FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2019

6 April 2020

 

ACCESS INTELLIGENCE PLC

("Access Intelligence", the "Company" or the "Group")

 

FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2019

 

Access Intelligence Plc (AIM: ACC), the technology innovator delivering Software-as-a-Service ("SaaS") solutions for the PR, communications and marketing industries, announces its final results for the year ended 30 November 2019.

 

Highlights

 

·    Revenue increased by 51% year-on-year to £13.43 million. Excluding Pulsar, revenue increased by 42% to £12.62 million.

 

·    Annual Contract Value ("ACV") base increased by 46% to £18.1 million (2018: £12.4 million). Excluding Pulsar, ACV increased by 10%.

 

·    Adjusted EBITDA profit of £0.81 million (2018: profit of £0.03 million).

 

·    Net cash of £2.0 million (2018: £4.2 million, of which £2.1m related to ResponseSource deferred consideration).

 

·    Completed the acquisition of Fenix Media Ltd and Face US Inc ("Pulsar") which strengthens the Group's

technology, data and research capabilities. By combining conversational and behavioural signals from leading digital channels, Pulsar enables brands to understand online conversations across social media then determine with which communities to engage.

 

·    Accelerated momentum in new business during H2 2019. New clients during the year include Emirates, RNLI, Investec, St James's Place, Médecins Sans Frontières, Bauer Media, Costa, Met Office, Government Legal Department, National Union of Students, The Institute of Mechanical Engineers, The Royal British Legion and UEFA.

 

·    Continued to invest in technology and product development within an overarching framework of improving user experience. Delivered new solutions for clients including newsrooms, improved and more closely integrated political services, and secure authentication and data management features for the public sector.

 

 

Christopher Satterthwaite, Non-Executive Chairman of Access Intelligence, commented: "2019 was another year of strong growth for Access Intelligence. We increased revenue 51 per cent year on year, demonstrating the underlying commercial strength of the Group portfolio. Our commitment to growth was evidenced by the acquisition of Pulsar and further product enhancements to the Vuelio and ResponseSource platforms. Pulsar is a particularly exciting addition because it strengthens our technology, data and research capabilities while opening US and global opportunities. It adds further breadth to the Access Intelligence portfolio and customer base providing resilience as we navigate the immediate uncertainty bought by COVID-19."

 

 

For further information:

  Access Intelligence plc                                                                                                              020 3426 4024

  Joanna Arnold (CEO) / Mark Fautley (CFO)                                                                     

  finnCap Limited (Nominated Adviser and Broker)                                                           020 7220 0500

  Corporate Finance - Marc Milmo / Kate Bannatyne / Matthew Radley / Kate Washington

  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.

 

Chairman's Statement

We live in times of exceptional change with 2019- 2020 representing a year of intense volatility in business, politics and media. This has culminated in the COVID-19 pandemic which has driven, in just a matter of weeks, fundamental changes in how every business operates.

 

It will take time to fully understand the longer-term implications of this crisis but already we are seeing direct impact on short-term global economic stability and business decision making. In the media, communications and marketing industries, some of the most immediate effects have been to accelerate the evolution of consumer behaviour. This includes trends such as a reliance on social media networks to keep up to date in a fast-moving news environment.

 

The immediacy and speed of communication is changing the fundamentals of brand engagement by forcing reappraisal of the channels, content and audiences important to reputation. It further compounds the ongoing disruption to the relationship between governments, business, media and the public.

 

Our ambition is to be at the forefront of supporting brands to navigate this new reality, especially in times of crisis. Our portfolio of Vuelio, Pulsar and ResponseSource provides the insights, monitoring, evaluation and networking tools that enable our 3,500 customers to deliver truly effective communications. Today, the breadth of our product portfolio and expertise of our product engineering team means that we can move fast to put our customers ahead of their audiences' needs.

 

In the last week, this led to us responding to our clients' communications challenges by launching bespoke COVID political monitoring; audience trends analysis based on the online conversation to overcome the collapse in face to face market research; and dedicated product offerings for front line, emergency organisations. It shows the strength of our portfolio which provides intelligence and workflow tools that span the entire reputation landscape - editorial media, social media and politics.

 

2019: a year of growth

Over the last year, we scaled as a result of the integration of Vuelio and ResponseSource alongside the completion of product enhancements and acquisition of Pulsar, the audience insights and social listening platform. Pulsar complements our existing portfolio which includes Vuelio, the platform that helps organisations make their story matter and ResponseSource, the network connecting journalists and influencers to the resources they need.

Pulsar is a particularly exciting addition to Access Intelligence because it strengthens the Group's technology, data and research capabilities. By combining conversational and behavioural signals from leading digital channels, Pulsar enables brands to understand online conversations across social media, to then determine with which communities to engage. It is market leading technology combined with an innovative team who have quickly integrated into the Group.

Group Performance

Each company within Access Intelligence is a software as service (SaaS) business, which remains a secure and highly sustainable model with a growing, recurring revenue base of subscriptions typically on annual or multiyear contracts. This model means the Group's companies are building resilience to a financial downturn with operations underpinned by long term visibility of contracted revenue. It provides the ability to develop opportunities within a changing market while operating in a highly efficient cost structure.

Growth strategy

Despite dramatic market uncertainty, the Access Intelligence Board and Leadership team are committed to building a market leading and profitable business. Our strategy is to grow through a combination of product innovation and acquisition. This is evidenced by the addition of Pulsar to the Group, a year after acquiring ResponseSource. Their successful integration demonstrates our ability to work fast to identify and capitalise on technology and client synergies that open new revenue, global markets and development opportunities.

In 2019, we continued to invest in our technology and product development within an overarching framework of improving user experience through integrating platforms. This will provide us with greater functionality, including most recently the ability to move the entire office almost overnight to secure home working.

There were new solutions for clients including newsrooms, improved and more closely integrated political services, and secure authentication and data management features for the public sector. This went hand in hand with improved means of enriching media content and data, improving margins and mitigating supply chain risk.

People first

With the rapid expansion of the Group, it became necessary to relocate our offices and so in November 2019 Access Intelligence moved to Hatton Garden. The new space is designed to foster collaboration between each subsidiary with shared workspaces and a town hall meeting space for hosting clients and networking events. It has had an immediate and highly positive effect on overall productivity and wellbeing, contributing to our goal of being the employer of choice for talent in our sector.

Future focused

In an uncertain business environment, we are an agile, innovative business focused on sustainable growth. The results we've seen demonstrate the ongoing commitment and dedication of our team. I would like to thank each one of them for their support. I look forward to working with you into the future and updating you as we continue our journey to transform the market and deliver on our vision of powering open and effective communication between people, brands and government.

C Satterthwaite
Chairman

 

Strategic Report

The Access Intelligence Group is a high growth set of companies with a shared vision of applying technology to power open and effective communications to improve the relationship between government, business, media and the public. Realising this vision relies on market leading products alongside scalable innovation to unlock new global markets and accelerate growth powered by our people. The long term strategy is to create a next-generation intelligence marketplace that removes inefficiency and improves the flow of information between all stakeholders.

Results

During the 2019 financial year, the Group has continued to deliver organic growth and increase adjusted EBITDA profitability, whilst completing the acquisition of Pulsar to add significant scale and technological advancement.

One of the key financial metrics monitored by the board is the change in the customer Annual Contract Value ('ACV') base year-on-year. This metric reflects the annual value of new business won, plus upsells into our existing customer base, less any customer losses. It is an important metric for the Group as it is a leading indicator of future revenue. During 2019, the Group's ACV base grew organically by £1.3 million (10.4%) to £13.7 million. Including the impact of the Pulsar acquisition, the Group's ACV base stood at £18.1 million at 30 November 2019.

Revenue from continuing operations increased by 51% year-on-year to £13,429,000 (2018: £8,888,000). Recurring revenue comprised 97% of the total (2018: 99%), with sales teams incentivised to focus on high contribution SaaS products. Vuelio revenue grew by 5.6% to £9,154,000 whilst ResponseSource revenue for the year was £3,462,000. Pulsar revenue for the post acquisition period from 8 October to 30 November 2019 was £813,000.

The Group's continuing operations delivered adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) for the year of £805,000 (2018: profit of £34,000). Adjusted EBITDA excludes non-recurring expenses of £1,777,000 (2018: £473,000), a share of loss of associate of £201,000 (2018: £222,000), and a share based payments charge of £63,000 (2018: £Nil). The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) loss from continuing operations for the year was £1,236,000 (2018: loss of £661,000).

Adjusted EBITDA excluding Pulsar was £1,118,000 whilst EBITDA excluding Pulsar was a loss of £923,000.

Loss before taxation from continuing operations was £2,894,000 (2018: £1,717,000). In arriving at the operating loss, the Group has incurred £93,000 of net financial expense (2018: £160,000) and charged £1,863,000 in depreciation and amortisation (2018: £896,000).

The Group did not have any discontinued operations during the year (2018: loss of £155,000). Further information relating to prior year discontinued operations is provided within note 6 to the consolidated financial statements.

2020 will see continued focus on growth in revenue and gross margin, whilst the Group further develops its product suite.

Loss per share

The basic loss per share from continuing operations was 3.44p (2018: 2.98p). Basic loss per share from discontinued operations was 0.00p (2018: loss of 0.34p).

Cash

In October 2019, the Group raised £3,300,000 before expenses by the issue of 6,346,153 Ordinary 5p shares at a price of 52p per share. The funds were raised to fund working capital plus acquisition and integration costs for Pulsar, plus repayment of all of the outstanding 12% June 2020 loan notes.

Cash at the year-end stood at £2,001,000 (2018: £5,300,000) whilst net cash, calculated as cash held less loan notes and other loans, was £1,978,000 (2018: net cash of £4,223,000).

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.

The key performance indicators for the year are:

£'000 Continuing Operations	2019	2018
Revenue	13,429	8,888
Gross margin (%)	75%	70%
Adjusted EBITDA - profit	805	34
EBITDA - loss	(1,236)	(661)
Loss before taxation	(2,894)	(1,717)
Loss after taxation	(2,160)	(1,355)
Cash balances	2,001	5,300
Recurring revenue	13,010	8,801

 

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.

Dividend

As a result of the significant investment the Company has made in the strategic product innovation and sales development, the directors do not propose to pay a dividend for 2019 (2018: £Nil).

 

Current trading

Continued growth in Vuelio and ResponseSource whilst integrating Pulsar

The combined Vuelio and ResponseSource business continued to scale throughout Q1 2020. This accelerating growth was underpinned by a seven percentage point increase in renewal rates by value compared to Q1 2019.

The integration of Pulsar within the wider Access Intelligence business also proceeded at pace. Pulsar's UK staff were co-located into the Group's new head office in December 2019 and the process of migrating CRM and accounting systems commenced. This migration is expected to complete in Q2 2020 and the Pulsar commercial and finance teams are now reporting into Group functions. Product synergy savings have already been identified and development activity to deliver social media cost savings across the Group has been scheduled.

COVID-19 Update

Since the outbreak of COVID-19, the global economy has entered a period of significant turbulence. The combined impact of the contagion and drastic measures taken by governments, including social distancing and self-isolation have slowed the flow of people, goods and the economy as a whole.

The Access Intelligence leadership team are monitoring in real-time client and market feedback to assess risk. At present there are no discernible trends being seen for the Group as a whole with COVID-19 currently having a variable impact on clients and prospects according to country, industrial vertical, product type and by scale of organisation. There has been, for example, a slowdown in demand from brand led PR agencies and we are closely monitoring our smaller freelance clients where the risk of default is considered to be greater. In contrast, we have seen an increase in demand in some areas as 'new' opportunities have emerged. This has seen increased demand for Vuelio stakeholder monitoring, media management and Pulsar's online audience analysis which is replacing face to face market research to understand audience behaviour.

Whilst it is too early to draw conclusions, it does prove the strength and range of the Access Intelligence product portfolio which provides significant resilience against market volatility.

The Access Intelligence Board and Leadership team have moved quickly to put in place robust measures to reduce exposure to financial risk while also ensuring the company can continue to unlock new opportunities in this changed market. All employees were moved quickly to working from home which has proved successful with continued progress in sales, renewals, product development and both customer and business support functions. The Group's business continuity strategy in respect of COVID-19 is outlined within Risk Management on page 21.

The leadership team has continued to focus on product innovation as the Company seeks to unlock new market opportunities that are evolving in this changed business, media and political environment. These include

-      A real time Vuelio stakeholder resource launched in March 2020. Developed to address increased investment in crisis/political monitoring and stakeholder strategies, it includes a daily bulletin summarising stakeholder and media commentary on COVID-19 provided with toolkits and in-depth insights.

-      Understanding that audience research has to change and will create demand for new ways to understand culture and audience behaviour, the Group also launched 'Pulsar: Mapping The New Normal' in March 2020. This explores the behavioural shifts taking place in response to COVID-19 with publication of weekly insight snapshots that evidence cultural shifts using data from social media, search, news and web analytics.

-      The Company is soon to launch Pulsar Live Audiences a new method of collating audience analysis and completing market research. Rather than asking users to collect and analyse their own data, Pulsar will collect audience data from key verticals, and analyse by matching and pre-empting the research questions brands and agencies have.

In summary

These are challenging circumstances but the Group has had an encouraging Q1 and the organisational response to COVID-19 has been fast and proactive to secure business and open new opportunities. The product innovations identified demonstrate the strength of the Group's leadership, technical expertise and market insight. This approach will be vital to business performance in 2020.

Consolidated Statement of Comprehensive Income

Year ended 30 November 2019

	Note	2019 £'000	2018 £'000
Revenue	3	13,429	8,888
Cost of sales		(3,395)	(2,673)
Gross profit		10,034	6,215
Recurring administrative expenses		(9,229)	(6,181)
Adjusted EBITDA		805	34
Non-recurring administrative expenses	5	(1,777)	(473)
Share of loss of associate	14	(201)	(222)
Share based payments	24	(63)	-
EBITDA		(1,236)	(661)
Depreciation of tangible fixed assets	15	(169)	(78)
Amortisation of intangible assets	13	(1,694)	(818)
Operating loss	5	(3,099)	(1,557)
Gain arising on acquisition	7	298	-
Financial Income		2	-
Financial expense	9	(95)	(160)
Loss before taxation		(2,894)	(1,717)
Taxation credit	10	734	362
Loss for the year from continuing operations		(2,160)	(1,355)
(Loss)/profit for the year from discontinued operations	6	-	(155)
Loss for the year		(2,160)	(1,510)
Other comprehensive income		-	-
Total comprehensive income for the period attributable to the owners of the Parent Company		(2,160)	(1,510)
Earnings per share		Continuing Operations 2019	Continuing Operations 2018
Basic loss per share	12	(3.44)p	(2.98)p
Diluted loss per share	12	(3.44)p	(2.98)p
		Continuing and   Discontinued Operations 2019	Continuing and   Discontinued Operations 2018
Basic loss per share	12	(3.44)p	(3.32)p
Diluted loss per share	12	(3.44)p	(3.32)p

 

Consolidated Statement of Financial Position

At 30 November 2019

	Note	2019 £'000	2018 £'000
Non-current assets
Intangible assets	13	16,143	14,033
Investment in associate	14	117	318
Property, plant and equipment	15	884	167
Deferred tax assets	22	21	37
Total non-current assets		17,165	14,555
Current assets
Trade and other receivables	16	7,737	3,640
Current tax receivables		995	362
Cash and cash equivalents	25	2,001	5,300
Total current assets		10,733	9,302
Total assets		27,898	23,857
Current liabilities
Trade and other payables	18	3,807	3,913
Accruals		1,206	1,006
Provisions	26	-	75
Deferred revenue	19	7,935	6,354
Interest bearing loans and borrowings	17	23	210
Total current liabilities		12,971	11,558
Non-current liabilities
Provisions	26	213	96
Interest bearing loans and borrowings	17	-	867
Deferred tax liabilities	22	643	609
Total non-current liabilities		856	1,572
Total liabilities		13,827	13,130
Net assets		14,071	10,727
Equity
Share capital	23	3,961	3,189
Treasury shares		(148)	(148)
Share premium account		17,242	13,075
Capital redemption reserve		191	191
Share option reserve		411	348
Other reserve		502	-
Retained earnings		(8,088)	(5,928)
Total equity attributable to the equity holders of the Parent Company		14,071	10,727

 

 

Consolidated Statement of Changes in Equity

Year ended 30 November 2019

	Share capital £'000	Treasury shares £'000	Share premium account £'000	Capital redemption reserve £'000	Share option reserve £'000	Equity reserve £'000	Other Reserve £'000	Retained earnings £'000	Total £'000
Group
At 1 December 2017	1,743	(148)	2,352	191	348	255	-	(4,418)	323
Total comprehensive loss for the year	-	-	-	-	-	-	-	(1,510)	(1,510)
Conversion of convertible loan notes	340	-	2,193	-	-	(255)	-	-	2,278
Issue of share capital	1,106	-	8,530	-	-	-	-	-	9,636
Share-based payments	-	-	-	-	-	-	-	-	-
At 1 December 2018	3,189	(148)	13,075	191	348	-	-	(5,928)	10,727
Total comprehensive loss for the year	-	-	-	-	-	-	-	(2,160)	(2,160)
Issue of share capital	772	-	4,167	-	-	-	-	-	4,939
Arising on acquisition	-	-	-	-	-	-	502	-	502
Share-based payments	-	-	-	-	63	-	-	-	63
At 30 November 2019	3,961	(148)	17,242	191	411	-	502	(8,088)	14,071

 

 

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 sharebased 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.

Equity reserve

he equity reserve arises as a result of the equity component that has been recognised on the convertible loan notes that have been issued by the Group (see note 17: 'Interest bearing loans and borrowings') The reserve is determined by deducting the amount of the liability component from the fair value of the convertible loan notes as a whole, net of income tax effects and the relative proportion of the directly attributable transaction costs associated with the issue of the compound instruments.

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.

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 2019

	Note	2019 £'000	2018 £'000
Loss for the year		(2,160)	(1,510)
Adjusted for:
Taxation	10	(734)	(362)
Financial expense	9	95	160
Financial income	9	(2)	-
Gain arising on acquisition		(298)	-
Depreciation and amortisation	13, 15	1,863	896
Share based payments		63	-
Share of loss of associate		201	222
Loss on sale of A.I. Talent Limited	6	-	64
Operating cash outflow before changes in working capital		(972)	(530)
(Increase)/decrease in trade and other receivables		(1,790)	174
(Decrease)/Increase in trade and other payables		(864)	2,414
Net cash (outflow)/inflow from operations before taxation		(3,626)	2,058
Taxation received		-	458
Net cash (outflow)/inflow from operations		(3,626)	2,516
Cash flows from investing
Acquisition of property, plant and equipment	15	(856)	(78)
Acquisition of software licenses	13	(56)	(36)
Cost of software development	13	(2,337)	(1,344)
Disposal of A.I. Talent Limited (net of expenses)	6	-	(5)
less: cash and cash equivalents disposed of	6	-	(142)
Investment in associate	14	-	(260)
Acquisition of Pulsar	7	(43)	-
Acquisition of ResponseSource Ltd	7	-	(5,000)
Net cash outflow from investing		(3,292)	(6,865)
Cash flows from financing activities
Interest paid		(124)	(160)
Repayment of loan notes	17	(918)	-
Issue of shares	23	4,521	9,136
Exercise of share options	23	140	-
Net cash inflow from financing		3,619	8,976
Net (decrease)/increase in cash and cash equivalents	25	(3,299)	4,627
Opening cash and cash equivalents	25	5,300	673
Closing cash and cash equivalents	25	2,001	5,300

 

 

Notes to the Consolidated Financial Statements

 

1. General Information

Access Intelligence Plc ('the Company') and its subsidiaries (together the 'Group') provide software for companies looking to build, maintain and protect their reputation through communications management. The Company is a public limited company under the Companies Act 2006 and is listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the Company's registered office is provided in the Directors and Advisers page of this Annual Report.

 

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

These financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS's') as adopted by the European Union, and with those parts of the Companies Acts applicable to companies reporting under IFRS. 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 2019. The Board has further considered 12-month cash flow forecasts from the date of signing the accounts and consider the assumptions used therein to be reasonable and reflective of the long-term 'software as a service' contracts and contracted recurring revenue.

The Group meets its day to day working capital requirements through its cash balance. It does not have a bank loan or overdraft, although did have an other loan of £23,000 at the year end.

As a result of the market uncertainty due to the ongoing COVID-19 situation, the possible impact on available cash during the next 12 months' trading has been modelled under a range of assumptions and sensitivities. As part of this, the directors have performed a detailed stress test to confirm that the business will be able to operate for at least the following 12 months. This stress test involves the assessment of cash flows against available cash balances and the assumptions used are as follows:

- A 20% reduction in new business, a 38% reduction in upsell and a 12% reduction in renewal rates, with an initial three month fall in sales and renewals, followed by five months of slightly improved performance compared to the initial three months, and then a return towards expected performance from month nine onwards.

- These assumptions are expected to result in a 9% reduction in FY20 revenue and a 19% reduction in FY21 revenue;

- A significant reduction in forecast monthly cash collections from customers, resulting in £5.8m lower cash collection from April 2020 - April 2021;

- A moratorium on uncommitted, non-essential expenditure;

- A restriction on recruitment to only essential roles;

- Deferment of April 2020 VAT payment to March 2021 in line with Government 'Deferral of VAT payments due to coronavirus' guidance; and

- Government support for employees furloughed as a result of reduced commercial activity.

The Group has also assessed an extreme-worst case 'reverse stress tested' scenario which has indicated that Group revenue would need to fall by 12.5% in FY20 and 35% in FY21 before the Group would require additional cash to continue to operate. The assumptions used are as follows:

- A 53% reduction in new business, a 61% reduction in upsell and a 22% reduction in renewal rates, again with an initial three month albeit deeper fall in sales and renewals, followed by five months of slightly improved performance compared to the initial three months, and then a return towards expected performance from month nine onwards.

- These assumptions are expected to result in a 12.5% reduction in FY20 revenue and a 35% reduction in FY21 revenue;

- A significant reduction in forecast monthly cash collections from customers, resulting in £8.4m lower cash collection from April 2020 - April 2021;

- A moratorium on uncommitted, non-essential expenditure;

- A restriction on recruitment to only essential roles;

- Deferment of April 2020 VAT payment to March 2021 in line with Government 'Deferral of VAT payments due to coronavirus' guidance; and

- Government support for employees furloughed as a result of reduced commercial activity; and

- Significant reduction in Group headcount.

The chances of this happening in next 12 months are considered remote due to the long term nature of the Group's customer contracts and the diverse nature of the Group's customer base.

The results of both tests confirm that the Group will be able to continue to operate for at least 12 months from the date of this report. The assessment is based on the Board's best estimate at the date of this report which may be subject to change as the situation evolves further.

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 addition to going concern, the areas involving a high degree of judgement or complexity relate to:

-      the recognition of deferred tax assets in relation to losses (refer to note 22); and

-      the recoverability of trade receivables (refer to note 16).

Significant estimates

Further to the significant judgements above the areas where key assumptions and estimates have been made by management relate to:

the impairment testing of goodwill and capitalised development costs and other non-current assets. A full impairment review has been performed on a "value in use" basis, which requires estimation of future net operating cashflows, the time period over which they occur, an appropriate discount rate and an appropriate growth rate. Further details, including sensitivity analysis are given in note 13 and the accounting policy is set out in note 2; and

the charge for share-based payment transactions which include assumptions on future share prices movements, expected future dividends, and risk-free discount rates (refer to note 24).

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.

Amendment to IFRS 2 Share-based Payment:

Classification and measurement of share-based

payment transactions

IFRS 9 Financial Instruments

IFRS 15 Revenue from Contracts with Customers

Clarifications to IFRS 15 Revenue from Contracts with Customers

Annual Improvements to IFRSs (2014 - 2016): IFRS

1 First-time Adoption of International Financial

Reporting Standards and IAS 28 Investments in

Associates and Joint Ventures

IFRIC 22 Foreign Currency Transactions and Advance Consideration

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.

In January 2016, the IASB issued IFRS 16 Leases. The new standard supersedes IAS 17 and is effective for annual periods beginning on or after 1 January 2019. The objective of IFRS 16 is to ensure a single lease accounting model and lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlining asset is of low value.

The Group plans to apply modified retrospective approach and measure the lease liability based on the remaining lease payments, discounted using the incremental borrowing rate as of the date of initial application. Right of use assets will be measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

The Group will elect to apply the standard to contracts that were previously identified as leases applying IAS 17 and IFRIC 4.

The Group will elect to use the exceptions proposed by the standard on lease contracts for which the lease term ends within 12 months as of the date of initial application, and lease contracts for which the underlying assets are low value.

The Group will apply the standard to a portfolio of leases with similar characteristics, since it is reasonably expected that the resulting effect is not materially different from applying the standard on a lease-by-lease basis.

The Group believes that at the initial implementation date of the standard, assets are expected to increase by £917,000 and liabilities by £917,000. Accordingly, from the initial application date, instead of presenting the rental expenses for the leased assets under operating leases, the Group will recognize depreciation expenses for depreciation of the right-of use assets that were recognized and will also recognize financing expenses for the lease liability. Therefore, application of the standard is expected to result in a decrease in operating expenses in the amount of £857,000 in 2020 and an increase in depreciation and in financing expenses in the amount of £1,280,000. In addition, following application of the standard, there is expected to be an increase in cash flows from operating activities of £920,000 and an increase in cash outflows from financing activities in the amount of £1,083,000. Application of the standard is expected to reduce the Group's net profit for 2020 by £163,000.

The Group will continue to assess the impact in the 2020 financial year. For details in respect of existing operating leases see Note 26.

Other new standards, amendments and interpretations issued but not yet effective include:

- Amendments to IAS 28 Investments in Associates and Joint Ventures: Long-term interests in Associates and Joint Ventures

- Amendments to IFRS 9 Financial Instruments: Prepayment features with negative compensation

- IFRS 16 Leases

- IFRIC 23 Uncertainty over Income Tax Treatments

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. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. 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.

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. 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 the post-acquisition profits or losses of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in 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 functional currency of Face US dba Pulsar is US Dollars and the functional currency of all other Group companies is Sterling. Foreign currency transactions are booked in the functional currency of the Group company at the exchange rate ruling on the date of transaction. Foreign currency monetary assets and liabilities are retranslated into the functional currency at rates of exchange ruling at the balance sheet date. Exchange differences are included in the income statement. On consolidation, assets and liabilities, including related goodwill, of overseas subsidiaries, are translated into Sterling at rates of exchange ruling at the balance sheet date. The results and cash flows of overseas subsidiaries are translated into Sterling using average rates of exchange. Any loss on net monetary assets is charged to the consolidated income statement.

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 income statement 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 income statement. If the business combination is achieved in stages, the fair value of the acquirer's previously held equity interest in the acquiree is re measured at the acquisition date through the consolidated income statement. Transaction costs are expensed to the consolidated income statement 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.

Disposal groups held for sale

The Group classifies assets and liabilities as held for sale once they are available for sale in their present condition and the sale satisfies the criteria to be highly probable. The held for sale classification applies to a group of assets and liabilities directly associated with those assets, to be disposed of in a single transaction. Disposal groups classified as held for sale are carried at the lower of the carrying amount and fair value less costs to sell. Assets that form part of disposal groups classified as held for sale are not depreciated or amortised.

Discontinued operations

The Group classifies an operation as discontinued from the earlier of the date the operation meets the criteria to be classified as held for sale or the date the Group disposes of the operation. Results of discontinued operations are shown separately in the statement of comprehensive income. Prior periods are re-presented so that the presentation relates to all periods for operations that have been discontinued by the end of the current reporting period.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is charged to the income statement 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 recorded in administration expenses. During the period of development, the asset is tested for impairment annually.

In 2019 there were five (2018: five) capitalised development projects. The prior year projects both related 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 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, 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 nine 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 20-year straight line amortisation policy on all brand values. The conclusion is that a realistic life for the brand equity would be 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. 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 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 nature of the business unit and the location and type of customer. 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 income statement. Subsequent recoveries of amounts previously provided for or written off are credited to the income statement. 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 income statement over the relevant period.

Convertible loan notes

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated at the present value of the stream of future cash flows (including both coupon payments and redemption) discounted at the market rate of interest that would have been applied to an instrument of comparable credit quality with substantially the same cash flows, on the same terms, but without the conversion option. The equity component is determined by deducting the amount of the liability component and deferred tax liability from the fair value of the compound instrument as a whole. This is recognised and included in equity, and is not subsequently re-measured.

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. Where payments made are greater than the revenue recognised at the period end date, the Group recognises a deferred income contract liability for this difference. Where payments made are less than the revenue recognised at the period end date, the Group recognises an accrued income contract asset for this difference.

At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable and that no revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and is written down to its recoverable amount.

Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement 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. Where material, 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 Black-Scholes method or 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 income statement when they fall due for payment.

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 deferred revenue 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 nonspecific 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.

Cost of sales

Cost of Sales comprises third party costs directly related to the provision of services to customers. During the year the Group changed the classification of certain employee salary costs which in previous years had been disclosed within Cost of Sales. For the year ended 30 November 2019, all employee costs have been disclosed within administrative expenses. As a result, £410,000 of staff costs that had previously been disclosed within Cost of Sales in the Income Statement for the year ended 30 November 2018 have been reclassified to Administrative expenses.

Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense.

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.

In relation to interest relating to the convertible redeemable loan notes, the charge to profit or loss is an 'effective interest charge' over the period as opposed to the actual interest paid or payable. The effective interest charge is higher than the actual interest paid.

Dividend distributions

Dividend distributions are recognised as transactions with owners on payment when liability to pay is established.

Foreign exchange

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). The results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

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.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the year.

 

3. Revenue

The Group's revenue is primarily derived from the rendering of services with the value of sales of goods or delivery of infrastructure not being significant in relation to total Group revenue.

The Group's revenue was generated from the following territories:

	Continuing Operations 2019 £'000	Continuing Operations 2018 £'000
United Kingdom	12,577	8,189
European Union	316	453
Rest of the world	536	246
	13,429	8,888

 

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. Inter-segment pricing is determined on an arm's length basis.

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. Segment non-current asset additions show the amounts relating to property, plant and equipment and intangible assets including goodwill. All non-current assets are located in the UK.

Operating segments

The Group operating segments have been decided upon according to their revenue model and product or service offering being the information provided to the Chief Executive Officer and the Board. The Reputation segment derives its revenues from software subscription sales and support and training revenues. The Audience Insights segment derives its revenues from software subscription sales and consultancy services. The segments are:

·    Reputation

·    Audience Insights

·    Discontinued - Disposals & Held for Sale

·    Head Office

 

2019

The segment information for the year ended 30 November 2019, is as follows:

	Reputation   £'000	Audience Insights £'000	Head office £'000	Consolidation adjustment £'000	Continuing operations £'000	Discontinued Disposals £'000	Consolidations adjustment £'000	Discontinued operations £'000	Total   £'000
External revenue	12,714	817	-	(102)	13,429	-	-	-	13,429
Adjusted EBITDA	555	(309)	661	(102)	805	-	-	-	805
Non-recurring administration expenses	(1,226)	-	(391)	(160)	(1,777)	-	-	-	(1,777)
Share of loss of associate	-	-	-	(201)	(201)	-	-	-	(201)
Share based payments	(63)	-	-	-	(63)	-	-	-	(63)
Depreciation and amortisation	(1,479)	(83)	(12)	(289)	(1,863)	-	-	-	(1,863)
Gain Arising on Acquisition	-	-	-	298	298	-	-	-	298
Financial Income	-	-	2	-	2	-	-	-	2
Financial expense	-	-	(95)	-	(95)	-	-	-	(95)
Taxation	713	(20)	(37)	78	734	-	-	-	734
(Loss)/Profit after taxation	(1,500)	(412)	128	(376)	(2,160)	-	-	-	(2,160)
Reportable segment assets	1539	4,405	21,940	1,292	27,898	-	-	-	27,898
Reportable segment liabilities	(8,590)	(2,620)	(1,566)	(780)	(13,827)	-	-	-	(13,827)
Other Information: Additions to property, plant and equipment	78	-	778	-	856	-	-	-	856

 

2018

The segment information for the year ended 30 November 2018, is as follows:

 

	Reputation   £'000	Audience Insights £000	Head office £'000	Consolidation adjustment £'000	Continuing operations £'000	Discontinued Disposals £'000	Consolidations adjustment £'000	Discontinued operations £'000	Total   £'000
External revenue	8,888	-	-	-	8,888	145	-	145	9,033
Adjusted EBITDA	53	-	(3)	(16)	34	(91)	-	(91)	(57)
Non-recurring administrative expenses	(290)	-	-	(183)	(473)	-	-	-	(473)
Share of loss of associate	-	-	(222)	-	(222)	-	-	-	(222)
Share based payments		-	-	-	-	-	-	-	-
Loss on sale of subsidiary	-	-	-	-	-	-	(64)	(64)	(64)
Depreciation and amortisation	(1,193	-	(34)	331	(896)	-	-	-	(896)
Financial Income		-	-	-	-	-	-	-	-
Financial expense	(6)	-	(154)	-	(160)	-	-	-	(160)
Taxation	362	-	-	-	362	-	-	-	362
(Loss)/Profit after taxation	(1,074)	-	(413)	132	(1,355)	(91)	(64)	(155)	(1,510)
Reportable segment assets	1,257	-	23,692	(1,092)	23,856	-	-	-	23,857
Reportable segment liabilities	(6,891)	-	(6,559)	320	(13,130)	-		-	(13,130)
Other Information: Additions to property, plant and equipment	78	-	-	-	78	-	-	-	78

 

 

5. Operating Loss

Operating loss is stated after charging

	2019 £'000	2018 £'000
Depreciation of property, plant and equipment	182	78
Amortisation of development costs	1,111	311
Amortisation of brand values	79	61
Amortisation of software licences	105	64
Amortisation of database	161	201
Amortisation of customer list	225	181
Loss on foreign currency translation	4	12
Non-recurring items (see below)	1,777	473
Operating lease charges - land and buildings	592	358
Auditor's remuneration (see below)	151	96
Research and development and other technical expenditure (income statement) (a further £2,337,000 (2018: £1,344,000) was capitalised)	415	526
Increase in provision for receivables	105	130

 

The non-recurring costs are made up of the following:

	2019 £'000	2018 £'000
Non-recurring transitional hosting, migration and integration costs	1,204	270
Office relocation costs	341	-
Acquisition costs	160	183
Compensation and notice payments - all staff	25	20
Non-recurring legal costs	47	-

 

Auditor's remuneration is further analysed as:

	2019 £'000	2018 £'000
Fees payable to the Company's auditor for the audit of the Company's annual accounts	48	31
The audit of the Company's subsidiaries, pursuant to legislation	57	33
Tax services	16	8
Non-audit fees related to acquisitions	30	24
	151	96

 

6. Discontinued operations

A.I. Talent Ltd

In May 2018, the Group sold its subsidiary A.I. Talent Ltd for cash consideration of £1. This business unit had been reported as a discontinued operation and classified as held for sale at 30 November 2017 following the commitment of the Group's management in 2017 to sell the entity.

	2019 £'000	2018 £'000
Results of discontinued operations
Revenue	-	145
Expenses	-	(236)
Results from operating activities	-	(91)
Tax	-	-
Results from operating activities, net of tax	-	(91)
Loss on sale of discontinued operation	-	(64)
Tax on gain on sale of discontinued operation	-	-
Loss for the year from discontinued operations	-	(155)
Earnings per share
Basic earnings per share	-	(0.34)p
Diluted earnings per share	-	(0.34)p

 

	2019 £'000	2018 £'000
Cash flows from/(used in) discontinued operation
Net cash from operating activities	-	(6)
Net cash used in investing activities	-	-
Net cash used in financing activities	-	-
Net cash flows for the year	-	(6)

 

7. Acquisition of business

Pulsar

On 2 October 2019, the Group entered into a share purchase agreement to acquire the entire issued share capital of Fenix Media Limited and Face US Inc. (collectively "Pulsar"). The consideration for the acquisition was payable by the allotment and issue of 8,653,846 Ordinary Shares of 5p each and, under the terms of the Share Purchase Agreement, a cash payment of £1,600,000 was due to the Group by the vendors in respect of net working capital after the agreement of an appropriate completion Balance Sheet. This payment was received in February 2020.

As a result of a post-completion review of preacquisition accounting within Pulsar, an agreement was reached with the vendors on 5 February 2020 that 4,076,238 of the consideration shares would be sold back to the Group for £1, subject to Access Intelligence shareholder approval.

The fair value of shares issued as consideration is considered to be 52 pence per share. Of the 8,653,846 shares issued to the vendors, 3,076,923 shares are deemed to have been issued in respect of the cash due from the vendors of £1,600,000. Of the remaining 5,576,923 shares issued to the vendor, 4,076,238 shares are subject to the buyback and 1,500,685 shares remain as consideration paid to the vendors. The fair value of the consideration shares paid to the vendors is therefore assessed as £780,000.

The Board believe that the acquisition enhances Access Intelligence's capabilities in social media analysis, audience segmentation and social media marketing evaluation. It provides the Group with the opportunity to increase its market share and gain a leading product in the social media market, and also to increase the capabilities and customer reach of the Company's Vuelio platform.

In the seven-week period that Pulsar was owned by the Group, it contributed revenue of £813,000 and a loss of £416,000. Had Pulsar been included within the Group's results since 1 December 2018, total Group revenue would have been £18,011,000, adjusted EBITDA loss would have been £959,000, and total Group loss after tax would have been £4,541,000.

Consideration transferred

The following table summarises the acquisition date fair value of each major class of consideration transferred.

	£'000
Consideration Shares (1,500,685 @52p)	780
Total consideration	780

 

Acquisition related costs

The Group incurred acquisition related costs of £160,000 on legal fees, due diligence costs and stamp duty. These costs have been included in 'non-recurring expenses'.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition. The intangible assets identified primarily comprise the fair values estimated for the software platform and brand acquired.

	£'000
Property, plant and equipment	43
Intangible assets	1,391
Trade debtors	962
Other Debtors and Prepayments	1,067
Cash and cash equivalents	153
Trade creditors	(250)
Social Security and Other taxes	(207)
Deferred tax	(93)
Deferred income	(1,662)
Accruals	(326)
Total identifiable net assets acquired	1,078
Goodwill	(298)
Total consideration	780

 

A cost-based approach was used to value the software platform, determining the likely cost of building an equivalent software platform from new. The useful life of the software platform has been estimated at 5 years.

The brand was valued by using a relief from royalty approach, based on a royalty rate of 0.75% and using a discount factor of 16%. This discount factor is in line with value-in-use calculations performed for intangibles testing (see Note 14). The useful life of the brand has been estimated at 20 years.

Trade and other receivables include gross contractual amounts due of £962,000, of which £Nil was expected to be uncollectable at the date of acquisition

Accruals and deferred income include an amount of £1,662,000 which relates to the fair value of deferred revenue acquired. The fair value has been estimated based on the value of deferred revenue relating to contracts transferred, discounted in accordance with IFRS.

Goodwill

Goodwill recognised on this acquisition represents the difference between the consideration paid and the fair value of the net assets acquired.

The goodwill arising has been recognised as follows and has been released through the income statement as a gain arising on acquisition:

 

 

	£'000
Consideration transferred	780
Fair value of identifiable net assets	1,078
Goodwill	(298)

 

 

ResponseSource

On 9 October 2018, the Group entered into a share purchase agreement to acquire the entire issued share capital of ResponseSource Ltd ("ResponseSource"). The consideration for the acquisition was: £5,000,000 payable in cash plus the agreed amount of free cash in ResponseSource at the date of Completion; and £500,000 by the allotment and issue of 793,651 Ordinary Shares of 5p each at a price of 63 pence per share.

The acquisition was completed on 5 November 2018 with payment of the initial cash consideration of £5,000,000 and allotment of the 793,651 Consideration Shares. An additional £1,854,000 consideration was paid on 17 December 2018 in respect of free cash in ResponseSource at the date of Completion. A further £200,000 was retained in respect of a pre-acquisition tax liability of ResponseSource that had not yet crystallised. The tax charge and the balance of the retained amount were paid post year end.

The Board believe that the acquisition will fulfil a current need and longer term strategic aim to strengthen the Group's service to the journalist and PR sectors by improving Access Intelligence's media data and press release wire offering, as well as providing major upsell opportunities for core Vuelio services to ResponseSource's customers.

In the three-week period that ResponseSource was owned by the Group, it contributed revenue of £222,000 and a loss of £1,000. Had ResponseSource been included within the Group's results since 1 December 2017, total Group revenue would have been £12,090,000, adjusted EBITDA would have been £705,000, and total Group loss after tax would have been £1,073,0002

 

Consideration transferred

The following table summarises the acquisition date fair value of each major class of consideration transferred.

	£'000
Cash - Initial consideration	5,000
Cash - Deferred consideration (paid year ended 30 November 2019)	1,854
Cash - Deferred consideration (paid post year end)	200
Shares	500
Total consideration	7,554

 

Acquisition related costs

The Group incurred acquisition related costs of £183,000 on legal fees, due diligence costs and stamp duty. These costs have been included in 'non-recurring expenses'.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition. The intangible assets identified primarily comprise the fair values estimated for the software platform, media contacts database, customer list and brand acquired.

	£'000
Property, plant and equipment	22
Intangible assets	3,466
Trade and other receivables	761
Cash and cash equivalents	2,198
Trade and other payables	(320)
Deferred tax	(572)
Accruals and deferred income	(1,662)
Total identifiable net assets acquired	3,785
Goodwill	3,769
Total consideration	7,554

 

A cost-based approach was used to value the software platform, determining the likely cost of building an equivalent software platform from new. The useful life of the software platform has been estimated at 5 years.

A cost-based approach was used to value the media contacts database, determining the likely cost of building an equivalent media contacts database from new. The useful life of the database has been estimated at 3 years.

The customer list was valued by assessing a discounted cash flow for the acquired customer list, based on customer attrition rates and using a discount factor of 12%. This discount factor is in line with value-in-use calculations performed for intangibles testing (see Note 13). The useful life of the customer list has been estimated at 9 years.

Trade and other receivables include gross contractual amounts due of £622,000, of which £Nil was expected to be uncollectable at the date of acquisition.

Accruals and deferred income includes an amount of £1,671,000 which relates to the fair value of deferred revenue acquired. The fair value has been estimated based on the value of deferred revenue relating to contracts transferred, discounted in accordance with IFRS.

Goodwill

Goodwill recognised on this acquisition represents the difference between the consideration paid and the fair value of the net assets acquired. It includes the value inherent in the assembled workforce acquired. The goodwill arising has been recognised as follows:

	£'000
Consideration transferred	7,554
Fair value of identifiable net assets	3,785
Goodwill	3,769

 

8. Particulars of employees

	2019	2018
The average number of persons (including directors) employed by the Group during the year was:
Technical and support	77	45
Commercial	97	34
Finance and administration	15	21
	189	100

 

Costs incurred in respect of these employees were:

	2019 £'000	2018 £'000
Wages and salaries costs	7,982	5,207
Social security costs	905	483
Pension costs	236	99
Health insurance	21	11
Employee benefits	14	7
Compensation for loss of office	-	20
	9,158	5,826

 

The compensation for loss of office charge of £Nil (2018: £20,000) relates to Nil employees (2018: 3 employees) 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 in the table below.

 

Directors' remuneration

	Salaries £	Fees £	2019 £	2018 £
Executive Directors
J Arnold	270,000	-	270,000	211,631
M Fautley	169,000	-	169,000	107,339
Non-Executive Directors
C Satterthwaite	-	80,000	80,000	20,000
M Jackson	-	40,000	40,000	40,000
C Pilling	-	30,000	30,000	30,000
J Hamer	-	30,000	30,000	30,000
	439,000	180,000	619,000	438,970

 

J Arnold received health insurance benefits during the year of £Nil (2018: £462). J Arnold received payments into a personal retirement money purchase pension scheme during the year of £9,000 (2018: £6,509).

M Fautley received payments into a personal retirement money purchase pension scheme during the year of £6,500 (2018: £4,685).

No other directors received any other benefits other than those detailed above.

The number of directors at 30 November 2019 accruing retirement benefits under money purchase schemes was two (2018: two).

The interests of the directors in share options are detailed in the Directors' Report on page 31 of this report. J Arnold exercised 300,000 share options during the year and J Hamer exercised 150,000 share options during the year.

During the year, J Arnold was granted options over 1,600,000 shares with an exercise price of 56.0p per share and M Fautley was granted options over 400,000 shares with an exercise price of 56.0p per share. The share-based payments charge during the year relating to directors was £33,310 (2018: £Nil).

 

9. Financial expense

	2019 £'000	2018 £'000
Effective interest charged on convertible loan notes	-	44
Interest charged on non-convertible loan notes	94	110
Other interest	1	6
Total financial expense	95	160

 

10. Taxation

	2019 £'000	2018 £'000
Current income tax:
UK corporation tax credit for the year	(661)	(362)
Adjustment in respect of prior year	(2)	-
Total current income tax credit	(663)	(362)
Deferred tax (note 22)
Origination and reversal of temporary differences	(71)	-
Total deferred tax	(71)	-
Total tax credit	(734)	(362)

 

As shown above the tax assessed on the loss on ordinary activities for the year is lower than (2018: lower than) the standard rate of corporation tax in the UK of 19% (2018: 19%).

The differences are explained as follows:

Factors affecting tax credit	2019 £'000	2018 £'000
Loss on ordinary activities before tax from continuing operations	(2,894)	(1,717)
(Loss)/profit on ordinary activities before tax from discontinued operations	-	(155)
Loss on ordinary activities before tax	(2,894)	(1,872)
Loss on ordinary activities multiplied by effective rate of tax	(550)	(356)
Items not deductible for tax purposes	105	340
Items not taxable for tax purposes	(12)	(65)
Adjustment in respect of prior years	(2)	-
Additional R&D claim CTA 2009	(330)	(312)
Deferred tax not recognised	55	31
Total tax credit	(734)	(362)
Tax credit reported in the Consolidated Statement of Comprehensive Income	(734)	(362)
Tax charge attributable to discontinued operations	-	-
Total tax credit	(734)	(362)

 

Factors that may affect future tax expenses

A reduction in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) was substantively enacted in October 2015. A further reduction in the tax rate from 19% to 17% (effective from 1 April 2020) was substantively enacted in September 2016. These rates therefore have been considered when calculating the deferred tax at the reporting date.

 

11. Dividend paid

Due to the significant and ongoing investment in developing our products, the directors do not propose a dividend in respect of the year ended 30 November 2019.

 

12. Earnings per share

The calculation of earnings per share is based upon the total Group loss for the year of £2,160,000 (2018: loss of £1,510,000) divided by the weighted average number of ordinary shares in issue during the year which was 62,739,805 (2018: 45,523,476). The 4,076,238 shares subject to a buy back agreement in respect of the Pulsar acquisition have been excluded from the weighted average number of ordinary shares in issue during the year.

In 2019 and 2018 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:

 

	Continuing Operations	Discontinued Operations	Total	Continuing Operations	Discontinued Operations	Total
Numerator	2019 £'000	2019 £'000	2019 £'000	2018 £'000	2018 £'000	2018 £'000
(Loss)/profit for the year and earnings used in basic EPS	(2,160)	-	(2,160)	(1,355)	(155)	(1,510)
Earnings used in diluted EPS	(2,160)	-	(2,160)	(1,355)	(155)	(1,510)
Denominator
Weighted average number of shares used in basic EPS ('000)	62,740	-	62,740	45,523	45,523	45,523
Effects of:
Dilutive effect of options	N/A	N/A	N/A	N/A	N/A	N/A
Dilutive effect of loan note conversion	N/A	N/A	N/A	N/A	N/A	N/A
Weighted average number of shares used in diluted EPS ('000)	62,740	-	62,740	45,523	45,523	45,523
Basic (Loss)/earnings per share (pence)	(3.44)	-	(3.44)	(2.98)	(0.34)	(3.32)
Diluted loss per share for the year (pence)	(3.44)	-	(3.44)	(2.98)	(0.34)	(3.32)

The total number of options or warrants granted at 30 November 2019 of 5,787,776 (2018: 1,951,832), would generate £2,822,423 (2018: £567,305) in cash if exercised. At 30 November 2019, 4,357,944 options (2018: Nil) were priced above the mid-market closing price of 53.5p per share (2018: 58p per share) and 1,429,832 (2018: 1,951,837) were below.

Of the 5,787,776 options and warrants at 30 November 2019, 4,357,944 (2018: 322,000) staff options were eligible for exercising at an average price of 55.7p (2018: 26.9p). Also eligible for exercising were the 1,429,832 (2018: 1,429,832) warrants priced at 27.5p per share held by Elderstreet VCT plc and other individual's consequent to an initial investment in the Company in October 2008.

 

13. Intangible fixed assets

	Brand Value £'000	Goodwill £'000	Development Costs £'000	Software Licences £'000	Database £'000	Customer relationships £'000	Total £'000
Cost
At 1 December 2017	1,369	9,176	1,153	204	997	830	13,729
Capitalised during the year	-	-	1,344	36	-	-	1,380
On Acquisition	306	3,769	1,690	75	273	1,122	7,235
Disposals	-	(5,205)	-	(3)	-	-	(5,208)
At 30 November 2018	1,675	7,740	4,187	312	1,270	1,952	17,136
Capitalised during the year	-	-	2,337	56	20	-	2,413
On acquisition	483	-	895	-	-	-	1,378
At 30 November 2019	2,158	7,740	7,419	368	1,290	1,952	20,927
Amortisation and impairment
At 1 December 2017	589	5,205	402	90	742	462	7,490
Charge for the year	61	-	311	64	201	181	818
Disposals	-	(5,205)	-	-	-	-	(5,205)
At 30 November 2018	650	-	713	154	943	643	3,103
Charge for the year	79	-	1,124	105	161	225	1,694
At 30 November 2019	729	-	1,837	259	1,104	868	4,797
Net Book Value
At 30 November 2019	1,429	7,740	5,595	109	186	1,084	16,143
At 30 November 2018	1,025	7,740	3,474	158	327	1,309	14,033

 

 

The carrying value and remaining amortisation period of individually material intangible assets are as follows:

	Carrying amount		Remaining amortisation period
	2019 £'000	2018 £'000	2019 Years	2018 Years
Brand
Access Intelligence Media and Communications	660	720	11	12
ResponseSource	289	305	19	20
ResponseSource	480	-	20	-
Development Costs
Access Intelligence Media and Communications - Vuelio Platform Development	27	86	2	3
AIMediaData - Vuelio Platform Development	3,311	1,723	5	5
ResponseSource - Platform Development	1,327	1,665	4	5
Pulsar - Platform Development	930	-	3	-
Database
AIMediaData - PR & Media Contacts Database	-	61	-	-
ResponseSource - PR & Media Contacts Database	186	266	2	3
Customer Relationships
AIMediaData - Acquired Customer Relationships	97	202	1	2
ResponseSource - Acquired Customer Relationships	987	1,107	8	9

 

For the purpose of impairment testing, goodwill is allocated by entity, which represent the Group's CGUs and the lowest level within the Group at which the goodwill is monitored.

 

 

 

 

The carrying value of goodwill allocated to each CGU is:

 

2019	Goodwill £'000
Continuing operations
Access Intelligence Media and Communications Limited	1,928
AIMediaData Limited	2,043
ResponseSource Ltd	3,769
	7,740

 

2018	Goodwill £'000
Continuing operations
Access Intelligence Media and Communications Limited	1,928
AIMediaData Limited	2,043
ResponseSource Ltd	3,769
	7,740

 

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 pre-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 0% and 7.5% from year 4 onwards, with a terminal value after year five.

The key assumptions used for value-in-use calculations are those regarding revenue growth rates and discount rates over the forecast period. Growth rates are based on past experience, the anticipated impact of the CGUs significant investment in research and development, and expectations of future changes in the market.

The discount rate used for all CGUs was 16%, 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 Access Intelligence Media and Communications Limited, AIMediaData Limited and ResponseSource Ltd 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 62% in EBITDA delivered by Access Intelligence Media and Communications Limited would result in the carrying value of its goodwill and intangible assets being equal to the recoverable amount. For AIMediaData Limited, a 68% reduction in EBITDA would result in the carrying value of its goodwill and intangible assets being equal to the recoverable amount. For ResponseSource Ltd, a 41% reduction in EBITDA would result in the carrying value of its goodwill and intangible assets being equal to the recoverable amount. For Pulsar, a 22% reduction in EBITDA would result in the carrying value of its goodwill and intangible assets being equal to the recoverable amount.

For Access Intelligence Media and Communications Limited, a 20% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount. For AIMediaData Limited, a 28% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount. For ResponseSource Ltd, a 9% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount. For Pulsar, a 7% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount.

Other impairments

Other intangible assets are tested for impairment if indicators of an impairment exist. Such indicators include performance falling short of expectation.

In 2019, no development costs (2018: £Nil) were impaired as a result of projects that did not perform as expected.

The directors considered that there were no indicators of impairment relating to the remaining intangible fixed assets at 30 November 2019.

 

14. Investment in associate

	Investment in associate £'000
Cost
At 30 November 2017	625
Additions	260
At 30 November 2018	885
Additions	-
At 30 November 2019	885
Share of loss of associate and impairment
At 30 November 2017	345
Share of loss of associate	222
At 30 November 2018	567
Share of loss of associate	201
At 30 November 2018	768
Net Book Value
At 30 November 2019	117
At 30 November 2018	318

 

As part of the consideration for the disposal of AITrackRecord Limited, the Group received a 20% shareholding in TrackRecord Holdings Limited, a company registered in England and Wales. The fair value of this shareholding based on the funding raised by TrackRecord Holdings Limited was £625,000. 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 20% shareholding and through J Arnold being the Group's representative on the board of TrackRecord Holdings Limited.

During the year ended 30 November 2018, the Group invested a further £260,000 in Track Record Holdings Limited, representing its 20% share of a £1,300,000 fundraising round. During the year, the Group's share of the loss of TrackRecord Holdings Limited was £201,000 (2018: £222,000). 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, the Group made available a loan facility of £100,000 to Track Record Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down from the facility. A non-utilisation fee of 1% of any amount of the facility not drawn down is also payable.

As part of the agreement, Track Record Holdings Limited paid the Group a commitment fee of £2,000 in November 2019. The total value drawn down by Track Record Holdings Limited at 30 November 2019 was £Nil.

Summarised financial information for associate

The tables below provide summarised financial information for TrackRecord Holdings Limited, an associate which is considered material to the Group. The information disclosed reflects the amounts presented in the financial statements of TrackRecord Holdings Limited and not Access Intelligence Plc's share of those amounts.

	Track Record Holdings Limited 2019 £'000	Track Record Holdings Limited 2018 £'000
Total current assets	604	1,048
Total non-current assets	778	785
Total current liabilities	(798)	(246)
Net assets	584	1,587
Access Intelligence Plc share of net assets (20%)	117	318

 

 

Reconciliation to carrying amounts	Track Record Holdings Limited 2019 £'000	Track Record Holdings Limited 2018 £'000
Opening net assets 1 December	1,587	1,399
Issue of share capital	-	130
Share premium on issue of shares	-	1,170
Loss for the period	(1,003)	(1,112)
Net assets	584	1,587

 

 

Summarised statement of comprehensive income	Track Record Holdings Limited 2019 £'000	Track Record Holdings Limited 2018 £'000
Revenue	943	703
Loss for the period from continuing operations	(1003)	(1,112)
Other comprehensive income	-	-
Total comprehensive income	(1,003)	(1,112)

 

 

15. Property, plant & equipment

	Fixtures, fitting and equipment £'000	Leasehold improvements £'000	Total £'000
Cost
At 1 December 2017	454	279	733
Additions	76	2	78
Disposals	(1)	-	(1)
On acquisition of business	22	-	22
At 1 December 2018	551	281	832
Additions	272	584	856
Disposals	(271)	-	(271)
On acquisition of business	43	-	43
At 30 November 2019	595	865	1,460
Depreciation
At 1 December 2017	418	169	587
Charge for the year	49	29	78
At 1 December 2018	467	198	665
Charge for the year	81	101	182
Disposals	(271)	-	(271)
At 30 November 2019	277	299	576
Net Book Value
At 30 November 2019	318	566	884
At 30 November 2018	84	83	167

 

16. Trade and other receivables

	2019 £'000	2018 £'000
Current assets
Trade receivables	3,579	2,618
Less: provision for impairment of trade receivables	(100)	(182)
	3,479	2,436
Prepayments and other receivables	4,258	1,204
	7,737	3,640

All trade receivables are reviewed by management and are considered collectible. The ageing of trade receivables which are past due and not impaired is as follows:

	2019 £'000	2018 £'000
Days outstanding
31-60 days	364	556
61-90 days	123	182
91-180 days	508	375
	995	1,112

 

Movements on the Group provision for impairment of trade receivables are as follows:

	2019 £'000	2018 £'000
At 1 December	182	137
Increase in provision	105	130
On acquisition of business	7	-
Written off in year	(194)	(85)
At 30 November	100	182

 

Ageing of impaired debt	2019 £'000	2018 £'000
Days outstanding
91-180 days	23	38
181-270 days	17	43
More than 270 days	60	101
	100	182

 

The creation and release of a provision for impaired receivables has been included in 'administrative expenses' in the income statement. 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 £2,001,000 (2018: £5,300,000). The Group does not hold any collateral as security.

As disclosed in note 21, credit risk is considered according to sector and necessary allowances are made when needed by assessing changes in our customers' credit profiles and credit ratings.

 

17. Interest bearing loans and borrowings

	2019 £'000	2018 £'000
Current
Convertible loan notes	-	-
Non-convertible loan notes	-	110
Other	23	100
	23	210
Non-current
Convertible loan notes	-	-
Non-convertible loan notes	-	838
Other	-	29
	-	867

 

On 30th June 2009 £1,750,000 convertible loan notes were issued. At 30 November 2015 and 30 November 2016, £1,250,000 of these loan notes were in issue.

The original terms were that these loan notes were redeemable at par or convertible to ordinary shares at 4p per ordinary share on or before maturing on 30th June 2015 and carried a coupon rate of 6% per annum payable semi-annually until such time as they were repaid or were converted in accordance with their terms. The holder of the notes may convert all or part of the notes held by them into new ordinary shares in the Company on delivery to the Company of a conversion notice at 4p per share.

In 2014, the Company agreed terms with Elderstreet VCT (a company related to M Jackson) and Unicorn AIM VCT plc to extend the loans such that they mature on 31 December 2015, with enhanced interest at 8% during this extended period with conversion rights unchanged at 4p per share. In January 2016, the maturity dates of the loan notes were extended to 31 December 2016 with all other terms remaining unchanged.

In December 2016 the maturity dates of the loan notes were further extended to 31 December 2017 with all other terms remaining unchanged.

In December 2014 the Company issued £1,100,000 of convertible loan notes. These loan notes are redeemable at par or convertible to ordinary shares at 3p per ordinary share on or before maturing on 3 December 2019 and carry a coupon rate of 8% per annum payable semi-annually until such time as they are repaid or converted.

During the prior year, the 2009 convertible loan notes converted into 31,250,000 new ordinary shares at a conversion price of 4.0p, with conversion being effective on 31 December 2017 and the new shares being admitted to trading on the AIM market of the London Stock Exchange on 3 January 2018.

Also, during the prior year, the 2014 convertible loan notes converted into 36,666,665 new ordinary shares at a conversion price of 3.0p, with conversion being effective and the new shares being admitted to trading on the AIM market of the London Stock Exchange on 29 January 2018.

The net proceeds received from the issues of the convertible loan notes were split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

	2019 £'000	2018 £'000
Proceeds of issue of convertible loan notes	-	-
Existing loan notes rolled over	-	2,350
Equity component	-	(255)
Deferred taxation	-	(79)
Initial fair value of liability component	-	2,016
Cumulative interest charged	-	1,265
Cumulative interest paid	-	(1,003)
Converted into equity	-	(2,278)
Liability component at 30 November	-	-

 

The equity component of £Nil (2018 £255,000) was originally credited to equity reserve. This was transferred to share premium on conversion of the loan notes.

The interest charged for the year is calculated by applying an effective rate of interest of 0% (2018: 10.1%) to the liability component for the 12-month period. The liability component is measured at amortised cost.

The movement on the convertible loan note liability is summarised below:

 

	2019 £'000	2018 £'000
Opening loan liability	-	2,359
Interest charged for the year	-	29
Interest paid in the year	-	(106)
Converted into equity	-	(2,282)
Liability component at 30 November	-	-

 

On 22 June 2015 the Company issued £1,818,000 of non-convertible loan notes which carried an interest rate of 10% for one year rising to 12% thereafter. Interest is payable quarterly in arrears.

The loans notes are fully repayable in five years. £900,000 of these loan notes were repaid on 22 April 2016 and the remaining £918,000 were repaid on 7 November 2019.

 

	2019 £'000	2018 £'000
Opening loan liability	948	954
Interest charged for the year	94	104
Repayment of non-convertible loan notes	(918)	-
Interest paid in the year	(124)	(110)
Liability component at 30 November	-	948

 

18. Trade and other payables

Due within one year	2019 £'000	2018 £'000
Trade and other payables	3,103	3,284
Other taxes and social security costs	495	324
VAT payable	191	305
	3,789	3,913

 

19. Deferred revenue

	2019 £'000	2018 £'000
At 1 December	6,354	4,137
Invoiced during the year	13,349	9,434
Revenue recognised during the year	(13,429)	(8,888)
On acquisition of business	1,661	1,671
At 30 November	7,935	6,354

 

All deferred revenue is expected to be recognised within one year.

 

20. 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 four 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 deposit facilities on which 0.25% interest was being earned throughout 2019 (2018: 0.75%) 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.

Small amounts of foreign currency risk exist in five subsidiaries which invoice in currencies other than sterling. Due to the relative size of the currency risks concerned no hedging takes place in Australian dollars, Euros or US dollars. At the year-end there were no open contracts, however the Group was holding a US dollar deposit of $99,090 (2018: $Nil) which in 2019 was translated at the rate of £0.8116:$1 for inclusion in the consolidated statement of financial position. This amounted to £80,421 (2018: £Nil). There are no hedges against this balance.

The Group did not hold any other significant assets or liabilities in foreign denominated currencies at the reporting date. The directors do not consider that there is a significant exposure to foreign exchange risk and therefore no sensitivity analysis has been performed.

At 30 November 2019 borrowings comprised nonconvertible loan notes of £Nil (2018: £948,000), and other loans of £23,000 (2018: £129,000).

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 2019 produced £2,000 (2018: £Nil) of income.

The Group's principal financial instruments for fundraising are through share issues.

2019	Loans, receivables and other payables £'000	Total £'000
Assets per the balance sheet
Trade and other receivables excluding prepayments	5,961	5,961
Cash and cash equivalents	2,001	2,001
	7,962	7,962
Liabilities per the balance sheet
Trade and other payables excluding accruals	3,807	3,807
Interest bearing loans and borrowings	23	23
	3,830	3,830
Undiscounted contractual maturity of financial liabilities
Amounts due within one year		3,830
Amounts due between one and five years		-
		3,830
Less: future interest charges		-
Financial liabilities carrying value		3,830

The above analysis excludes corporation tax receivable.

 

2018	Loans, receivables and other payables £'000	Total £'000
Assets per the balance sheet
Trade and other receivables excluding prepayments	2,436	2,436
Cash and cash equivalents	5,300	5,300
	7,736	7,736
Liabilities per the balance sheet
Trade and other payables excluding accruals	3,913	3,913
Interest bearing loans and borrowings	1,077	1,077
	4,990	4,990
Undiscounted contractual maturity of financial liabilities
Amounts due within one year		4,233
Amounts due between one and five years		867
		5,100
Less: future interest charges		(110)
Financial liabilities carrying value		4,990

 

 

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 £2,001,000 (2018: £5,300,000) available cash resources against a liability payable within the next 12 months of £3,509,000 (2018: £4,013,000). 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.

 

21. 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 seven categories:

- Competitive risk - that our products are no longer competitive or relevant to our customers;

- Cash flow and liquidity risk - that we run out of the cash required to run the business;

- Credit risk - that our customers do not pay;

- Key personnel risk - that we cannot attract and retain talented people;

- Capital risk - that we do not have an optimal structure to allow for future acquisition and growth;

- COVID-19 and business continuity risk - that the current COVID-19 pandemic could affect business continuity; and

- Political risk - that the political landscape could adversely affect growth or our clients' ability to trade normally.

Further information on these risks and the Group's actions to mitigate them is provided in the Strategic Report.

22. 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:

		Convertible loan notes £'000	Share-based payments £'000	Tax losses £'000	Accelerated tax on assets £'000	On acquisition of subsidiaries £'000	Total £'000
At 1 December 2017		(29)	-	176	(147)	-	-
Charge to profit or loss		29	-	(164)	135	-	-
On acquisition		-	-	-	-	(572)	(572)
At 30 November 2018		-	-	12	(12)	(572)	(572)

 

At 1 December 2018		-	-	12	(12)	(572)	(572)
Charge to profit or loss		-	-	9	14	76	71
On acquisition		-	-	-	-	(121)	(121)
At 30 November 2018		-	-	21	(26)	(617)	(622)

 

 

At the reporting date the Group had unused tax losses of approximately £6,500,000 (2018: £6,900,000) available for offset against future profits. A deferred tax asset has been recognised in respect of all available losses expected to be utilised against future taxable profits within three years based on the forecasts approved by the directors. 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 £1,105,000 (2018: £1,161,000) arising in respect of losses have not been included in the statement of financial position due to uncertainties in regard to their recoverability. The following is the aggregate amounts of deferred tax balances in each group entity, after allowable offset, for financial reporting purposes:

	2019 £'000	2018 £'000
Deferred tax assets	21	37
Deferred tax liabilities	(643)	(609)
Total	(622)	(572)

 

23. Share capital

Equity: Ordinary shares of 5p each	2019 £'000	2018 £'000
Allotted, issued and fully paid 79,222,753 ordinary shares of 5p each (2018: 63,772,754 ordinary shares of 0.5p each)	3,961	3,189

 

	2019	2018
Number of shares at 1 December	63,722,754	348,674,357
New shares issued in year (pre-share consolidation)	-	70,000,008
Conversion of convertible loan notes (pre share consolidation)	-	67,916,665
Consolidation of shares	-	(437,931,927)
New shares issued in year (post-share consolidation)	14,999,999	15,113,651
Share options exercised (post-share consolidation)	450,000	-
Number of shares at 30 November	79,222,753	63,772,754

 

In November 2018, the Company completed a one for-ten share consolidation to reduce the number of Ordinary Shares in issue.

During the year, 100,000 share options were exercised at 27.5p, 100,000 share options were exercised at 25.0p, 100,000 share options were exercised at 22.0p and 150,000 share options were exercised at 43.75p.

In October 2019, 6,345,153 shares were issued in a placing at 52.0p per share and 8,653,846 shares were issued as consideration for the acquisition of Pulsar. 3,076,923 of the Pulsar acquisition shares are deemed to have been issued for £1,600,000 cash and 4,076,238 shares are subject to a buy back agreement.

On 21 September 2011 29,666,667 ordinary shares of 0.5 pence, and with a total nominal value of £148,333 were returned to the Company. Post consolidation, this equates to 2,966,666 5p shares held in treasury at the year end. The shares held in treasury have no voting rights, or rights to dividends and so the total issued share capital for voting and dividend purposes is 76,256,087 (2018: 60,806,088).

Transaction costs associated with share issues in the year amounted to £379,000 (2018: £465,000). Transaction costs are accounted for as a reduction from the share premium account.

 

24. 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 2019 were as follows:

Date of grant	Exercise price	No of shares	Exercisable between
23 October 2008	27.5p	1,429,837	No time limit
04 December 2009	55.0p	22,000	Dec 2012-Dec 2019
18 February 2019	56.0p	3,602,000	Feb 2022-Feb 2029
24 October 2019	54.5p	733,944	Oct 2022-Oct 2029
		5,787,776

 

Details of the movements in the weighted average exercise price ("WAEP") and number of share options during the current and prior year are as follows:

	At start of year	Granted	Exercised	Forfeited	At end of year
WAEP 2018	2.91	-	-	-	2.91
WAEP 2019	29.1	55.7	31.1	43.8	48.8
Options 2018	19,518,379	-	-	-	1,951,832
Options 2019	1,951,832	4,335,944	(450,000)	(50,000)	5,787,776

 

Due to the share consolidation in the year, the share options and warrants granted and subsisting at 1 December 2018 were adjusted on the basis of one option or warrant for every previous 10 options or warrants.

The range of prices at which options and warrants can be exercised is 27.5p to 56.0p.

During 2019, options were granted over 3,602,000 shares with an exercise price of 56.0p per share and 733,944 shares with an exercise price of 54.5p per share.

50,000 options were cancelled in the year (2018: Nil).

The weighted average price of shares on the date of exercise during the year was 31.1 pence (2018: Nil pence).

The option movements detailed above resulted in a share-based payment charge for the Group of £63,000 (2018: £Nil).

Further details of share options exercisable at the yearend are provided in note 13.

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.

 

25. Cash and cash equivalents

The Group monitors its exposure to liquidity risk based on the net cash flows that are available. The following provides an analysis of the changes in net funds:

	As at 30 November 2018 £'000	Cash inflow £'000	As at 30 November 2019 £'000
Cash and cash equivalents	5,300	(3,299)	2,001

 

	As at 30 November 2017 £'000	Cash outflow £'000	As at 30 November 2018 £'000
Cash and cash equivalents	673	4,627	5,300

 

26. Commitments

Capital commitments

The Group had no capital commitments at the end of the financial year or prior year.

Operating lease commitments

Commitments for minimum lease payments in relation to operating leases are payable as follows:

	Land and buildings
	2019 £'000	2018 £'000
Not later than one year	788	278
Later than one year and not later than five years	3,615	297
	4,403	575

 

The Group leases various offices and storage units under non-cancellable fixed term operating lease agreements. The lease terms are up to 10 years, with break clauses ahead of the full term and the majority are not renewable at the end of the lease period.

There were no other operating lease commitments.

Provisions and contingent liabilities

	Leasehold dilapidations £'000
At 1 December 2018	171
Released in the year in respect of exiting leasehold properties	(171)
Additions	213
At 30 November 2019	213
Due within one year	-
Due after more than one year	213

 

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.

 

27. Related party transactions

Two (2018: two) of the directors have received all of their remuneration through their individual service companies during the year. The payments represent short term employee benefits. The amounts involved are as follows and relate to activities within their responsibilities as directors:

In all cases the directors are responsible for their own taxation and national insurance liabilities.

 

	2019 £	2018 £
C Pilling (via The Personal Web Company Limited)	30,000	30,000
J Hamer (via Fin Dec Limited)	30,000	30,000

 

At the year-end Access Intelligence Plc owed Elderstreet Investments Limited, a company of which M Jackson is a director, £Nil (2018: £8,337).

During the year interest on convertible loans of £Nil (2018: £30,685) and on non-convertible loans of £40,438 (2018: £36,000) was paid to Eldersteet VCT plc, a company of which M Jackson is a director.

At the year end, an amount of £2,040 (2018: £2,040) was due from M Jackson.

During the year, the Group recognised a share-based payment charge of £33,310 (2018: £Nil) in respect of key management personnel.

During the year, the Group made available a loan facility of £100,000 to Track Record Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down from the facility. A non-utilisation fee of 1% of any amount of the facility not drawn down is also payable.

As part of the agreement, Track Record Holdings Limited paid the Group a commitment fee of £2,000 in November 2019. The total value drawn down by Track Record Holdings Limited at 30 November 2019 was £Nil.

During the year Access Intelligence Media and Communications Limited received services from Macranet Limited, a company in which M Jackson is a director, totalling £Nil (2018: £31,500). At the year end the Company owed £Nil (2018: £Nil) to Macranet Limited.

 

28. 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 income statement when they fall due for payment.

During the year £229,000 (2018: £97,000) was contributed by the Group to individual pension schemes. At 30 November 2018 no pension contributions were outstanding (2018: £Nil).

 

29. Events after the reporting date

On 6 February 2020, the Group announced an update in respect of an independent accounting review it had initiated to review the pre-acquisition accounting within the Pulsar business and a resulting agreement with the Pulsar vendors in respect of the purchase price paid for the business.

In full and final settlement of any dispute under the Agreement regarding the appropriate valuation of the business, the vendors agreed that 4,076,238 of the consideration shares will be sold back to Access Intelligence for £1. As Access Intelligence currently does not have the requisite approvals to acquire these shares, a shareholder's meeting will be convened to obtain the necessary approval for the buy back. Upon completion of the buy back the relevant shares will be cancelled.

Post year end and since the outbreak of COVID-19, the global economy has entered a period of significant turbulence. The Group's considerations in respect of this are detailed on pages 12 and 13.

 

30. 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.