TIDMACC
RNS Number : 3423W
Access Intelligence PLC
17 April 2023
17 April 2023
ACCESS INTELLIGENCE PLC
("Access Intelligence", the "Company" or the "Group")
FINAL RESULTS FOR THE YEARED 30 NOVEMBER 2022
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 2022.
Highlights
-- Access Intelligence has traded robustly during the year
whilst continuing to transform and integrate the Isentia business
acquired in September 2021.
-- Revenue increased by 97% year-on-year to GBP65.7 million
(2021: GBP33.3 million). Excluding Isentia, revenue increased
organically by 15% to GBP26.5 million.
-- Annualised Recurring Revenue ("ARR") base increased by 2% to
GBP60.0 million (2021: GBP58.9 million). The Group delivered
organic ACV growth in the EMEA & NA region of GBP2.5 million.
In APAC, management has focussed on ensuring that it has a stable
and profitable core business to provide the Company with the
platform from which to grow in the region in 2023 and beyond.
-- The Group delivered Adjusted EBITDA for the year of GBP2.3
million (2021: loss of GBP0.5 million) with continued investment in
the Group's product suite, alongside expanded sales and marketing
activity to drive future growth. Across all regions, management are
focussed on improving margin and cash generation as a priority
during 2023.
-- New client wins in the EMEA & NA region during the year
include Airbnb, Allianz, Asahi, Associated British Foods, Chivas
Brothers, CNN International, E.ON, Hasbro, House of Commons, HSBC,
HS2, Hubspot, Jaguar Land Rover, John Lewis, KPMG, Lidl, Lloyds
Register, News Corp, NFU Mutual, P&G, Reddit, Save The Children
and Tik Tok.
-- New client wins and client winbacks in the APAC region during
the year, incorporating new Pulsar clients, include ABC, Commerce
Commission, Cricket Australia, Dementia Australia, Edelman, Esso,
Estee Lauder, H&M, Havas, Huawei, Kiwibank, Moderna, Netflix,
Nestle, Ogilvy, QIC, Royal Commission into the Robodebt Scheme,
Samsung, SA Power Networks, SAS Group, StudioCanal, Tiffany &
Co and Transgrid.
-- At 30 November 2022, cash balance was GBP4.9 million (2021: GBP13.5 million).
-- The integration and transformation of Isentia continues to
progress well with a good management team in place in ANZ and the
region already showing encouraging signs of a return to growth.
Christopher Satterthwaite, Non-Executive Chairman of Access
Intelligence, commented:
"2022 was a year of continued transformation for the Group with
ongoing growth in EMEA and North America being delivered alongside
the ongoing restructuring and integration of Isentia in APAC. The
Group's enhanced product offering and audience intelligence
proposition has seen a significant number of blue-chip customer
wins in both regions, with a number of client win backs in
APAC.
In an environment where anyone can have a voice and build an
audience, the ability to obtain rapid insights and an understanding
of one's audience is increasingly vital to brands, agencies and PR
teams across public and private sector organisations. Access
Intelligence's best-in-class SaaS technology and in-house expertise
is ever more vital and the Board therefore firmly believes that the
Group is well positioned to capture the undoubted market
opportunity before it.
Access Intelligence is focussed on delivering profitable growth
by ensuring that the business maintains a lean cost base to support
margin enhancement and to protect cash flow. The Board is pleased
with the progress made during the year and remains very positive
about Access Intelligence's opportunity to take advantage of its
market leading products and award winning media insights offering.
"
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 / 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 2022.
Chairman's Statement
Following the loosening of COVID-19's stranglehold in 2022,
global economies were faced with the inevitable aftermath. In every
major market this struggle was immediately compounded by war,
political upheaval, interrupted energy supplies and the
cost-of-living crisis. The impact has been felt by both businesses
and individuals alike, with complex challenges for marketing and PR
teams across public and private sector organisations.
In this noisy world, where anyone can have a voice and build an
audience, being relevant and distinctive is more than best
practice, it is now a survival strategy. Marcoms practitioners are
increasingly reliant on innovative technology and rapid insights to
know their audiences. By understanding them, they can accurately
predict trends and position themselves ahead of less
forward-thinking competitors.
Access Intelligence (the "Group") is guiding the marketing and
communications sectors through this process in every major market
around the world. The unique blend of best-in-class SaaS technology
and in-house expertise ensures our clients are well-placed to
weather the challenges of today's societies and futureproof their
success.
Global expansion
The Group delivered excellent revenue growth in 2022 alongside
the major undertaking to transform and integrate the Isentia
business in APAC, which it acquired in September 2021. The launch
of Pulsar into the Australia and New Zealand markets has
complemented the existing Isentia services. The expanded product
offering has helped drive strong customer engagement in the region,
validating the Group's global strategy.
Developments by the Group in the APAC market has led to
advancements in the Group's media monitoring offering, including
expanded coverage of print and online news, as well as significant
enhancements to broadcast monitoring and analytics. The integration
of NewsGuard allows our users to quickly detect potential sources
of misinformation before they spread and damage their client or
brand.
The Group should also benefit from a commercial partnership with
Hootsuite, the global social media management platform, which is
helping to unlock new streams of revenue in North America and
around the world.
At the AMEC Awards 2022 - accolades that recognise excellence in
communications measurement - Access Intelligence won five awards
and was nominated for a further six. The awards are the
international standard in media evaluation, showcasing the
importance of research, measurement, insights and analytics in PR
and communications.
The Group's growth in the year was supported by new client wins
in the EMEA and North America region including Airbnb, Allianz,
Asahi, Associated British Foods, Chivas Brothers, CNN
International, E.ON, Hasbro, House of Commons, HSBC, HS2, Hubspot,
Jaguar Land Rover, John Lewis, KPMG, Lidl, Lloyds Register, News
Corp, NFU Mutual, P&G, Reddit, Save The Children and Tik
Tok.
New client wins and client winbacks in the APAC region during
the year, incorporating new Pulsar clients, include ABC, Commerce
Commission, Cricket Australia, Dementia Australia, Edelman, Esso,
Estee Lauder, H&M, Havas, Huawei, Kiwibank, Moderna, Netflix,
Nestle, Ogilvy, QIC, Royal Commission into the Robodebt Scheme,
Samsung, SA Power Networks, SAS Group, StudioCanal, Tiffany &
Co and Transgrid.
The power of people
The growth in the business has only been made possible through
the hard work and flexibility of our people, many of whom are now
operating on a global scale. From relocations and regional
knowledge sharing to multiple-time-zone meetings, the Access
Intelligence team is collaborating with a single purpose and clear
focus.
This is reflected from the Board, where the Group is benefitting
from sector expertise and specialisms, to the operational level and
those serving clients every day. I must extend my thanks to them
all for their continued innovation and work ethic.
Our people are also at the forefront of our Audience
Intelligence strategy. As Access Intelligence continues its
integration journey, the Group needs a single combined purpose and
proposition. Audience intelligence has been defined by the needs of
the market, and the current challenges facing the global
industry.
Data protection as standard
The curation and understanding of available data has never been
more valuable, which is why its security and protection is at the
top of the agenda for enterprises and policymakers alike. Access
Intelligence is both a creator and guardian of data, and is
entrusted by its clients to apply the highest standards of
management in order to protect their interests and reputations.
In 2021, Access Intelligence achieved ISO/IEC 27001
certification, recognising the Group's exceptional standards in
data management and security. In January 2023, this was added to
when we achieved the ISO/IEC 9001 certification for quality
management, reflecting the Group's ongoing commitment to the
quality output of products and services in its role as a trusted
partner of client information.
The Group differentiates further from its competition with
additional certifications in Cyber Essentials and GDPR compliance.
It is also a member of the Cyber Security Information Sharing
Partnership (CISP), which is a digital service that allows UK
private sector organisations and government departments to
collaborate. As a member of CISP, Access Intelligence works with
the NCSC, Police and other industry leaders to build cyber threat
awareness that reduces the impact on UK business.
Current trading
Annualised Recurring Revenue ('ARR') growth has accelerated
within the Group's EMEA and North America business during the first
quarter of 2023, driven by both improved new business sales and
increased renewal rates in the region compared to Q1 2022.
New client wins in EMEA include the Delegation of the European
Union to the United Kingdom, the English Football League, Iris
Worldwide, Matalan, Mayborn Group, Office of the Children's
Commissioner, Penguin Random House, Punch Taverns, Sayara
International, Student Loans Company, and The Insolvency
Service.
In North America, a significant contract worth GBP0.5m per annum
has been won with a customer seeking to use the Company's
technology to obtain greater insights into its local and global
communications strategy. Other important wins in North America
include Basis Technologies, Legendary, and a partnership with
Reddit to deliver strategic research to be presented at Cannes 2023
Festival of Creativity.
Similar improvements have also been seen in APAC, with the Group
delivering its first quarter of ARR growth in the APAC region since
the acquisition of Isentia in September 2021. The ARR growth was
again due to both improved new business sales and increased renewal
rates in the region compared to Q1 2022.
New client wins in APAC include contracts with CBRE, the
Department of Employment & Workplace Relations, the Department
of Fire and Emergency Services, Mercedes, New Zealand Rugby, Senate
of the Philippines, Tesla and Uluru Dialogues.
Overall, we are pleased with the growth delivered during the
first quarter and continue to trade in line with expectations.
The results for 2022 demonstrate that Access Intelligence has
traded robustly with significant progress also being made during
the year in respect of the integration and transformation of
Isentia. It has delivered substantial synergies in APAC ahead of
expectations and ahead of schedule and has signed a number of deals
with customers that combine Isentia's established media monitoring
and insights services in the region alongside Access Intelligence's
audience intelligence offering.
A key focus throughout 2022 and beyond is to ensure that the
Group has a stable and profitable core business as the platform
from which to grow in all serviced global regions.
In the last few years, Access Intelligence has been diligently
laying the foundations for its next stage of growth. A strategic
combination of the right acquisitions, senior appointments and
product innovation, means the Group now has the platform from which
to revolutionise the industry and advance marketing and
communications disciplines around the world.
Our clients partner with us because they trust this process and
know it is being managed with the highest standards and the utmost
professionalism from our global teams.
C Satterthwaite
Chairman
Strategic Report (extract)
Results
Access Intelligence has traded robustly in 2022 whilst
continuing to transform and integrate the Isentia business acquired
in September 2021. In the period, the Group launched Pulsar into
the ANZ market and remains encouraged by customer engagement with
its expanded global product offering.
One of the key financial metrics monitored by the board is the
change in the Group's Annualised Recurring Revenue ('ARR') base
year-on-year. The change in ARR 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. ARR was previously
referred to as Annual Contract Value ('ACV') base.
During 2022, the Group delivered organic ARR growth in the EMEA
& NA market of GBP2.5 million, increasing the ARR base from
GBP26.9 million to GBP29.4 million.
In APAC, management has focussed on ensuring that it has a
stable and profitable core business to provide the Company with the
platform from which to grow in the region in 2023 and beyond. The
Group has delivered substantial synergies in the region ahead of
expectations and ahead of schedule and has sold a number of deals
that combine established media monitoring and insights services in
the region alongside Access Intelligence's audience intelligence
offering.
As well as extracting further synergies, the Company focussed on
ensuring it was delivering long term profitable recurring revenue
contracts in the region and this led to management electing not to
renew a number of contracts where the Company would not be able to
deliver them profitably.
During 2022, the Group saw a decline in ARR of GBP1.4 million in
the APAC region, with the ARR base decreasing from GBP32.0 million
to GBP30.6 million. Overall ARR for the year across all regions
increased by GBP1.1m, resulting in a total ARR at 30 November 2022
of GBP60.0m (2021: GBP58.9m).
Revenue increased by 97% year-on-year to GBP65,710,000 (2021:
GBP33,296,000). Excluding Isentia, revenue increased by 15%
year-on-year to GBP26,462,000 (2021: GBP23,082,000). Recurring
revenue comprised 93% of the total (2021: 93%), with sales teams
incentivised to focus on high contribution SaaS products.
The Group had an adjusted profit before interest, tax,
depreciation and amortisation (Adjusted EBITDA profit) for the year
of GBP2,327,000 (2021: loss of GBP528,000). Excluding Isentia, the
Group's Adjusted EBITDA loss for the year was GBP113,000 (2021:
profit of GBP1,602,000).
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
GBP254,000 (2021: GBP228,000), a share-based payments charge of
GBP1,121,000 (2021: GBP383,000), and non-recurring administrative
expenses of GBP1,215,000 (2021: GBP3,855,000). 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 GBPNil (2021:
GBP3,529,000); migration and integration of Isentia of GBP2,628,000
(2021: GBP264,000); compensation and notice payments to staff
arising from post-acquisition restructuring of GBP1,087,000 (2021:
GBPNil); and other non-recurring income of GBP2,500,000 (2021:
GBP62,000 expense).
The Group's earnings before interest, tax, depreciation and
amortisation (EBITDA) loss for the year was GBP263,000 (2021: loss
of GBP4,994,000). Excluding Isentia, the Group's EBITDA loss for
the year was GBP3,211,000 (2021: loss of GBP3,385,000).
Loss before taxation was GBP7,488,000 (2021: GBP9,557,000). In
arriving at the loss before taxation, the Group has incurred
GBP281,000 of net financial expense (2021: GBP330,000) and charged
GBP6,944,000 in depreciation and amortisation (2021: GBP4,233,000).
GBP2,312,000 of this charge related to the amortisation of
intangible assets arising on acquisition (2021: GBP1,371,000).
The Group did not have any discontinued operations during the
year (2021: None). 2023 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 1.38p (2021: 8.73p).
Cash
Cash at the year-end stood at GBP4,922,000 (2021:
GBP13,456,000). The Group had no debt at the year end (2021:
GBPNil). The total decrease in cash and cash equivalents during the
year was GBP8,534,000 (2021: increase of GBP12,053,000).
The net cash inflow from operations during the year was
GBP2,467,000 (2021: outflow of GBP2,379,000), which included
expenses incurred in respect of the acquisition of Isentia (see
Note 6).
The net cash outflow from investing activities for the year was
GBP8,538,000 (2021: outflow of GBP44,238,000), reflecting the
increased investment in the Group's products and in the prior year
the acquisition of Isentia and a further investment in an associate
entity.
The net cash outflow from financing activities for the year was
GBP2,632,000 (2021: inflow of GBP58,646,000), reflecting investment
in sales and marketing, plus interest and lease liability
repayments in respect of the Group's head office. In the prior
year, the inflow represented funds raised for the Isentia
acquisition.
At 31 March 2023, the Group's cash balance was GBP3,541,000.
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:
GBP'm
Continuing Operations 2022 2021
Annual Contract Value
base 60.0 58.9
Revenue 65.7 33.3
Gross margin (%) 76% 75%
Adjusted EBITDA -
profit 2.3 (0.5)
EBITDA - loss (0.3) (5.0)
Loss before taxation (7.5) (9.6)
Loss after taxation (4.2) (8.7)
Cash balances 4.9 13.5
Recurring revenue 61.0 30.8
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.
Consolidated Statement of Comprehensive Income
Year ended 30 November 2022
Note 2022 2021
GBP'000 GBP'000
Revenue 3 65,710 33,296
Cost of sales (15,915) (8,243)
Gross profit 49,795 25,033
Recurring administrative expenses (47,468) (25,581)
Adjusted EBITDA 2,327 (528)
Non-recurring administrative expenses 5 (1,215) (3,855)
Share of loss of associate 12 (254) (228)
Share based payments 23 (1,121) (383)
EBITDA (263) (4,994)
Depreciation of tangible fixed assets 13 (747) (336)
Depreciation of right-of-use assets 17 (2,140) (1,006)
Amortisation of intangible assets - internally
generated 11 (1,745) (1,520)
Amortisation of intangible assets - acquisition
related 11 (2,312) (1,371)
Operating loss 5 (7,207) (9,227)
Financial Income 14 10
Financial expense 8 (295) (340)
Loss before taxation (7,488) (9,557)
Taxation credit 9 3,295 842
Loss for the year (4,193) (8,715)
Exchange gains/(losses) arising on translation
of foreign operations 2,427 309
Total comprehensive income for the period
attributable to the owners of the Parent
Company (1,766) (8,406)
Earnings per share 2022 2021
------------------------------------------------ ---- -------- --------
Basic loss per share 10 (1.38)p (8.73)p
Diluted loss per share 10 (1.38)p (8.73)p
Consolidated Statement of Financial Position
At 30 November 2022
Note 2022 2021
GBP'000 GBP'000
------------------------------------------------ ---- --------- --------
Non-current assets
Intangible assets 11 69,269 63,234
Investment in associate 12 462 716
Right-of-use assets 17 1,896 3,538
Property, plant and equipment 13 861 1,080
Deferred tax assets 21 4,345 4,144
Total non-current assets 76,833 72,712
Current assets
Trade and other receivables 14 13,695 13,695
Current tax receivables 1,025 1,346
Cash and cash equivalents 24 4,922 13,456
Total current assets 19,642 28,497
Total assets 96,475 101,209
Current liabilities
Trade and other payables 16 8,945 7,735
Accruals 4,946 6,888
Contract liabilities 18 13,818 12,144
Provisions 25 - 537
Lease liabilities 17 1,610 2,184
Total current liabilities 29,319 29,488
Non-current liabilities
Provisions 25 471 372
Lease liabilities 17 907 2,187
Deferred tax liabilities 21 5,404 8,153
Total non-current liabilities 6,782 10,712
Total liabilities 36,101 40,200
Net assets 60,374 61,009
Equity
Share capital 22 6,526 6,528
Treasury shares (141) (148)
Share premium account 74,424 74,419
Capital redemption reserve 395 395
Share option reserve 2,022 901
Foreign exchange reserve 2,736 309
Other reserve 502 502
Retained earnings (26,090) (21,897)
Total equity attributable to the equity holders
of the Parent Company 60,374 61,009
Consolidated Statement of Changes in Equity
Year ended 30 November 2022
Share Treasury Share Capital Share Foreign Other Retained Total
capital shares premium redemption option exchange reserve earnings GBP'000
GBP'000 GBP'000 account reserve reserve reserve GBP'000 GBP'000
GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- -------- ----------- -------- --------- -------- --------- --------
Group
At 1 December
2020 3,757 (148) 17,242 395 518 - 502 (13,182) 9,084
Loss for the
year - - - - - - - (8,715) (8,715)
Other comprehensive
income 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
Loss for the
year - - - - - - - (4,193) (4,193)
Other comprehensive
income for the
year - - - - - 2,427 - - 2,427
Issue of Share
Capital (2) 7 5 - - - - - 10
Share-based payments - - - - 1,121 - - 1,121
At 30 November
2022 6,526 (141) 74,424 395 2,022 2,736 502 (26,090) 60,374
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 2022
Note 2022 2021
GBP'000 GBP'000
--------------------------------------------------- ------- -------- --------
Loss for the year (4,193) (8,715)
Adjusted for:
Taxation 9 (3,295) (842)
Financial expense 8 295 340
Financial income (14) (10)
11, 13,
Depreciation and amortisation 17 6,943 4,233
Share based payments 1,121 383
Share of loss of associate 12 254 228
Operating cash outflow before changes in
working capital 1,111 (4,383)
Decrease/(Increase) in trade and other receivables - (938)
Increase in trade and other payables 1,351 (4,253)
(Decrease)/increase in accruals (1,942) 5,679
Increase in contract liabilities 1,674 1,830
Decrease in provisions (438) (9)
Net cash inflow/(outflow) from operations
before taxation 1,756 (2,074)
Taxation paid 711 (305)
Net cash inflow/(outflow) from operations 2,467 (2,379)
Cash flows from investing
Interest received 14 10
Acquisition of property, plant and equipment 13 (506) (106)
Acquisition of software licenses and other
intangible assets 11 (60) (83)
Cost of software development 11 (7,986) (3,428)
Additional investment in associate 12 - (887)
Acquisition of Isentia 6 - (39,744)
Net cash (outflow)/inflow from investing (8,538) (44,238)
Cash flows from financing activities
Interest paid - (350)
Drawdown of bank loans and other loans 15 - 2,000
Repayment of bank loans 15 - (2,000)
Lease liabilities paid (2,642) (952)
Issue of shares 22 10 61,465
Costs associated with share issue - (1,517)
Net cash inflow from financing (2,632) 58,646
Net increase/(decrease) in cash and cash
equivalents 24 (8,703) 12,029
Opening cash and cash equivalents 24 13,456 1,403
Exchange gains on cash and cash equivalents 169 24
Closing cash and cash equivalents 24 4,922 13,456
Notes to the Consolidated Financial Statements
1. General Information
Access Intelligence Plc ('the Company') and its subsidiaries
(together the 'Group') provides advanced tools and human insight to
give brands, agencies and organisations the power to anticipate,
react and adapt.
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 2022, the
Statement of Comprehensive income , Statement of changes in equity,
Statement of cash flow and associated notes for the year ended 30
November 2022 have been extracted from the Group's 2022 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 2022.
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 15% and renewal
rates also decreasing by 3% compared to expected levels, whilst
only minimal cost reduction initiatives were assumed. These
assumptions are expected to result in a 3% reduction in FY23
revenue, with a 21% 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. No structural changes are deemed to
be necessary in order for the group to be a going concern.
These assessments are reviewed and challenged first by the audit
committee and then by the board as part of the budgeting and going
concern process before being approved as the final step of the
going concern paper.
The group are well diversified with operations based across the
globe which minimise risk or exposure to any one sector, country or
supplier. Furthermore no operations, suppliers or customers are
based in Russia or Ukraine, meaning theirs is no risk from the
on-going conflict.
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. The group is not reliant on any government help
or overdraft facilities. It did not have a bank loan or overdraft
at the year-end and had a net cash balance of GBP4,922,000.
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 2022, the Group recognised a deferred tax asset of
GBP4,345,000 (2021: GBP4,144,000) and a deferred tax liability of
GBP5,404,000 (2021: GBP8,153,000). 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 GBP7,986,000
(2021: GBP3,428,000) 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 10 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. 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. In the prior 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 11.
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 GBP304,000 was estimated at
30 November 2022.
The sensitivity of carrying amounts to the methods, assumptions
and estimates underlying the calculation is expected to be minimal
as all outstanding receivables over 120 days have been provided
for. Historically, debts under this level have been recoverable,
and the group still hopes to recover the majority of this
outstanding debt. However, there is the possibility that the
balances are unrecoverable hence the need for the expected credit
losses provision. No change to the past assumptions concerning
these assets and liabilities has been made. 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.
The share based payment charge is not deemed to be particularly
sensitive based on the methods, assumptions and estimates used due
to the fact that the share price has deteriorated, and any
additional charge is not deemed to be material. No changes have
been made to past assumptions concerning share based payment
charges, as the Monte Carlo approach has been consistently used.
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.
-- IFRS 9 Financial Instruments, IAS 39 Financial Instruments:
Recognition and Measurement, IFRS 7 Financial Instruments:
Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases
(Amendments): Interest Rate Benchmark Reform - Phase 2
-- IFRS 4 Insurance Contracts (Amendment): Extension of the
Temporary Exemption from Applying IFRS 9
-- Amendment to IFRS 16 : Covid-19 Related Rent Concessions
beyond 30 June 2021 (1 April 2021)
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.
-- Amendments to IFRS 3 : Reference to the Conceptual Framework
(1 January 2022)
-- Amendments to IAS 16 : Proceeds before Intended Use (1
January 2022)
-- Amendments to IAS 37 : Onerous Contracts - Cost of Fulfilling
a Contract (1 January 2022)
-- Annual Improvements to IFRS Standards 2018-2020 (1 January
2022)
-- IFRS 17 Insurance Contracts (Amendment): Initial Application
of IFRS 17 and IFRS 9 - Comparative Information
-- IFRS 17 Insurance Contracts and Amendments to IFRS 17
-- Amendments to IAS 1 and IFRS Practice Statement 2 :
Disclosure of Accounting Policies (1 January 2023)
-- Amendments to IAS 8 : Definition of Accounting Estimates (1
January 2023)
-- Amendments to IAS 12 : Deferred Tax related to Assets and
Liabilities arising from a Single Transaction (1 January 2023)
-- Amendments to IAS 1 : Classification of liabilities as
current or non-current (1 January 2024)
-- Amendments to IFRS 16 : Lease Liability in a Sale and
Leaseback (1 January 2024)
-- Amendments to IAS 1 : Non-current liabilities with Covenants
(1 January 2024)
These Standards and amendments are effective from accounting
periods beginning on or after the dates shown above. The directors
do not expect any material impact as a result of adopting the
standards and amendments listed above in the financial year they
become effective.
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 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.
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.
Where leases are modified the right of use asset and lease
liability are remeasured at the date of modification to account for
the modification.
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 2022 there were thirty-one (2021: fifteen) 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.
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:
2022 2021
GBP'000 GBP'000
United Kingdom 20,659 19,073
North America 2,586 1,987
Europe excluding UK 1,844 1,201
Australia and New
Zealand 30,876 8,145
Asia 8,797 2,374
Rest of the world 948 516
65,710 33,296
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.
2022
The segment information for the year ended 30 November 2022, is
as follows:
EMEA & APAC Total GBP'000
NA GBP'000
GBP'000
External revenue 26,462 39,248 65,710
Adjusted EBITDA (113) 2,440 2,327
Non-recurring costs (1,920) 705 (1,215)
Share of loss of associate (254) - (254)
Share-based payments (925) (196) (1,121)
Depreciation and amortisation (3,281) (3,663) (6,944)
Financial Income 10 4 14
Financial expense 731 (1,026) (295)
Taxation 685 2,610 3,295
Profit/(Loss) after taxation (5,067) 874 (4,193)
Reportable segment assets 48,434 48,041 96,475
Reportable segment liabilities 20,240 15,861 36,101
Other information: Additions to intangible
assets 4,191 3,855 8,046
Other information: Additions to property,
plant and equipment 116 391 506
Other information: Investment in associate
- equity method 462 - 462
2021
The segment information for the year ended 30 November 2021, is
as follows:
EMEA & APAC Total GBP'000
NA GBP'000
GBP'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
5. Operating Loss
Operating loss is stated after charging:
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- -------- --------
Employee benefit expenses 38,801 18,238
Depreciation of property, plant and equipment 746 336
Amortisation of right-of-use assets 2,140 1,006
Amortisation of development costs 1,687 1,464
Amortisation of acquired software platforms 1,213 846
Amortisation of brand values 217 128
Amortisation of software licences 58 56
Amortisation of database 5 91
Amortisation of customer list 878 306
Loss on foreign currency translation (106) 57
Non-recurring items (see below) 1,215 3,855
Auditor's remuneration (see below) 549 261
Research and development and other technical
expenditure (a further GBP3,428,000 (2020: GBP1,973,000)
was capitalised) 2,289 1,676
Increase in expected credit loss provision (190) 94
The non-recurring costs are made up of the following:
2022 2021
GBP'000 GBP'000
---------------------------------------------- -------- --------
Non-recurring migration and integration costs 2,628 264
Acquisition and due diligence related costs - 3,529
Compensation and notice payments - all staff 1,087 -
Non-recurring legal costs - 124
Copyright settlement (2,703) -
Other 203 (62)
1,215 3,855
Auditor's remuneration is further analysed as:
2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- --------
Fees payable to the Company's auditor for the
audit of the Company's annual accounts 287 168
The audit of the Company's subsidiaries, pursuant
to legislation 262 93
549 261
6. Business combinations during the prior period
Isentia
On 1 September 2021, 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$28,700,000.
The Board believe that the Enlarged Group will benefit from
greater scale, a superior product offering and greater geographic
reach as well as being able to benefit from business synergies
available from a combination of Access Intelligence and
Isentia.
In the three-month period that Isentia was owned by the Group,
it contributed revenue of GBP10,215,000 and a loss after tax of
GBP2,198,000. Had Isentia been included within the Group's results
since 1 December 2020, total Group revenue for 2021 would have been
GBP67,698,000, and total Group loss after tax would have been
GBP9,221,000.
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of assets
acquired and liabilities assumed at the date of acquisition.
Book Value Adjustment Fair Fair Value
AU$'000 AU$'000 Value GBP'000
AU$'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 GBP5,675,000, of which GBPNil was expected to be
uncollectable at the date of acquisition.
Accruals and deferred income includes an amount of GBP2,192,000
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$'000 GBP'000
Purchase of shares (June) 6,964 3,808
Purchase of shares (completion) 28,672 15,198
Debt repayment 44,750 23,702
Transfer to restricted account 541 289
80,927 42,997
Acquisition related costs
The Group incurred acquisition related costs of GBP3,529,000 on
legal fees, due diligence costs and stamp duty in relation to the
Isentia acquisition in 2021 and as it evaluated potential
acquisition activities.
These costs have been included within 'non-recurring
administrative expenses'.
Goodwill
Goodwill recognised on this acquisition represents the
difference between the consideration paid and the fair value of the
net assets acquired.
The goodwill recognised will not be deductible for tax
purposes.
The goodwill arising has been recognised as follows:
AU$'000 GBP'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
2022 2021
---------------------------------------------------- ----- ----
The average number of persons (including directors)
employed by the Group during the year was:
Technical and support 263 91
Commercial 757 271
Finance and administration 81 49
1,101 411
Costs incurred in respect of these employees were:
2022 2021
GBP'000 GBP'000
-------------------------------- -------- --------
Wages and salaries costs 32,126 15,894
Social security costs 2,361 1,359
Pension costs 1,608 866
Health insurance 196 48
Employee benefits 2,486 63
Compensation for loss of office 24 8
38,801 18,238
The compensation for loss of office charge of GBP24,000 (2021:
GBP8,000) relates to four employees (2021: 1) who were made
redundant during the year.
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 2022 2021
GBP GBP GBP GBP
------------------------ -------- ------- ------- ---------
Executive Directors
J Arnold 360,876 - 360,876 550,375
M Fautley 250,000 - 250,000 287,500
Non-Executive Directors
C Satterthwaite - 80,000 80,000 80,000
M Jackson* - 18,205 18,205 40,000
C Pilling - 40,000 40,000 36,667
J Hamer - - - 32,500
K Puris - 40,000 40,000 20,000
L Gilbert - 40,000 40,000 6,667
S Vawda - 47,500 47,500 33,646
610,876 265,705 876,581 1,087,355
*Amounts paid to M Jackson in 2022 relate to a notice payment in
line with his service agreement. The date at which he stepped down
from being a director was 13 May 2021.
J Arnold received health insurance benefits during the year of
GBPNil (2021: GBP3,075). J Arnold received payments into a personal
retirement money purchase pension scheme during the year of
GBP42,348 (2021: GBP31,000).
M Fautley received health insurance benefits during the year of
GBP788 (2021: GBP758). M Fautley received payments into a personal
retirement money purchase pension scheme during the year of
GBP25,000 (2021: GBP21,000).
No other directors received any other benefits other than those
detailed above.
The interests of the directors in share options are detailed in
the Directors' Report in the annual report.
During the year, nil (2021: 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 GBP76,832 (2021: GBP148,979).
8. Financial expense
2022 2021
GBP'000 GBP'000
------------------------------------------------ -------- --------
Interest charge in respect of lease liabilities 278 344
Interest charged on non-convertible loan notes - 6
Other interest 17 (10)
Total financial expense 295 340
9. Taxation
2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- --------
Current income tax:
UK corporation tax credit for the year - (253)
Adjustment in respect of prior year (583) (473)
Foreign taxation 181 476
Total current income tax credit (402) (250)
Deferred tax (note 21)
Origination and reversal of temporary differences (2,833) (738)
Adjustments in respect of prior periods (60) (10)
Effect of tax rate change on opening balance - 156
Total deferred tax (2,893) (592)
Total tax credit (3,295) (842)
As shown below the tax assessed on the loss on ordinary
activities for the year is lower than (2021: higher than) the
standard rate of corporation tax in the UK of 19% (2021: 19%).
The differences are explained as follows:
Factors affecting tax credit 2022 2021
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Loss on ordinary activities before tax (7,488) (9,557)
Loss on ordinary activities multiplied by effective
rate of tax (1,423) (1,816)
Items not deductible for tax purposes (976) 1,025
Adjustment in respect of prior years (476) (480)
Additional R&D claim CTA 2009 (240) (587)
Deferred tax not recognised (180) 1,016
Total tax credit (3,295) (842)
Factors that may affect future tax expenses
The corporation tax rate for the year ended 30 November 2022 was
19%. The corporation tax rate of 25% was enacted with effect from 1
April 2023.
10. Earnings per share
In 2022 and 2021 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 2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- --------
(Loss)/profit for the year and earnings used in
basic EPS (1,766) (8,406)
Earnings used in diluted EPS (1,766) (8,406)
Denominator
Weighted average number of shares used in basic
EPS ('000) 127,643 96,237
Dilutive effect of options N/A N/A
Weighted average number of shares used in diluted
EPS ('000) 127,643 96,237
Basic (Loss)/earnings per share (pence) (1.38) (8.73)
Diluted loss per share for the year (pence) (1.38) (8.73)
The total number of options or warrants granted at 30 November
2022 of 7,037,524 (2021: 7,329,687), would generate GBP3,849,181
(2021: GBP4,028,439) in cash if exercised. At 30 November 2022,
294,130 options (2020: Nil) were priced above the mid-market
closing price of 87.5p per share (2021: 146.5p per share) and
6,743,394 (2021: 7,329,687) were below.
Of the 7,037,524 options and warrants at 30 November 2022,
3,600,654 (2021: Nil) staff options and 1,390,481 (2021: 1,390,481)
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 Goodwill Development Software Database Customer Total
Value GBP'000 Costs and Licences GBP'000 relationships GBP'000
GBP'000 Acquired GBP'000 GBP'000
Software
Platforms
GBP'000
-------------------------- -------- -------- ----------- --------- -------- -------------- --------
Cost
At 1 December 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
Capitalised during
the year - - 7,986 60 - - 8,046
Foreign exchange movement 34 1,319 266 - - 440 2,059
At 30 November 2022 2,979 39,216 26,964 569 1,290 12,447 83,465
Amortisation and impairment
At 1 December 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
Charge for the year 217 - 2,901 57 5 878 4,058
Foreign exchange movement 1 - 5 - - 6 12
At 30 November 2022 1,175 - 8,996 459 1,290 2,276 14,196
Net Book Value
At 30 November 2022 1,804 39,216 17,968 110 - 10,171 69,269
At 30 November 2021 1,988 37,897 12,622 107 5 10,615 63,234
Acquisition related intangibles
Brand value, Goodwill, Database, Customer relationships and
acquired software platforms are acquisition related intangibles. Of
the GBP2,901,000 (2021: GBP2,310,000) amortisation charge on
Development costs and acquired software platforms, GBP1,213,000
(2021: GBP846,000) relates to acquired software platforms, bringing
the total amortisation on acquisition related intangibles to
GBP2,313,000 (2021: GBP1,371,000). Amortisation on internally
generated intangibles totals GBP1,745,000 (2020: GBP1,520,000).
The carrying value and remaining amortisation period of
individually material intangible assets are as follows:
Carrying amount Remaining amortisation
period
2022 2021 2022 2021
GBP'000 GBP'000 Years Years
--------------------------------------------- -------- -------- ------------ -----------
Brand
Access Intelligence Media and Communications 480 540 8 9
ResponseSource 243 259 16 17
Pulsar 407 431 17 18
Isentia 640 758 6 7
Development Costs and Acquired Software Platforms
AIMediaData - Vuelio Platform Development 4,348 3,755 3 4
ResponseSource - Platform Development 314 695 1 2
Pulsar - Platform Development 3,299 1,593 3 4
Isentia - Platform Development 7,912 6,578 7 8
Database
ResponseSource - PR & Media Contacts
Database - 5 - -
Customer Relationships
ResponseSource - Acquired Customer
Relationships 614 739 5 6
Isentia - Acquired Customer Relationships 9,558 9,876 13 14
For the purpose of impairment testing, goodwill is allocated to
the Group's CGUs which are the lowest level within the Group at
which the goodwill is monitored.
The carrying value of goodwill allocated to CGUs within the
Group is:
2022 2021
Goodwill GBP'000 GBP'000
EMEA & NA 7,740 7,740
APAC 31,476 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 pre-tax discount rate used for both the EMEA & NA and
APAC CGUs was 14%, based on an assessment of the Group's cost of
capital and on comparison with other listed technology
companies.
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 21.2%
in EBITDA delivered by EMEA & NA would result in the carrying
value of its CGU being equal to the recoverable amount. For APAC, a
27.2% reduction in EBITDA would result in the carrying value of its
CGU being equal to the recoverable amount.
For EMEA & NA, a 5.6% percentage point increase in the
discount rate would result in the carrying value of its CGU being
equal to the recoverable amount. For APAC, a 4.2% percentage point
increase in the discount rate would result in the carrying value of
its CGU 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
2022.
12. Investment in associate
2022 2021
GBP'000 GBP'000
1Cost
At 1 December 1,872 985
Additions - 887
At 30 November 1,872 1,872
Share of loss of associate and impairment
At 1 December 1,156 928
Share of loss of associate 254 228
At 30 November 1,410 1,156
Net Book Value
At 1 December 716 57
At 30 November 462 716
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 GBP625,000.
During the year, the Group invested a further GBP887,000 in
TrackRecord Holdings Limited, as part of a GBP3,000,000 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 GBP254,000 (2021: GBP228,000). 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 GBP100,000 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 GBP100,000 of this loan facility was
drawn down in 2020. 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 GBP2,000 in November 2019. The total
value drawn down by TrackRecord Holdings Limited at 30 November
2022 was GBP100,000 (2021: GBP100,000).
An impairment assessment has been carried out in accordance with
IAS28 paragraphs 41A - 41C to determine whether there is any
objective evidence that the net investment in the associate is
impaired. Based on two year forecasts, we have assessed revenue
growth, recurring revenue and increases in costs of sales, using an
appropriate discount rate, and performed sensitivity analysis on
these forecasts based on past performance against prior year
forecasts. Under these sensitised forecasts, we have determined
that the business's discounted cash flow exceeds both the Group's
and Company's investment carrying values at 30 November 2022, and
therefore no impairment is required, although this will be reviewed
again at 30 November 2023.
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 Track Record
Holdings Limited Holdings Limited
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ----------------- -----------------
Total current assets 1,417 2,520
Total non-current assets 778 784
Total current liabilities (1,681) (1,603)
Net assets 514 1,701
Access Intelligence Plc share of net assets/(liabilities)
(21.4%) 110 364
Reconciliation to carrying amounts Track Record Track Record
Holdings Limited Holdings Limited
2022 2021
GBP'000 GBP'000
-------------------------------------------- ----------------- -----------------
Opening net assets/(liabilities) 1 December 1,701 (212)
Loss for the period (1,187) (1,087)
Issue of new share capital - 3,000
Net assets 514 1,701
Summarised statement of comprehensive Track Record Track Record
income Holdings Limited Holdings Limited
2022 2021
GBP'000 GBP'000
-------------------------------------- ----------------- -----------------
Revenue 2,238 1,976
Loss for the period (1,187) (1,087)
Other comprehensive income - -
Total comprehensive income (1,187) (1,087)
13. Property, plant & equipment
Fixtures, fitting and equipment Leasehold improvements Total
GBP'000 GBP'000 GBP'000
--------------------------- ------------------------------- ---------------------- --------
Cost
At 1 December 2020 702 587 1,289
Additions 106 - 106
Disposals (105) (23) (128)
On Acquisition on business 592 214 806
Foreign exchange movement 39 9 48
At 30 November 2021 1,334 787 2,121
Additions 348 158 506
Disposals (364) (220) (584)
Foreign exchange movement 125 37 162
At 30 November 2022 1,443 762 2,205
Depreciation and impairment
At 1 December 2020 433 360 793
Charge for the year 226 110 336
Disposals (105) (23) (128)
Foreign exchange movement 33 7 40
At 30 November 2021 587 454 1,041
Charge for the year 433 314 747
Disposals (364) (220) (584)
Foreign exchange movement 111 29 140
At 30 November 2022 767 577 1,344
Net Book Value
At 30 November 2022 676 185 861
At 30 November 2021 747 333 1,080
14. Trade and other receivables
2022 2021
GBP'000 GBP'000
---------------------------------- -------- --------
Current assets
Trade receivables 9,079 10,003
Less: provision for impairment of
trade receivables (304) (637)
Trade receivables - net 8,775 9,366
Prepayments 4,279 3,862
Other receivables 641 467
13,695 13,695
Prepayments has been disclosed separately from Other Receivables
in 2022. 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:
2022 2021
GBP'000 GBP'000
----------------- -------- --------
Days outstanding
31-60 days 330 491
61-90 days 138 191
91-180 days 357 705
825 1,387
Movements on the Group provision for impairment of trade
receivables are as follows:
2022 2021
GBP'000 GBP'000
--------------------------- -------- --------
At 1 December 637 185
Increase in provision (190) 94
On acquisition of business - 569
Write-offs in year (143) (211)
At 30 November 304 637
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 GBP4,922,000 (2021:
GBP13,456,000). The Group does not hold any collateral as
security.
As disclosed in Note 14, 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
2022 2021
GBP'000 GBP'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 prior year, the Company secured a GBP2,000,000,
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 2022 2021
GBP'000 GBP'000
-------------------------------- -------- --------
Trade and other payables 8,079 6,662
Other taxes and social security
costs 537 643
VAT payable 329 430
8,945 7,735
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
GBP'000
At 1 December 2020 2,329
On acquisition of business 2,306
Depreciation charge (1,006)
Effect of modification to lease terms (116)
Foreign exchange movements 25
At 30 November 2021 3,538
Additions 65
Depreciation charge (2,140)
Disposals (16)
Effect of modification to lease terms 377
Foreign exchange movements 72
At 30 November 2022 1,896
Set out below are the carrying amounts of lease liabilities and
the movements during the period:
Lease liabilities Land & Buildings
GBP'000
At 1 December 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
Accretion of interest 286
Effect of modification to lease terms 377
Additions 64
Reversal of lease liabilities (17)
Lease payments (2,642)
Foreign exchange movements 78
At 30 November 2022 2,517
Lease liability maturity 2022 2021
analysis GBP'000 GBP'000
Less than one year 1,718 2,468
Between one and five
years 976 2,353
More than five years - -
2,694 4,821
The following are the amounts to be recognised in profit or
loss:
2022 2021
GBP'000 GBP'000
Amortisation of right-of-use
assets 2,140 1,006
Interest expense on lease liabilities 286 344
Total amount recognised in
profit or loss 2,426 1,350
The Group had total cash outflows for leases of GBP2,642,000 in
2022 (2021: GBP1,296,000). The Group also had non-cash additions to
right-of-use assets of GBP65,000 (2021: GBPNil) and lease
liabilities of GBP64,000 in 2022 (2021: GBPNil).
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
2022 2021
GBP'000 GBP'000
At 1 December 12,144 8,122
Invoiced during the year 67,384 35,126
Revenue recognised during the
year (65,710) (33,296)
On acquisition of business - 2,192
At 30 November 13,818 12,144
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 2022 (2021: 0.01% - 2.4%) 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 2022 the Group had no borrowings (2021: 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 2022
produced GBP14,000 (2021: GBP10,000) of income.
The credit risk is discussed in Note 14.
The Group's principal financial instruments for fundraising are
through share issues.
2022 2021
GBP'000 GBP'000
Financial assets
Trade and other receivables excluding
prepayments 9,416 9,977
Cash and cash equivalents 4,922 13,456
14,338 23,433
Financial liabilities
Trade and other payables 8,079 6,662
Lease liabilities 2,517 4,371
10,596 11,033
Undiscounted contractual maturity of financial liabilities
Amounts due within one year 9,797 9,130
Amounts due between one and five years 976 2,353
10,773 11,483
Less: future interest charges (177) (450)
Financial liabilities carrying value 10,596 11,033
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 GBP4,922,000 (2021: GBP13,456,000)
available cash resources against a liability payable within the
next 12 months of GBP9,797,000 (2021: GBP9,130,000). 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 six 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 Fair value Total
GBP'000 tax on assets of intangible GBP'000
GBP'000 assets
GBP'000
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)
Charge to profit or loss - - 2,893 2,893
Foreign exchange movement - - 57 57
At 30 November 2022 - 18 (1,077) (1,059)
At the reporting date the Group had unused tax losses of
approximately GBP15,420,000 (2021: GBP12,136,000) 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 GBP3,855,000 (2021: GBP3,034,000)
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:
2022 2021
GBP'000 GBP'000
------------------------- -------- --------
Deferred tax assets 4,345 4,144
Deferred tax liabilities (5,404) (8,153)
Total (1,059) (4,009)
22. Share capital
Equity: Ordinary shares of 5p each 2022 2021
GBP'000 GBP'000
Allotted, issued and fully paid 130,524,386
ordinary shares of 5p each (2021: 130,524,386
ordinary shares of 5p each) 6,526 6,528
2022 2021
Number of shares at 1 December 130,524,386 75,146,515
Share options exercised in year - 55,377,871
Number of shares at 30 November 130,524,386 130,524,386
At 1 December 2021, the Company had 2,927,315 5p shares held in
treasury. During the year, 101,669 of these shares were allotted,
with the number of shares held in treasury at the year end being
2,825,646. 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 127,698,740 (2021:
127,597,071).
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 GBP10,000,000. 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
GBP9,630,000.
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 GBP1,450,000.
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 GBP50,000,000.
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 GBP11,000. This was credited
erroneously to share capital in the prior year and we rebooked to
treasury shares in the current year. The effect on the net asset
position of the Group is nil and the effect on EPS is
negligible.
On 14 June 2022, 53,351 shares were allotted out of treasury at
a price of 56.0p per share due to an exercise of employee share
options. Gross proceeds were GBP30,000.
On 14 July 2022, 48,318 shares were allotted out of treasury at
a price of 56.0p per share due to an exercise of employee share
options. Gross proceeds were GBP27,000.
After the allotment of the shares in November 2022, the
Company's total share capital was 130,524,386 and the total issued
share capital for voting and dividend purposes, excluding shares
held in treasury, was 127,698,740.
Transaction costs associated with share issues in the year
amounted to GBP47,237 (2021: GBP1,436,374). 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 2022 were as follows:
Date of grant Exercise price No of shares Exercisable
between
23 October 2008 27.5p 1,390,481 No time limit
Feb 2022-Feb
18 February 2019 56.0p 3,233,682 2029
Oct 2022-Oct
24 October 2019 54.5p 366,972 2029
Jul 2023-Jul
31 July 2020 65.0p 1,633,452 2030
May 2024-May
19 May 2021 134.0p 294,130 2031
Oct 2024-Oct
01 October 2021 0.05p 118,807 2031
7,037,524
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 Granted Exercised Forfeited At end of
of year year
------------- --------- ------- --------- --------- ---------
WAEP 2021
(p) 52.8 65.0 - 65.0 55.0
WAEP 2022
(p) 55.0 - 56.0 64.2 54.7
Options 2021 7,205,715 412,937 (39,351) (249,614) 7,329,687
Options 2022 7,329,687 - (101,669) (190,494) 7,037,524
The range of prices at which options and warrants can be
exercised is 27.5p to 134.0p.
During 2022, options were granted over nil shares with an
exercise price of Nilp per share and nil shares with an exercise
price of Nilp 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 GBPNil,
with the 2021 charge being GBP172,000.
190,494 options were cancelled in the year (2021: 249,614).
During the year, 101,669 share options were exercised at 56p.
The weighted average price of shares on the date of exercise during
the prior year was 56p.
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.GBP153.1 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 GBP1,121,000 (2021:
GBP383,000).
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 Cash outflow As at 30
November 2021 GBP'000 November 2022
GBP'000 GBP'000
-------------------------- -------------- ------------ --------------
Cash and cash equivalents 13,456 (8,534) 4,922
As at 30 Cash inflow As at 30
November 2020 GBP'000 November 2021
GBP'000 GBP'000
-------------------------- -------------- ----------- --------------
Cash and cash equivalents 1,403 12,053 13,456
Below are the changes in liabilities arising from financing
activities, including changes arising from cash flows and non-cash
changes.
As at Cash Foreign New Interest Other As at
30 November Flows exchange leases charged 30 November
2021 movement 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------- -------- ---------- -------- --------- -------- -------------
Current lease liabilities 2,184 (2,642) 78 - 286 1,704 1,610
Non-current lease
liabilities 2,187 - - 64 - (1,344) 907
Total liabilities
from financing
activities 4,371 (2,642) 78 64 286 360 2,517
The other column in the changes in liabilities arising from
financing activities covers the accretion of interest, lease
modification, reversal of lease liabilities and the transfer of
non-current leases to current leases.
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 Leasehold
leave provision dilapidations Total
GBP'000 GBP'000 GBP'000
----------------------------- ---------------- -------------- --------
At 1 December 2021 595 314 909
Released in the year (560) - (560)
Additions - 92 92
Foreign exchange movement 26 4 30
At 30 November 2022 61 410 471
Due within one year - - -
Due after more than one year 61 410 471
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
Two (2021: one) 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:
2022 2021
GBP GBP
---------- ------ -----
L Gilbert 40,000 8,187
K Puris 40,000 -
During the year, the Group procured technical and product
development services for an amount of GBPNil (2021: GBP92,000) 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 GBPNil (2021: GBPNil).
During the year, the Group procured technical and product
development services for an amount of GBP580,000 (2021: GBP271,000)
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
GBP85,920 (2021: GBP41,000). C Pilling transferred shares so that
he was no longer a significant shareholder and resigned as a
director on 8 November 2022.
At the year-end, an amount of GBP3,333 (2021: GBP8,187) was due
to Lisa Gilbert.
During the year, the Group recognised a share-based payment
charge of GBP150,657 (2021: GBP148,979) in respect of key
management personnel.
During the year ended 30 November 2019, the Group made available
a loan facility of GBP100,000 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. See note
12 for further details.
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 GBP1,608,000 (2021: GBP866,000) was contributed
by the Group to individual pension schemes. At 30 November 2022
GBPNil pension contributions were outstanding (2021: GBPNil).
28. Events after the reporting date
On Friday, March 10, 2023, Silicon Valley Bank (SVB) failed
after a bank run, the Groups' US based deposits were entirely
protected by the Federal Deposit Insurance Corporation (FDIC). The
UK based deposits were protected by the Financial Services
Compensation Scheme, the UK's deposit guarantee scheme.
The UK accounts were taken over by HSBC as part of it's purchase
of SVB on the 13 March 2023, which allowed the UK operations to
continue to operate as normal.
The US deposits were taken over by Silicon Valley Bridge Bank,
N.A., which is a bridge bank and has assumed ongoing business.
The Group does not consider there to be any ongoing impact as a
result of the situation in respect of Silicon Valley Bank and
therefore this is considered to be a non-adjusting event.
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 ) later today.
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