments 383 107
Share of loss of associate 12 228 160
Operating cash outflow before changes in working capital (4,383) (1,801)
Decrease/(Increase) in trade and other receivables (938) 1,764
Increase in trade and other payables 1,426 1,121
Increase in contract liabilities 1,830 187
Decrease in provisions (9) -
Net cash inflow/(outflow) from operations before taxation (2,074) 1,271
Taxation paid (305) 987
Net cash inflow/(outflow) from operations (2,379) 2,258
Cash flows from investing
Interest received 10 6
Acquisition of property, plant and equipment 13 (106) (128)
Acquisition of software licenses 11 (83) (58)
Cost of software development 11 (3,428) (1,973)
Additional investment in associate 12 (887)
Loan to associate 12 - (100)
Acquisition of Isentia 6 (39,744) -
Net cash (outflow)/inflow from investing (44,238) (2,253)
Cash flows from financing activities
Interest paid (350) (377)
Drawdown of bank loans and other loans 15 2,000 -
Repayment of bank loans 15 (2,000) (23)
Lease liabilities paid (952) (203)
Issue of shares 22 61,465 -
Costs associated with share issue (1,517) -
Net cash inflow from financing 58,646 (603)
Net increase/(decrease) in cash and cash equivalents 24 12,029 (598)
Opening cash and cash equivalents 24 1,403 2,001
Exchange gains on cash and cash equivalents 24 -
Closing cash and cash equivalents 24 13,456 1,403
Notes to the Consolidated Financial Statements
1. General Information
Access Intelligence Plc ('the Company') and its subsidiaries (together the
'Group') provide software for companies looking to build, maintain and protect
their reputation through communications management.
The Company is a public limited company under the Companies Act 2006 and is
listed on the AIM market of the London Stock Exchange and is incorporated and
domiciled in the UK. The address of the Company's registered office is
provided in the Directors and Advisers page of the Annual Report.
The financial information set out in this preliminary announcement does not
constitute statutory accounts for the purposes of the Companies Act 2006.
The statement of financial position at 30 November 2021, the Statement of
Comprehensive income , Statement of changes in equity, Statement of cash flow
and associated notes for the year ended 30 November 2021 have been extracted
from the Group's 2021 financial statements upon which the auditor opinion is
unqualified.
2. Accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below.
These policies have been applied consistently to all the years presented,
unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act
2006. The consolidated financial statements have been prepared under the
historical cost convention and on a going concern basis.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies.
Going concern
The Strategic Report and opening pages to the annual report discuss Access
Intelligence's business activities and headline results, together with the
financial statements and notes which detail the results for the year, net
current liability position and cash flows for the year ended 30 November 2021.
The Board has further considered three year financial forecasts, which
included detailed 19-month cash flow forecasts from the date of signing the
accounts. These forecasts contained assumptions around new business and upsell
being reduced by 20% and renewal rates also decreasing by 5% compared to
expected levels, whilst only minimal cost reduction initiatives were assumed.
These assumptions are expected to result in a 2% reduction in FY22 revenue and
a 4% reduction in FY23 revenue, with a 4% reduction in FY22 EBITDA and a 33%
reduction in FY23 EBITDA. The results of these adverse forecasts confirm that
the Group will be able to continue to operate for at least 12 months from the
date of this report. The Board considers the assumptions used therein to be
reasonable and reflective of the long-term 'software as a service' contracts
and contracted recurring revenue.
The Group meets its day to day working capital requirements through its cash
balance but also maintains relationships with a number of financial
institutions and believes that, should it be required, it would be able to put
in place an appropriate working capital facility. It did not have a bank loan
or overdraft at the year-end and had a net cash balance of £13,456,000.
As at the date of this report, the directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing the financial
statements.
Significant judgements in applying the Group's accounting policies
The areas where the Board has made critical judgements in applying the Group's
accounting policies (apart from those involving estimations which are dealt
with separately below) are:
a. Recognition of deferred tax assets
Judgement is applied in the assessment of deferred tax assets in relation to
losses to be recognised in the financial statements. As the Group has not been
generating taxable profits for the last few years, the Board has judged that
deferred tax assets should only be recognised to the extent that they offset a
deferred tax liability. At 30 November 2021, the Group recognised a deferred
tax asset of £4,144,000 (2020: £18,000) and a deferred tax liability of
£8,153,000 (2020: £520,000). See Note 21 for further detail.
b. Capitalisation of development costs
Management applies judgement when determining the value of development costs
to be capitalised as an intangible asset in respect of its product development
programme. Judgements include the technical feasibility, intention and
availability of resources to complete the intangible asset so that the asset
will be available for use or sale and assessment of likely future economic
benefits. During the year, the Group capitalised £3,428,000 (2020:
£1,973,000) of development costs. See Note 11 for further detail.
c. Accounting for acquisitions
Management applies judgement in accounting for acquisitions, including
identifying assets arising from the application of IFRS 3 Business
combinations, undertaking Purchase Price Allocation exercises to allocate
value between assets acquired, including the allocation between intangible
assets and goodwill. See Note 6 for further detail.
d. Identification of cash generating units for goodwill
impairment testing
Judgement is applied in the identification of cash-generating units ("CGUs").
The Directors have judged that the primary CGUs used for impairment testing
should be: EMEA & NA, comprising AIMediaData Limited, Access Intelligence
Media and Communications Limited, ResponseSource Ltd, Vuelio Australia Pty
Limited, Fenix Media Limited and Face US Inc; and APAC, comprising the
acquired Isentia entities. See Note 11 for further detail.
e. Non-recurring administrative expenses
Due to the Group's significant acquisition-related activity in recent years,
there are a number of items which require judgement to be applied in
determining whether they are non-recurring in nature. In the current year
these relate largely to: legal and due diligence costs in respect of the
acquisition of Isentia and the evaluation of other potential acquisitions of
£3,529,000; and migration and integration costs in respect of the Isentia
acquisition of £264,000. See Note 5 for further detail.
f. Research and Insights revenue
Judgement is required to assess the proportion of revenue to recognise for
Research and Insights contracts based on milestones completed. Estimates of
the extent of progress towards completion are revised if circumstances change
with changes to estimated revenues being recognised in the period in which the
circumstances which give rise to revision become known to management.
g. Control of associates
The Group holds a 21.4% stake in Track Record Holdings Limited. Management has
applied judgement in assessing that the Group has significant influence over
this company and it is therefore appropriate to treat Track Record Holdings
Limited as an associate. On the basis that the Group has appointed a director
to the board of Track Record Holdings Limited, it has been assessed that the
Group has significant influence but not control over the company and therefore
it is appropriate to treat Track Record Holdings Limited as an associate.
Significant estimates in applying the Group's accounting policies
The areas where the Board has made significant estimates and assumptions in
applying the Group's accounting policies are:
a. Valuation of acquired intangible assets
Acquisitions may result in the recognition of intangible assets, such as brand
value, customer relationships, databases and software platforms. These assets
are valued using a discounted cash flow model or a relief from royalty method.
In applying these valuation methods, a number of key assumptions are made in
respect of discount rates, growth rates, royalty rates and the estimated life
of intangibles. During the current year, such estimates were made in respect
of the Isentia acquisition. See Note 11 for further detail.
b. Carrying value of goodwill
The Group uses forecast cash flow information and estimates of future growth
to assess whether goodwill is impaired. Key assumptions include the EBITDA
margin allocated to each CGU, the growth rate to perpetuity and the discount
rate. If the results of an operation in future years are adverse to the
estimates used for impairment testing, impairment may be triggered at that
point. Further details, including sensitivity testing, are included within
Note 6.
c. Expected credit losses
Under the IFRS 9 simplified approach, an expected credit loss provision is
calculated by segmenting debtors into categories and estimating a credit loss
risk percentage for each category.
Using this approach, a provision of £637,000 was estimated at 30 November
2021. See Note 14 for further detail.
d. Share-based payment charges
Under IFRS 2, a share-based payments charge must be recognised in respect of
share options issued in the current and prior year. Estimates included within
the calculation of the share-based payments charge include those around
volatility, risk free rates, dividend yields, staff turnover and early
exercise behaviour. See Note 23 for further detail.
New standards and interpretations
The adoption of the following mentioned amendments in the current year have
not had a material impact on the Group's/Company's financial statements.
• Amendments to References to Conceptual Framework in IFRS Standards
• Definition of a Business (Amendments to IFRS 3)
• Definition of Material (Amendments to IAS 1 and IAS 8)
• Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
• COVID-19-Related Rent Concessions (Amendment to IFRS 16)
New standards, amendments and interpretations issued but not yet effective
The standards and interpretations that are issued, but not yet effective, up
to the date of issuance of the Group's financial statements are disclosed
below. The Group intends to adopt these standards, if applicable, when they
become effective.
• Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 29, IFRS
7, IFRS 4, and IFRS 16)
• References to the Conceptual Framework (Amendments to IFRS 3)
• Proceeds before intended use (amendments to IAS 16)
• Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
• Annual Improvements to IFRS Standards 2018-2020
Cycle (Amendments to IFRS 1, IFRS 9, IFRS 16, IAS 41)
• Insurance Contracts
• Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to
IFRS 4)
• Classification of Liabilities as Current or Non-current (Amendments to IAS
1)
It is not anticipated that these standards will have a material impact on the
Group's/Company's financial statements.
Basis of consolidation
The Group financial statements comprise the financial statements of the
Company and all of its subsidiary undertakings made up to the financial
year-end. Subsidiaries are entities that are controlled by the Group. The
company controls an investee if all three of the following elements are
present: power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control. The
financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases.
The results of subsidiary undertakings acquired or disposed of in the year are
included in the Group statement of comprehensive income from the effective
date of acquisition or to the effective date of disposal. Accounting policies
are consistently applied throughout the Group. Inter-company balances and
transactions have been eliminated. Material profits from inter-company sales,
to the extent that they are not yet realised outside the Group, have also been
eliminated.
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Investments in associates are accounted for using the equity
method of accounting after initially being recognised at cost.
Under the equity method of accounting, the Group's investments in associates
are initially recognised at cost and adjusted thereafter to recognise the
Group's share of post-acquisition profits and losses and other comprehensive
income in the consolidated statement of profit and loss and other
comprehensive income. Dividends received or receivable from associates are
recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment equals or
exceeds its interest in the entity, including any other unsecured long-term
receivables, the Group does not recognise further losses unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in these entities. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity accounted
investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Foreign currency translation
The individual financial statements of each Group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency).
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
On consolidation, the results of overseas operations are translated into
Sterling at rates approximating to those ruling when the transactions took
place. All assets and liabilities of overseas operations, including goodwill
arising on the acquisition of those operations, are translated at the rate
ruling at the reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas operations at
actual rate are recognised in other comprehensive income and accumulated in
the foreign exchange reserve.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are charged to the consolidated statement of
comprehensive income.
Business combinations
In accordance with IFRS 3 "Business Combinations", the fair value of
consideration paid for a business combination is measured as the aggregate of
the fair values at the date of exchange of assets given and liabilities
incurred or assumed in exchange for control.
The assets, liabilities and contingent liabilities of the acquired entity are
measured at fair value as at the acquisition date. When the initial accounting
for a business combination is determined, it is done so on a provisional basis
with any adjustments to these provisional values made within 12 months of the
acquisition date and are effective as at the acquisition date.
To the extent that deferred consideration is payable as part of the
acquisition cost and is payable after one year from the acquisition date, the
deferred consideration is discounted at an appropriate interest rate and,
accordingly, carried at net present value in the consolidated balance sheet.
The discount component is then unwound as an interest charge in the
consolidated statement of comprehensive income over the life of the
obligation.
Where a business combination agreement provides for an adjustment to the cost
of a business acquired contingent on future events, the Group accrues the fair
value of the additional consideration payable as a liability at acquisition
date. This amount is reassessed at each subsequent reporting date with any
adjustments recognised in the consolidated statement of comprehensive income.
If the business combination is achieved in stages, the fair value of the
acquirer's previously held equity interest in the acquiree is remeasured at
the acquisition date through the consolidated statement of comprehensive
income. Transaction costs are expensed to the statement of comprehensive
income as incurred.
Acquisition related expenses include contingent consideration payments agreed
as part of the acquisition and contractually linked to ongoing employment as
well as business performance (Acquisition-related employment costs).
Acquisition-related employment costs are accrued over the period in which the
related services are received and are recorded as exceptional costs.
Revenue
Revenue represents the amounts derived from the provision of goods and
services, stated net of Value Added Tax. The methodology applied to income
recognition is dependent upon the goods or services being supplied.
In respect of income relating to annual or multi-year service contracts and/or
hosted services which are invoiced in advance, it is the Group's policy to
recognise revenue on a straight-line basis over the period of the contract.
The full value of each sale is credited to Contract Liabilities when invoiced
to be released to the statement of comprehensive income in equal instalments
over the contract period.
During the course of a customer's relationship with the Group, their system
may be upgraded. These upgrades can be separated into two distinct types:
• Specific upgrades, i.e. moving from an old legacy
system to one of the Group's latest products. This would require the migration
of the customer's data from the old system and the set-up of their new system;
and
• Non-specific upgrades, i.e. enhancements to
customers' systems as a result of internal development effort to improve the
stability or functionality of the platform for all customers.
Customers do not have a contractual right to non-specific upgrades and
therefore, the provision of these non-specific upgrades are accounted for as
part of the related service contract as explained above.
For specific upgrades, customers are required to purchase these separately
through signing a new contract which sets out the one-off professional service
fee for the upgrade to cover migration costs and any increase in their annual
subscription fee. The provision of this specific upgrade is therefore,
accounted for as a separate service contract as explained above.
The Group does not have any further obligations that it would have to provide
for under the subscription arrangements.
In respect of income derived from the provision of research and insights
projects, which are based on fixed price contracts with specified performance
obligations and for which customers are invoiced based on a payment schedule
over the term of the contract, it is the Group's policy to recognise revenue
over time to reflect the benefit received by the customer. The proportion of
revenue recognised is based on milestones completed as appropriate to the
contract,
such as the delivery of insight reports to a customer. Estimates of the extent
of progress towards completion are revised if circumstances change with
changes to estimated revenues being recognised in the period in which the
circumstances which give rise to revision become known to management.
The Group does not have any further obligations that it would have to provide
for under its arrangements for provision of research and insights projects.
Cost of sales
Cost of Sales comprises third party costs directly related to the provision of
services to customers.
Government grants
Government grants are recognised in line with IAS 20, which allows the grant
to be shown as a deduction in reporting the related expense. As the grant
relates to the Governments furlough scheme, the grants have been shown as a
deduction from employee expenses.
Leases
All leases are now considered under IFRS 16. A right of use asset and lease
liability are recognised in the Consolidated Statement of Financial Position.
The right of use asset is amortised on a straight-line basis to the
consolidated statement of comprehensive income. Lease liabilities increase as
a result of interest charged at a constant rate on the balance outstanding and
are reduced for lease payments made. The interest expense is recognised in the
consolidated statement of comprehensive income.
Finance income and finance expenses
Finance income and finance expenses are recognised in profit or loss as they
accrue, using the effective interest method. Finance income relates to
interest income on the Group's bank account balances.
Interest payable comprises interest payable or finance charges on loans
classified as liabilities.
Dividend distributions
Dividend distributions are recognised as transactions with owners on payment
when liability to pay is established.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses.
Depreciation is charged to the consolidated statement of comprehensive income
on a straight-line basis over the estimated useful lives of fixtures, fittings
and equipment taking into account any estimated residual value. The estimated
useful lives are as follows:
• Fixtures, fittings and equipment - 3-5 years
• Leasehold improvements - over the lease term
Intangible assets - Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill
represents the difference between the cost of the acquisition and the fair
value of the net identifiable assets and contingent liabilities acquired.
Identifiable intangible assets are those which can be sold separately or which
arise from legal rights regardless of whether those rights are separable.
If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and
reviews the procedures used to measure the amounts to be recognised at the
acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred,
then the gain is recognised in profit or loss.
Goodwill on acquisition of subsidiaries is included in intangible assets.
Goodwill is allocated to cash generating units and is not amortised, but is
tested annually for impairment.
Intangible assets - research and development expenditure
Research costs are expensed as incurred. Development expenditures on an
individual project are recognised as an intangible asset when the Group can
demonstrate:
• the technical feasibility of completing the
intangible asset so that the asset will be available for use or sale;
• its intention to complete and its ability and
intention to use or sell the asset;
• how the asset will generate future economic
benefits;
• the availability of resources to complete the
asset; and
• the ability to measure reliably the expenditure
during development.
Following initial recognition of the development expenditure as an asset, the
asset is carried at cost less any accumulated amortisation and accumulated
impairment losses.
Amortisation of the asset begins from the date development is complete and the
asset is available for use, which may be before first sale. It is amortised
over the period of expected future benefit. Amortisation is charged to the
consolidated statement of comprehensive income. During the period of
development, the asset is tested for impairment annually.
In 2021 there were fifteen (2020: seven) capitalised development projects. The
projects undertaken in the current and prior year relate to the development of
new functionality within the Vuelio and Pulsar platforms. The directors
assessed the capitalisation criteria of its internally generated material
intangible assets through a review
of the output of the work performed, the specific costs proposed for
capitalisation, the likely completion of the work and the likely future
benefits to be generated from the work. The directors assess the useful life
of the completed capitalised development projects to be five years from the
date of the first sale or when benefits begin to be realised and amortisation
will begin at that time.
Intangible assets - database
On acquisition of businesses in prior years, a fair value was calculated in
respect of the PR and media contacts databases acquired. Subsequent
expenditure on maintaining this database is expensed as incurred. Amortisation
is calculated on a straight-line basis over the estimated useful economic life
of the database. It is the directors' view that this useful economic life is
three years based on the level of ongoing investment required to maintain the
quality of data in the database.
Intangible assets - customer relationships
On acquisition of businesses in the current and prior years, a fair value was
calculated in respect of the customer relationships acquired. Amortisation is
calculated on a straight-line basis over the estimated useful economic life of
the customer relationships. It is the directors' view that this useful
economic life is up to fourteen years, based on known and forecast customer
retention rates.
Intangible assets - brand value
Acquired brands, which are controlled through custody or legal rights and
could be sold separately from the rest of the Group's businesses, are
capitalised where fair value can be reliably measured. The Group applies a
straight-line amortisation policy on all brand values. The conclusion is that
a realistic life for the brand equity would be up to a 'generation' or 20
years. Where there is an indication of impairment, the directors will perform
an impairment review by analysing the future discounted cash flows over the
remaining life of the brand asset to determine whether impairment is required.
Software licences
Software licences include software that is not integral to a related item of
hardware. These items are stated at cost less accumulated amortisation and any
impairment. Amortisation is calculated on a straight-line basis over the
estimated useful economic life. Although perpetual licences are maintained
under support and maintenance agreements, a useful economic life of five years
has been determined.
Impairment of non-financial assets
An impairment loss is recognised whenever the carrying amount of an asset or
its cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in the profit or loss within non-recurring admin expenses.
Impairment losses recognised in respect of cash-generating units are allocated
first to the carrying amount of the goodwill allocated to that cash-generating
unit and then to the carrying amount of the other assets in the unit on a pro
rata basis, applied in priority to non-current assets ahead of more liquid
items. 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.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed. In respect of other
assets, an impairment loss is reversed when there is an indication that the
impairment loss may no longer exist and there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value through other
comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
The measurement basis is determined by reference to both the business model
for managing the financial asset and the contractual cash flow characteristics
of the financial asset. The group's financial assets comprise of trade and
other receivables and cash and cash equivalents.
Trade receivables
Trade receivables are measured at amortised cost and are carried at the
original invoice amount less allowances for expected credit losses.
Expected credit losses are calculated in accordance with the simplified
approach permitted by IFRS 9, using a provision matrix applying lifetime
historical credit loss experience to the trade receivables. The expected
credit loss rate varies depending on whether, and the extent to which,
settlement of the trade receivables is overdue and it is also adjusted as
appropriate to reflect current economic conditions and estimates of future
conditions. For the purpose of determining credit loss rates, customers are
classified into groupings that have similar loss patterns. The key drivers of
the loss rate are the aging of the debtor, the geographic location and the
company sector (public vs private). When a trade receivable is determined to
have no reasonable expectation of recovery it is written off, firstly against
any expected credit loss allowance available and then to the statement of
comprehensive income.
Subsequent recoveries of amounts previously provided for or written off are
credited to the statement of comprehensive income. Long-term receivables are
discounted where the effect is material.
Cash and cash equivalents
Cash held in deposit accounts is measured at amortised cost.
Financial liabilities
The Group's financial liabilities consist of trade payables, loans and
borrowings, and other financial liabilities. Trade payables are non-interest
bearing. Trade payables initially recognised at their fair value and
subsequently measured at amortized cost. Loans and borrowings and other
financial liabilities, which include the liability component of convertible
redeemable loan notes, are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost using the
effective interest rate method. Interest expense is measured on an effective
interest rate basis and recognised in the statement of comprehensive income
over the relevant period.
Provisions
Provisions are recognised when there is a present obligation (legal or
constructive) as a result of a past event, it is probable that the obligation
will be required to be settled, and a reliable estimate can be made of the
amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties
surrounding the obligation. Provisions are discounted when the time value of
money is material.
Deferred and accrued income
The Group's customer contracts include a diverse range of payment schedules
dependent upon the nature and type of services being provided. The Group often
agrees payment schedules at the inception of long-term contracts under which
it receives payments throughout the term of contracts. These payment schedules
may include progress payments as well as regular monthly or quarterly payments
for ongoing service delivery. Payments for transactional services may be at
delivery date, in arrears or in advance.
A contract liability is the obligation to transfer goods or services to a
customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration
before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due
(whichever is earlier). Contract liabilities are recognised as revenue when
the Group performs under the contract. The aggregate amount is disclosed in
Note 18.
Where payments made are less than the revenue recognised at the period end
date, the Group recognises an accrued income contract asset for this
difference. At each reporting date, the Group assesses whether there is any
indication that accrued income assets may be impaired by considering whether
the revenue remains highly probable and that no revenue reversal will occur.
Where an indicator of impairment exists, the Group makes a formal estimate of
the asset's recoverable amount. Where the carrying amount of an asset exceeds
its recoverable amount, the asset is impaired and is written down to its
recoverable amount.
Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the consolidated statement of comprehensive income except to the
extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other
than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted at the
reporting date.
The recognition of deferred tax assets is based upon whether it is more likely
than not that sufficient and suitable taxable profits will be available in the
future, against which the reversal of temporary differences can be deducted.
Recognition, therefore, involves judgement regarding the future financial
performance of the particular legal entity or tax group in which the deferred
tax asset has been recognised.
Historical differences between forecast and actual taxable profits have not
resulted in material adjustments to the recognition of deferred tax assets.
Share-based payments
The Group issues equity-settled share-based payments to certain employees.
These equity-settled share-based payments are measured at fair-value at the
date of the grant. The fair value as determined at the grant date is expensed
on a straight-line basis over the vesting period, based on the Group's
estimate of shares that will eventually vest.
Fair value is measured by use of the Monte Carlo method. The charges to profit
or loss are recognised in the subsidiary employing the individual concerned.
Employee benefits
Individual subsidiaries of the Group operate defined contribution pension
schemes for their employees. The assets of the schemes are not managed by the
Group and are held separately from those of the Group. The annual
contributions payable are charged to the statement of comprehensive income
when they fall due for payment.
3. Revenue
The Group's revenue is primarily derived from the rendering of services.
The Group's revenue was generated from the following territories:
2021 2020
£'000
£'000
United Kingdom 19,073 16,168
North America 1,987 1,481
Europe excluding UK 1,201 836
Australia and New Zealand 8,145 163
Asia 2,374 37
Rest of the world 516 385
33,296 19,070
4. Segment reporting
Segment information is presented in respect of the Group's operating segments
which are based upon the Group's management and internal business reporting.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly head office expenses.
No single customer generates more than 10% of the Group's revenue.
Operating segments
The Group operating segments have been decided upon according to the
geographic markets in which they operate being the information provided to the
Chief Executive Officer and the Board.
EMEA & NA covers the United Kingdom, Europe and North America.
APAC covers Australia, New Zealand and South East Asia.
2021
The segment information for the year ended 30 November 2021, is as follows:
EMEA & NA APAC Total £'000
£'000 £'000
External revenue 23,000 10,296 33,296
Adjusted EBITDA (1,595) 1,067 (528)
Non-recurring costs (715) (3,140) (3,855)
Share of loss of associate (228) - (228)
Share-based payments (335) (48) (383)
Depreciation and amortisation (3,359) (874) (4,233)
Financial Income 10 - 10
Financial expense (324) (16) (340)
Taxation 558 284 842
(Loss)/Profit after taxation (5,988) (2,727) (8,715)
Reportable segment assets 60,859 40,350 101,209
Reportable segment liabilities (18,579) (21,621) (40,200)
Other information: Additions to intangible assets 2,620 891 3,511
Other information: Additions to property, plant and equipment 68 38 106
Other information: Investment in associate - equity method 716 - 716
2020
The segment information for the year ended 30 November 2020, is as follows:
EMEA & NA APAC Total £'000
£'000 £'000
External revenue 19,070 - 19,070
Adjusted EBITDA 686 - 686
Non-recurring costs (2,479) - (2,479)
Share of loss of associate (160) - (160)
Share-based payments (107) - (107)
Depreciation and amortisation (3,315) - (3,315)
Financial Income 6 - 6
Financial expense (377) - (377)
Taxation 660 - 660
(Loss)/Profit after taxation (5,086) - (5,086)
Reportable segment assets 26,559 - 26,559
Reportable segment liabilities (17,475) - (17,475)
Other information: Additions to intangible assets 2,031 - 2,031
Other information: Additions to property, plant and equipment 128 - 128
Other information: Investment in associate - equity method 57 - 57
5. Operating Loss
Operating loss is stated after charging:
2021 2020
£'000
£'000
Employee benefit expenses 18,238 12,547
Depreciation of property, plant and equipment 336 228
Amortisation of right-of-use assets 1,006 645
Amortisation of development costs 1,464 1,075
Amortisation of acquired software platforms 846 870
Amortisation of brand values 128 100
Amortisation of software licences 56 87
Amortisation of database 91 90
Amortisation of customer list 306 220
Loss on foreign currency translation 57 1
Non-recurring items (see below) 3,855 2,479
Auditor's remuneration (see below) 261 128
Research and development and other technical expenditure (a further 1,676 1,357
£3,428,000 (2020: £1,973,000) was capitalised)
Increase in expected credit loss provision 94 310
The non-recurring costs are made up of the following:
2021 2020
£'000
£'000
Non-recurring migration and integration costs 264 756
Office relocation costs - 9
Acquisition and due diligence related costs 3,529 1,269
Compensation and notice payments - all staff - 445
Non-recurring legal costs 124 -
Other (62) -
3,855 2,479
Auditor's remuneration is further analysed as:
2021 2020
£'000
£'000
Fees payable to the Company's auditor for the audit of the Company's annual 168 66
accounts
The audit of the Company's subsidiaries, pursuant to legislation 93 62
261 128
6. Business combinations during the period
Isentia
On 1 September 2020, the Group completed the acquisition of the Isentia Group.
The acquisition was effected by a Court approved scheme of arrangement between
Isentia and Isentia Shareholders (other than Excluded Isentia Shareholders)
under Part 5.1 of the Corporations Act.
In addition to and separately from the Scheme, on 15 June 2021 Vuelio
Australia Pty Ltd and Spheria Asset Management Pty entered into a share
purchase agreement whereby Vuelio Australia Pty Ltd agreed to purchase
39,708,447 fully paid ordinary shares in Isentia Group Limited from Spheria
Asset Management Pty for an aggregate purchase price of AUD$6,949,000.
On 1 September 2021, the Group acquired the entire remaining share capital of
the Isentia Group for an aggregate purchase price of AUD$28,700,000.
The Board believe that the Enlarged Group will benefit from greater scale, a
superior product offering and greater geographic reach as well as being able
to benefit from business synergies available from a combination of Access
Intelligence and Isentia.
In the three-month period that Isentia was owned by the Group, it contributed
revenue of £10,215,000 and a loss after tax of £2,198,000. Had Isentia been
included within the Group's results since 1 December 2020, total Group revenue
for 2021 would have been £67,698,000, and total Group loss after tax would
have been £9,221,000.
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of assets acquired and
liabilities assumed at the date of acquisition.
Book Value AU$'000 Adjustment AU$'000 Fair Value AU$'000 Fair Value £'000
Intangible assets 70,454 (70,454) - -
Non-contractual customer lists and relationships - 18,784 18,784 9,980
Brand - 1,471 1,471 781
Software - 10,980 10,980 5,834
Property, plant and equipment 1,517 - 1,517 806
Right of Use Asset 4,341 - 4,341 2,306
Deferred tax 1,492 (9,370) (7,878) (4,186)
Trade and other receivables 13,095 - 13,095 6,957
Cash and cash equivalents 6,122 - 6,122 3,253
Trade and other payables (7,251) - (7,251) (3,853)
Accruals (6,599) - (6,599) (3,506)
Provisions (1,317) - (1,317) (700)
Deferred revenue (4,421) 295 (4,126) (2,192)
Lease liabilities (4,546) - (4,546) (2,415)
Total net assets 72,887 (48,294) 24,593 13,065
An income approach was used to value contractual customer lists and
relationships, using a discount factor of 10.8%. The useful life has been
estimated at 14 years.
The software was valued by using a relief from royalty approach, based on a
royalty rate of 4.0% and using a discount factor of 10.8%. The useful life has
been estimated at 8 years.
The brand was valued by using a relief from royalty approach, based on a
royalty rate of 0.5% and using a discount factor of 10.8%. The useful life has
been estimated at 7 years.
Trade and other receivables include gross contractual amounts due of
£5,675,000, of which £Nil was expected to be uncollectable at the date of
acquisition.
Accruals and deferred income includes an amount of £2,192,000 which relates
to the fair value of contract liabilities acquired. The fair value has been
estimated based on the value of contract liabilities relating to contracts
transferred, discounted in accordance with IFRS.
Fair value of consideration paid
The following table summarises the acquisition date fair value of each major
class of consideration transferred.
AU$'000 £'000
Purchase of shares (June) 6,964 3,808
Purchase of shares (completion) 28,672 15,198
Debt repayment 44,750 23,702
Transfer to restricted account 541 289
80,927 42,997
Acquisition related costs
The Group incurred acquisition related costs of £3,529,000 (2020:
£1,269,000) on legal fees, due diligence costs and stamp duty in relation to
the Isentia acquisition and as it evaluated potential acquisition activities.
These costs have been included within 'non-recurring administrative expenses'.
Goodwill
Goodwill recognised on this acquisition represents the difference between the
consideration paid and the fair value of the net assets acquired.
The goodwill recognised will not be deductible for tax purposes.
The goodwill arising has been recognised as follows:
AU$'000 £'000
Consideration transferred 80,927 42,997
Fair value of identifiable net assets 24,593 13,065
Goodwill 56,334 29,932
7. Particulars of employees
2021 2020
The average number of persons (including directors) employed by the Group
during the year was:
Technical and support 91 89
Commercial 271 89
Finance and administration 49 26
411 204
Costs incurred in respect of these employees were:
2021 2020
£'000
£'000
Wages and salaries costs 15,894 10,693
Social security costs 1,359 1,229
Pension costs 866 411
Health insurance 48 82
Employee benefits 63 9
Compensation for loss of office 8 123
18,238 12,547
The compensation for loss of office charge of £8,000 (2020: £123,000)
relates to one employee (2020: 10) who was made redundant during the year.
In the year, the Company received Government grants relating to furloughed
employees for £nil (2020: £316,493).
The reportable key management personnel are considered to be comprised of the
Company directors, the remuneration for whose services during the year is
detailed below.
Directors' remuneration
Salaries Fees 2021 2020
£
£
£
£
Executive Directors
J Arnold 550,375 - 550,375 259,655
M Fautley 287,500 - 287,500 165,000
Non-Executive Directors
C Satterthwaite - 80,000 80,000 66,667
M Jackson - 40,000 40,000 33,333
C Pilling - 36,667 36,667 25,000
- 32,500 32,500 25,000
- 20,000 20,000 -
- 6,667 6,667 -
J Hamer - 33,646 33,646 -
837,875 249,480 1,087,355 574,655
J Arnold received health insurance benefits during the year of £3,075 (2020:
£345). J Arnold received payments into a personal retirement money purchase
pension scheme during the year of £31,000 (2020: £21,000).
M Fautley received health insurance benefits during the year of £758 (2020:
£463). M Fautley received payments into a personal retirement money purchase
pension scheme during the year of £21,000 (2020: £14,000).
No other directors received any other benefits other than those detailed
above.
The number of directors at 30 November 2021 accruing retirement benefits under
money purchase schemes was two (2020: two).
The interests of the directors in share options are detailed in the Directors'
Report in the annual report.
During the year, 118,807 options were granted to the Non- Executive Directors
with an exercise price of 0.05p per share. The share-based payments charge
during the year relating to directors was £148,979 (2020: £42,777).
8. Financial expense
2021 2020
£'000
£'000
Interest charge in respect of lease liabilities 344 366
Interest charged on non-convertible loan notes 6 -
Other interest (10) 11
Total financial expense 340 377
9. Taxation
2021 2020
£'000
£'000
Current income tax:
UK corporation tax credit for the year (253) (548)
Adjustment in respect of prior year (473) 8
Foreign taxation 476 -
Total current income tax credit (250) (540)
Deferred tax (note 21)
Origination and reversal of temporary differences (738) (120)
Adjustments in respect of prior periods (10) -
Effect of tax rate change on opening balance 156 -
Total deferred tax (592) (120)
Total tax credit (842) (660)
As shown below the tax assessed on the loss on ordinary activities for the
year is higher than (2020: higher than) the standard rate of corporation tax
in the UK of 19% (2020: 19%).
The differences are explained as follows:
Factors affecting tax credit 2021 2020
£'000
£'000
Loss on ordinary activities before tax (9,557) (5,746)
Loss on ordinary activities multiplied by effective rate of tax (1,816) (1,092)
Items not deductible for tax purposes 1,025 235
Adjustment in respect of prior years (480) (8)
Additional R&D claim CTA 2009 (587) (236)
Deferred tax not recognised 1,016 441
Total tax credit (842) (660)
Factors that may affect future tax expenses
The corporation tax rate for the year ended 30 November 2021 was 19%. The
corporation tax rate of 25% was enacted with effect from 1 April 2023.
10. Earnings per share
The 4,076,238 shares that were subject to a buyback agreement in respect of
the Pulsar acquisition have been excluded from the weighted average number of
ordinary shares in issue during the prior year.
In 2021 and 2020 potential ordinary shares from the share option schemes have
an anti-dilutive effect due to the Group being in a loss making position. As a
result, dilutive loss per share is disclosed as the same value as basic loss
per share.
This has been computed as follows:
Total Total
Numerator 2021 2020
£'000
£'000
(Loss)/profit for the year and earnings used in basic EPS (8,406) (5,094)
Earnings used in diluted EPS (8,406) (5,094)
Denominator
Weighted average number of shares used in basic EPS ('000) 96,237 72,180
Dilutive effect of options N/A N/A
Weighted average number of shares used in diluted EPS ('000) 96,237 72,180
Basic (Loss)/earnings per share (pence) (8.73) (3.44)
Diluted loss per share for the year (pence) (8.73) (3.44)
The total number of options or warrants granted at 30 November 2021 of
7,329,687 (2020: 7,205,715), would generate £4,028,439 (2020: £3,807,316) in
cash if exercised. At 30 November 2021, Nil options (2020: Nil) were priced
above the mid-market closing price of 146.5p per share (2020: 89p per share)
and 7,329,687 (2020: 7,205,715) were below.
Of the 7,329,687 options and warrants at 30 November 2021, Nil (2020: Nil)
staff options and 1,390,481 (2020: 1,429,832) warrants were eligible for
exercising. The warrants are priced at 27.5p per share held by Elderstreet VCT
plc and other individuals consequent to an initial investment in the Company
in October 2008.
11. Intangible fixed assets
Brand Value Goodwill Development Costs and Acquired Software Platforms Software Licences Database Customer relationships Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 December 2019 2,158 7,740 7,432 368 1,290 1,952 20,940
Capitalised during the year - - 1,973 58 - - 2,031
At 30 November 2020 2,158 7,740 9,405 426 1,290 1,952 22,971
Capitalised during the year - - 3,428 83 - - 3,511
On acquisition 781 29,932 5,834 - - 9,980 46,527
Foreign exchange movement 6 225 45 - - 75 351
At 30 November 2021 2,945 37,897 18,712 509 1,290 12,007 73,360
Amortisation and impairment
At 1 December 2019 729 - 1,837 259 1,104 868 4,797
Charge for the year 100 - 1,945 87 90 220 2,442
At 30 November 2020 829 - 3,782 346 1,194 1,088 7,239
Charge for the year 128 - 2,310 56 91 306 2,891
Foreign exchange movement - - (2) - - (2) (4)
At 30 November 2021 957 - 6,090 402 1,285 1,392 10,126
Net Book Value
At 30 November 2021 1,988 37,897 12,622 107 5 10,615 63,234
At 30 November 2020 1,329 7,740 5,623 80 96 864 15,732
Acquisition related intangibles
Brand value, Goodwill, Database, Customer relationships and acquired software
platforms are acquisition related intangibles. Of the £2,310,000 (2020:
£1,945,000) amortisation charge on Development costs and acquired software
platforms, £846,000 (2020: £845,000) relates to acquired software platforms,
bringing the total amortisation on acquisition related intangibles to
£1,371,000 (2020: £1,280,000). Amortisation on internally generated
intangibles totals £1,520,000 (2020: £1,162,000).
The carrying value and remaining amortisation period of individually material
intangible assets are as follows:
Carrying amount Remaining amortisation period
2021 2020 2021 2020
£'000
£'000
Years
Years
Brand
Access Intelligence Media and Communications 540 600 9 10
ResponseSource 259 274 17 18
Pulsar 431 455 18 19
Isentia 758 - 7 -
Development Costs and Acquired Software Platforms
Access Intelligence Media and Communications - Vuelio Platform Development - 3 - 1
AIMediaData - Vuelio Platform Development 3,755 3,565 4 5
ResponseSource - Platform Development 695 989 2 3
Pulsar - Platform Development 1,593 1,066 4 5
Isentia - Platform Development 6,578 - 8 -
Database
ResponseSource - PR & Media Contacts Database 5 96 - 1
Customer Relationships
ResponseSource - Acquired Customer Relationships 739 864 6 7
Isentia - Acquired Customer Relationships 9,876 - 14 -
For the purpose of impairment testing, goodwill is allocated by entity, which
represent the Group's CGUs and the lowest level within the Group at which the
goodwill is monitored.
The carrying value of goodwill allocated within the Group is:
Goodwill 2021 2020
£'000 £'000
EMEA & NA 7,740 7,740
APAC 30,157 -
At the reporting date, impairment tests were undertaken by comparing the
carrying values of CGUs with their recoverable amounts. The recoverable
amounts of the CGUs are based on value-in-use calculations.
These calculations use post-tax cash flow projections covering a five-year
period based on approved budgets and forecasts in the first three years,
followed by applying specific growth rates for which the key assumptions in
respect of annual revenue growth rates range between 2.5% and 7.5% from year 4
onwards, with a terminal value after year five.
The key assumptions used for value-in-use calculations are those regarding
revenue growth rates and discount rates over the forecast period. Growth rates
are based on past experience, the anticipated impact of the CGUs significant
investment in research and development, and expectations of future changes in
the market.
The discount rate used for EMEA & NA CGU was 14%, based on an assessment
of the Group's cost of capital and on comparison with other listed technology
companies. The discount rate used for APAC CGU was 10.8% in line with the
weighted average cost of capital calculated as part of the Isentia acquisition
deal model.
The terminal growth rate used for the purposes of goodwill impairment
assessments was 2.5%. The Board considered that no impairment to goodwill is
necessary based on the value-in-use reviews of EMEA & NA or APAC as the
value-in-use calculations exceeded the carrying values of goodwill relating to
those companies.
Sensitivity analysis has been performed on reasonably possible changes in
assumptions upon which recoverable amounts have been estimated. Based on the
sensitivity analysis, a reduction of 40% in EBITDA delivered by EMEA & NA
would result in the carrying value of its goodwill and intangible assets being
equal to the recoverable amount. For APAC, a 23% reduction in EBITDA would
result in the carrying value of its intangible assets being equal to the
recoverable amount.
For EMEA & NA, a 10.8% percentage point increase in the discount rate
would result in the carrying value of goodwill and intangible assets being
equal to the recoverable amount. For APAC, a 3.0% percentage point increase in
the discount rate would result in the carrying value of goodwill and
intangible assets being equal to the recoverable amount.
Other impairments
Other intangible assets are tested for impairment if indicators of an
impairment exist. Such indicators include performance falling short of
expectation.
The directors considered that there were no indicators of impairment relating
to the intangible fixed assets at 30 November 2021.
12. Investment in associate
2021 2020
£'000 £'000
Cost
At 1 December 985 885
Additions 887 100
At 30 November 1,872 985
Share of loss of associate and impairment
At 1 December 928 768
Share of loss of associate 228 160
At 30 November 1,156 928
Net Book Value
At 1 December 57 117
At 30 November 716 57
As part of the consideration for the disposal of AITrackRecord Limited, the
Group received a 20% shareholding in TrackRecord Holdings Limited, a company
registered in England and Wales. The fair value of this shareholding based on
the funding raised by TrackRecord Holdings Limited was £625,000.
During the year, the Group invested a further £887,000 in TrackRecord
Holdings Limited, as part of a £3,000,000 fundraising round. This increased
the Group's overall shareholding in TrackRecord Holdings Limited to 21.4%.
The shareholding in TrackRecord Holdings Limited is treated as an investment
in associate as the Group is not able to exercise control over the company,
but is able to exercise significant influence over the company by way of its
21.4% shareholding and through J Arnold being the Group's representative on
the board of TrackRecord Holdings Limited.
During the year, the Group's share of the loss of TrackRecord Holdings
Limited was £228,000 (2020: £160,000). As the Group applies the equity
method of accounting for its investment in TrackRecord Holdings Limited, the
carrying value of investments in associates is reduced by this share of loss
at the year-end.
During the year ended 30 November 2019, the Group made available a loan
facility of £100,000 to TrackRecord Holdings Limited on an unsecured basis.
The final repayment date of the facility is November 2029 and interest is
payable at a rate of 10% on any amount drawn down. The full £100,000 of this
loan facility was drawn down during the prior year. The loan has been treated
as an addition to the Group's investment in TrackRecord Holdings Limited.
As part of the agreement, TrackRecord Holdings Limited paid the Group a
commitment fee of £2,000 in November 2019. The total value drawn down by
TrackRecord Holdings Limited at 30 November 2021 was £100,000 (2020:
£100,000).
Summarised financial information for associate
The tables below provide summarised financial information for TrackRecord
Holdings Limited, an associate which is considered material to the Group. The
information disclosed reflects the amounts presented in the financial
statements of TrackRecord Holdings Limited and not Access Intelligence Plc's
share of those amounts.
Track Record Holdings Limited Track Record Holdings Limited
2021
2020
£'000
£'000
Total current assets 2,520 927
Total non-current assets 784 772
Total current liabilities (1,603) (1,911)
Net assets/(liabilities) 1,701 (212)
Access Intelligence Plc share of net assets/(liabilities) (20%) 364 (42)
Reconciliation to carrying amounts Track Record Holdings Limited Track Record Holdings Limited
2021
2020
£'000
£'000
Opening net assets 1 December (212) 584
Loss for the period (1,087) (796)
Issue of new share capital 3,000 -
Net assets/(liabilities) 1,701 (212)
Summarised statement of comprehensive income Track Record Holdings Limited Track Record Holdings Limited
2021
2020
£'000
£'000
Revenue 1,976 1,780
Loss for the period (1,087) (796)
Other comprehensive income - -
Total comprehensive income (1,087) (796)
13. Property, plant & equipment
Fixtures, fitting and equipment Leasehold improvements Total
£'000
£'000
£'000
Cost
At 1 December 2019 595 865 1,460
Additions 116 12 128
Disposals (9) - (9)
On adoption of IFRS 16 - (289) (289)
At 30 November 2020 702 588 1,290
Additions 106 - 106
Disposals (105) (23) (128)
On Acquisition on business 592 214 806
Foreign exchange movement 39 9 48
At 30 November 2021 1,334 788 2,122
Depreciation
At 1 December 2019 277 299 576
Charge for the year 158 70 228
Disposals (2) - (2)
On adoption of IFRS 16 - (8) (8)
At 30 November 2020 433 361 794
Charge for the year 226 110 336
Disposals (105) (23) (128)
Foreign exchange movement 33 7 40
At 30 November 2021 587 455 1,042
Net Book Value
At 30 November 2021 747 333 1,080
At 30 November 2020 269 227 496
14. Trade and other receivables
2021 2020
£'000
£'000
Current assets
Trade receivables 10,003 3,725
Less: provision for impairment of trade receivables (637) (185)
Trade receivables - net 9,366 3,540
Prepayments and other receivables 4,329 2,436
13,695 5,976
All trade receivables are reviewed by management and are considered
collectable. The ageing of trade receivables which are past due and not
impaired is as follows:
2021 2020
£'000
£'000
Days outstanding
31-60 days 491 487
61-90 days 191 209
91-180 days 705 581
1,387 1,277
Movements on the Group provision for impairment of trade receivables are as
follows:
2021 2020
£'000
£'000
At 1 December 185 100
Increase in provision 94 310
On acquisition of business 569 -
Write-offs in year (211) (225)
At 30 November 637 185
As in the prior year, the Group applies the IFRS 9 simplified approach to
measuring expected credit losses using a lifetime expected credit loss
provision to reflect the risk of default on trade receivables. Default is
defined as a situation in which a customer does not pay amounts that it owes
to the Group and may occur due to a number of reasons, including the financial
health of the customer or where the customer disputes the amount owed and it
is not considered to be economical to recover the amount through a legal
process.
To calculate the credit loss provision, trade receivables have been split into
different categories along three lines: region, aging and public/private
sector. The expected loss rates applied to these categories are as follows;
• Region - 0.5% to 3%
• Aging - 0.5% to 10%
• Public/Private - 0.5%/1.0%
The expected loss rates are based on the Group's historical credit losses
experienced over the three year period prior to the period end. The historical
loss rates are then adjusted for current and forward-looking information on
macroeconomic factors affecting the Group's customers.
The creation and release of a provision for impaired receivables has been
included in 'administrative expenses' in the consolidated statement of
comprehensive income. Amounts charged to the allowance account are generally
written off, where there is no expectation of recovering additional cash.
The other asset classes within trade and other receivables do not contain
impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above together with our cash
deposits totalling £13,456,000 (2020: £1,403,000). The Group does not hold
any collateral as security.
As disclosed in Note 19, credit risk is a judgement made by management based
on sector and necessary allowances are made when needed by assessing changes
in our customers' credit profiles and credit ratings.
15. Interest bearing loans and borrowings
2021 2020
£'000
£'000
Opening loan liability - -
Interest charged for the year 6 -
Drawdown of loans 2,000 -
Repayment of loans (2,000) -
Interest paid in the year (6) -
Liability component at 30 November - -
During the year, the Company secured a £2,000,000, three-year facility under
the Coronavirus Business Interruption Loan Scheme (CBILS). The facility was
drawn down on 11th December 2020 and was repaid in full on 7th September 2021.
The facility had a 12-month interest-free period following drawdown after
which an interest rate of 2.03% plus LIBOR or replacement benchmark rate per
annum on the drawn down would have applied.
The funds were repayable in equal monthly instalments over 36 months and there
was no penalty for making early repayment of the facility. The facility was
repaid in September 2021 in conjunction with the completion of the Isentia
acquisition.
All material companies in the Group are guarantors to the loan and the
availability of the loan is subject to certain covenants.
16. Trade and other payables
Due within one year 2021 2020
£'000
£'000
Trade and other payables 6,662 2,638
Other taxes and social security costs 643 551
VAT payable 430 1,223
7,735 4,412
17. Leases
Group as a lessee
The Group leases a number of properties in the jurisdictions from which it
operates.
Set out below are the carrying amounts of right-of-use assets recognised and
the movements during the period:
Right-of-use assets Land & buildings
£'000
At 1 December 2019 -
On adoption of IFRS 16 2,974
Amortisation (645)
At 30 November 2020 2,329
On acquisition of business 2,306
Amortisation (1,006)
Effect of modification to lease terms (116)
Foreign exchange movements 25
At 30 November 2021 3,538
Set out below are the carrying amounts of lease liabilities and the movements
during the period:
Lease liabilities Land & Buildings
£'000
At 1 December 2019 -
On adoption of IFRS 16 3,213
Accretion of interest 366
Lease payments (580)
At 30 November 2020 2,999
On acquisition of business 2,415
Accretion of interest 344
Effect of modification to lease terms (116)
Lease payments (1,296)
Foreign exchange movements 25
At 30 November 2021 4,371
Lease liability maturity analysis 2021 2020
£'000 £'000
Less than one year 2,468 880
Between one and five years 2,353 2,823
More than five years - -
The following are the amounts to be recognised in profit or loss:
2021 2020
£'000 £'000
Amortisation of right-of-use assets 1,006 645
Interest expense on lease liabilities 344 366
Total amount recognised in profit or loss 1,350 1,011
The Group had total cash outflows for leases of £1,296,000 in 2021 (2020:
£580,000). The Group also had non-cash additions to right-of-use assets of
£nil (2020: £2,974,000) and lease liabilities of £nil in 2021 (2020:
£3,213,000).
There are no leases that have not yet commenced to be disclosed. There were no
short-term leases or low value leases taken out in the year.
18. Contract Liabilities
2021 2020
£'000
£'000
At 1 December 8,122 7,935
Invoiced during the year 35,126 19,257
Revenue recognised during the year (33,296) (19,070)
On acquisition of business 2,192 -
At 30 November 12,144 8,122
All contract assets are expected to be recognised within one year.
19. Financial instruments
The Group's treasury activities are designed to provide suitable, flexible
funding arrangements to satisfy the Group's requirements. The Group uses
financial instruments comprising borrowings, cash, liquid resources and items
such as trade receivables and payables that arise directly from its
operations. The main risks arising from the Group financial instruments relate
to the maintaining of liquidity across the seven group entities and debt
collection. The Board reviews policies for managing each of these risks and
they are summarised below.
The Group finances its operations through a combination of cash resources,
loan notes and equity. Short term flexibility is provided by moving
resources between the individual subsidiaries. Exposure to interest rate
fluctuations is minimal as all borrowings are at fixed rates of interest. The
Group also has various deposit facilities on which 0.01% - 2.4% interest was
being earned throughout 2021 (2020: 0.04%) and will be optimising the use of
these accounts going forward. The Group's exposure to interest rate risk is
not significant and therefore no sensitivity analysis has been performed.
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow group entities to settle
liabilities denominated in their functional currency with the cash generated
from their own operations in that currency. Where group entities have
liabilities denominated in a currency other than their functional currency
(and have insufficient reserves of that currency to settle them), cash already
denominated in that currency will, where possible, be transferred from
elsewhere within the Group.
At 30 November 2021 the Group had no borrowings (2020: Nil).
There is no material difference between the fair values and book values of the
Group's financial instruments. Short term trade receivables and payables have
been excluded from the above disclosures.
The objectives of the Group's treasury activities are to manage financial
risk, secure cost-effective funding where necessary and minimise the adverse
effects of fluctuations in the financial markets on the value of the Group's
financial assets and liabilities, on reported profitability and on the cash
flow of the Group. Interest income is sought wherever possible and in 2021
produced £10,000 (2020: £6,000) of income.
The credit risk is discussed in Note 14.
The Group's principal financial instruments for fundraising are through share
issues.
2021 2020
£'000
£'000
Financial assets
Trade and other receivables excluding prepayments 9,977 4,066
Cash and cash equivalents 13,456 1,403
23,433 5,469
Financial liabilities
Trade and other payables 6,662 4,412
Lease liabilities 4,371 2,999
Undiscounted contractual maturity of financial liabilities
Amounts due within one year 9,130 5,292
Amounts due between one and five years 2,353 2,823
11,483 8,115
Less: future interest charges (450) (704)
Financial liabilities carrying value 11,033 7,590
The liquidity risk relating to the contractual liabilities listed above is
managed on a local basis through their day to day cash management.
The Group is liquid with £13,456,000 (2020: £1,403,000) available cash
resources against a liability payable within the next 12 months of £9,130,000
(2020: £5,292,000). Management monitor cash balances weekly.
However should any subsidiary, or the Company, find that it does not have the
liquidity to pay a debt as it becomes due an inter-company cash transfer will
be made available by another member of the Group.
20. Financial and operational risk management
The Group's activities expose it to a variety of financial risks which are
managed by the Group and subsidiary management teams as part of their
day-to-day responsibilities. The Group's overall risk management policy
concentrates on those areas of exposure most relevant to its operations. These
fall into five categories:
· Economic or political disruption risk - that disruption may affect
demand for our products and services or our ability to maintain operations or
on the cost of our delivery of services;
· Competitive risk - that our products are no longer competitive or
relevant to our customers;
· Treasury and liquidity risk - that we run out of the cash required to
run the business;
· Information security risk - the impacts that could occur due to
threats and vulnerabilities associated with the operation and use of
information systems and the environments in which those systems operate;
· Key personnel risk - that we cannot attract and retain talented
people; and
· Capital risk - that we do not have an optimal structure to allow for
future acquisition and growth.
21. Deferred tax assets and liabilities
The following are the major deferred tax assets and liabilities recognised by
the Group and the movements thereon during the current year and the prior
year:
Tax losses Accelerated tax on assets Fair value of intangible assets Total
£'000
£'000
£'000
£'000
At 1 December 2019 21 (26) (617) (622)
Charge to profit or loss (21) 44 97 120
At 30 November 2020 - 18 (520) (502)
Charge to profit or loss - - 679 679
Arising on business combination - - (4,186) (4,186)
At 30 November 2021 - 18 (4,027) (4,009)
At the reporting date the Group had unused tax losses of approximately
£12,136,000 (2020: £8,924,000) available for offset against future profits.
The tax losses do not have any expiry date.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax assets totalling £3,034,000 (2020: £1,696,000) arising in
respect of losses have not been included in the statement of financial
position due to uncertainties in regard to their recoverability.
The aggregate amounts of deferred tax balances in each group entity, after
allowable offset, for financial reporting purposes are:
2021 2020
£'000
£'000
Deferred tax assets 4,144 18
Deferred tax liabilities (8,153) (520)
Total (4,009) (502)
22. Share capital
Equity: Ordinary shares of 5p each 2021 2020
£'000
£'000
Allotted, issued and fully paid 75,146,515 ordinary shares of 5p each (2020: 6,528 3,757
79,222,753 ordinary shares of 0.5p each)
2021 2020
Number of shares at 1 December 75,146,515 79,222,753
Shares repurchased and cancelled in year - (4,076,238)
New shares issued in year 55,417,222 -
Share options exercised - -
Number of shares at 30 November 130,563,737 75,146,515
At 1 December 2019, the Company had 2,966,666 5p shares held in treasury.
During the year, 39,351 of these shares were allotted, with the number of
shares held in treasury at the year end being 2,927,315. The shares held in
treasury have no voting rights, or rights to dividends and so total issued
share capital for voting and dividend purposes at the year end was 127,597,071
(2020: 72,179,849).
In October 2019, 6,345,153 shares were issued in a placing at 52.0p per share
and 8,653,846 shares were issued as consideration for the acquisition of
Pulsar. 3,076,923 of the Pulsar acquisition shares were deemed to have been
issued for £1,600,000 cash and 4,076,238 shares were subject to a buyback
agreement.
During 2020, the 4,076,238 shares subject to the buyback agreement were
repurchased for a total consideration of £1. These shares were subsequently
cancelled.
On 9 December 2020, the company announced the placing of 12,500,000 new shares
at a price of 80p per share to raise gross proceeds of £10,000,000. 7,922,280
shares were allotted on 15 December 2020 and the remaining 4,577,720 shares
were allotted on 5 January 2021. Net proceeds arising on the allotment of
shares were £9,630,000.
On 21 June 2021 1,211,204 new shares were issued as a result of the Retail
Offer at a price of 120p per share to raise gross proceeds of £1,450,000.
On 20 August 2021, the company announced the placing of 41,666,667 new shares
at a price of 120p per share to raise gross proceeds of £50,000,000.
On 17 November 2021 a further 39,351 new shares were allotted out of treasury
at a price of 27.5p per share due to an exercise of warrants. Gross proceeds
were £11,000.
After the allotment of the shares in November 2021, the Company's total share
capital was 130,563,737 and the total issued share capital for voting and
dividend purposes, excluding shares held in treasury, was 127,597,071.
Transaction costs associated with share issues in the year amounted to
£1,436,374 (2020: £Nil). Transaction costs are accounted for as a reduction
from the share premium account.
23. Equity-settled share-based payments
The Company has a share option scheme for employees of the Group.
Ordinary share options and warrants granted and subsisting at 30 November 2021
were as follows:
Date of grant Exercise price No of shares Exercisable between
23 October 2008 27.5p 1,390,481 No time limit
18 February 2019 56.0p 3,352,000 Feb 2022-Feb 2029
24 October 2019 54.5p 366,972 Oct 2022-Oct 2029
31 July 2020 65.0p 1,807,297 Jul 2023-Jul 2030
19 May 2021 134.0p 294,130 May 2024-May 2031
01 October 2021 0.05p 118,807 Oct 2024-Oct 2031
7,329,687
Details of the movements in the weighted average exercise price ("WAEP") and
number of share options during the current and prior year are as follows:
At start of year Granted Exercised Forfeited At end of year
WAEP 2020 (p) 48.8 65.0 - 55.1 52.8
WAEP 2021 (p) 52.8 65.0 - 65.0 55.0
Options 2020 5,787,776 2,056,911 - (638,972) 7,205,715
Options 2021 7,205,715 412,937 (39,351) (249,614) 7,329,687
The range of prices at which options and warrants can be exercised is 27.5p to
134.0p.
During 2021, options were granted over 294,130 shares with an exercise price
of 134p per share and 118,807 shares with an exercise price of 0.05p per
share.
The options were valued using the Monte Carlo method with assumptions
relating to: volatility of 30%, based on the historical daily share price
movements of the Company and peer companies; a risk free rate of 0.09%, based
on the yield on a ten-year zero coupon UK government security at the grant
date; a dividend yield of 0% and a staff turnover of 12.5% per annum.
The total charge arising on issue of the options was £172,000, with the 2021
charge being £11,000.
249,614 options were cancelled in the year (2020: 638,972).
During the year, 39,351 share options were exercised at 27.5p. The weighted
average price of shares on the date of exercise during the prior year was 145
pence.
Further details of share options exercisable at the year-end are provided in
Note 10.
There are no market, non-market or service conditions as part of the share
option scheme. The only condition existing is that employees must still be in
employment with the Company at the point they exercise the options.
Long Term Value Creation Plan ("LTVCP")
On 2 October 2021 the board approved the LTVCP which is intended to assist
with the retention and motivation of key employees of the Company with the aim
of incentivising and rewarding exceptional levels of performance over a four
year period. The LTVCP will provide the potential for rewards only if
shareholders benefit from sustained growth in shareholder value over a
four-year period.
The details of the awards for the initial LTVCP participants are set out
below:
• Under the LTVCP, the Board has granted certain eligible employees a
right ("Participation Right") to receive a proportion of the shareholder value
created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5
per cent. compound annual growth rate.
• For the purposes of the LTVCP, shareholder value created is defined
as the growth in the Company's market capitalisation including net equity
cashflows to shareholders and adjusting for any share issues during the
Performance Period.
• Awards under the LTVCP comprise three equal tranches, with
measurement dates on the second, third and fourth anniversaries of the
performance start date (each a "Performance Period").
• The shareholder value created at each measurement date will be
calculated with reference to the average market capitalisation of the Company
over the three months immediately preceding and ending on each anniversary.
• Where value is created above the Hurdle Rate, initial LTVCP
participants will share 10 per cent. of the shareholder value created above
the hurdle ("LTVCP Pool").
• Should the aggregate nominal value of Shares to be issued or then
capable of being issued in respect of each Performance Period exceed 7 per
cent. of the nominal value of the ordinary share capital in issue of the
Company at that time, the LTVCP Pool will be scaled back as required so that
the 7 per cent. threshold is not exceeded.
• To the extent that performance does not exceed the hurdle over each
Performance Period, the relevant tranche will lapse in full.
For the initial participants, the performance start date to measure each
Performance Period has been determined as the date of the announcement of the
Isentia acquisition, being 15 June 2021. The base value for the purposes of
the calculation of growth in shareholder value has been set at c.£153.1
million (being calculated by reference to the total number of Ordinary Shares
with voting rights following completion of the Isentia acquisition and the
placing price of 120p for the equity raise announced on 15 June 2021).
At the end of each Performance Period, the Participation Right will convert
into an award in the form of an option to acquire Ordinary Shares at a price
per Ordinary Share equal to the nominal value of an Ordinary Share, being 5
pence per Ordinary Share ("Award"). The number of Ordinary Shares to be issued
pursuant to each Award will be calculated by reference to the Company's share
price at the relevant time.
Awards are subject to a Holding Period ending on the first anniversary of the
end of each Performance Period in respect of which the relevant Award was
granted, unless the Board determines that another period shall be specified in
relation to any Award.
The Board has discretion to vary the outcome applying to a Participation Right
where it considers that the level at which it would convert into an Award:
does not reflect the Board's assessment of overall performance during the
Performance Period; is not appropriate in the context of circumstances that
were unexpected or unforeseen at the grant date; or any other appropriate
reason.
Joanna Arnold and Mark Fautley have each been granted Participation Rights
under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22%
and Mark Fautley's Participation Percentage has been set at 11%. In aggregate,
initial LTVCP participants Participation Percentages equate to a total of 73%
of the available Participation Rights. The unallocated Participation Rights
have been set aside to provide the Company the flexibility to award further
Participation Rights to eligible employees during the performance period. No
further awards will be granted to Joanna Arnold and Mark Fautley under the
LTVCP prior to the end of the four year performance under the initial award.
The option movements detailed above resulted in a share-based payment charge
for the Group of £383,000 (2020: £107,000).
24. Cash and cash equivalents
The Group monitors its exposure to liquidity risk based on the net cash flows
that are available. The following provides an analysis of the changes in net
funds:
As at 30 November 2020 Cash inflow As at 30 November 2021
£'000
£'000
£'000
Cash and cash equivalents 1,403 12,053 13,456
As at 30 November 2019 Cash outflow As at 30 November 2020
£'000
£'000
£'000
Cash and cash equivalents 2,001 (598) 1,403
25. Commitments
Capital commitments
The Group had no capital commitments at the end of the financial year or prior
year.
Provisions and contingent liabilities
Long service leave provision Leasehold dilapidations Total
£'000 £'000 £'000
At 1 December 2020 - 213 213
Released in the year (13) - (13)
Additions - 4 4
On acquisition of business 603 97 700
Foreign exchange movement 5 - 5
At 30 November 2021 595 314 909
Due within one year 534 3 537
Due after more than one year 61 311 372
Leasehold dilapidations relate to the estimated cost of returning a leasehold
property to its original state at the end of the lease in accordance with the
lease terms. The main uncertainty relates to estimating the cost that will be
incurred at the end of the lease.
The earliest point at which it is considered that this amount may become
payable is July 2024 for the Group's leasehold property.
Employees in Australia are entitled to two months of long service leave upon
the completion of 10 years service under The Long Service Leave Act 1955. The
Long service leave provision relates to the expected cost of this leave.
26. Related party transactions
One (2020: two) of the directors have received a proportion of their
remuneration through their individual service companies during the year. The
payments represent short term employee benefits. In all cases the directors
are responsible for their own taxation and national insurance liabilities.
The amounts involved are as follows and relate to activities within their
responsibilities as directors:
2021 2020
£
£
C Pilling (via The Personal Web Company Limited) - 13,750
J Hamer (via Fin Dec Limited) - 10,000
L Gilbert 8,187 -
During the year, the Group procured technical and product development services
for an amount of £92,000 (2020: £161,150) from The Personal Web Company
Limited, a company of which C Pilling is a director. The services were
procured on an arms length basis and the amount owed by the Group to the The
Personal Web Company Limited at the year end was £nil (2020: £38,400).
During the year, the Group procured technical and product development services
for an amount of £271,000 (2020: £nil) from InRadium Limited, a company of
which C Pilling is a director. The services were procured on an arms length
basis and the amount owed by the Group to the InRadium Limited at the year end
was £41,000 (2020: £nil).
At the year-end, an amount of £8,187 (2020: £nil) was due to Lisa Gilbert.
At the year-end, an amount of £2,040 (2020: £2,040) was due from M
Jackson.
During the year, the Group recognised a share-based payment charge of
£148,979 (2020: £42,777) in respect of key management personnel.
During the year ended 30 November 2019, the Group made available a loan
facility of £100,000 to Track Record Holdings Limited on an unsecured basis.
The final repayment date of the facility is November 2029 and interest is
payable at a rate of 10% on any amount drawn down from the facility. A
non-utilisation fee of 1% of any amount of the facility not drawn down is also
payable.
27. Pension commitments
Individual subsidiaries of the Group operate defined contribution pension
schemes for their employees. The assets of the schemes are held separately
from those of the Group. The annual contributions payable are charged to the
consolidated statement of comprehensive income when they fall due for payment.
During the year £866,000 (2020: £411,000) was contributed by the Group to
individual pension schemes. At 30 November 2021 no pension contributions were
outstanding (2020: £Nil).
28. Events after the reporting date
Subsequent to the year end, Mark Fautley purchased 8,650 ordinary shares at a
price of 115.38p on 17 January 2022. Joanna Arnold purchased 8,743 ordinary
shares at a price of 114.24p on 20 January 2022. On 25 February 2022,
Christopher Satterthwaite acquired 4,464 ordinary shares at a price of 110.4
p.
29. Availability of Annual Report
Copies of the Report and Accounts will be posted to shareholders where
requested and the document will be available from the Company's website
(www.accessintelligence.com (http://www.accessintelligence.com) ) later today.
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