- Title:
Final Results, Analyst Briefing & Investor Pres - Time:
07:00:07 - Date:
14 Sept 2020 - Category:
Results - ID:
8178Y
PCI-PAL PLC
Continuing Significant Sales Growth with Channel Partnerships Delivering
PCI-PAL PLC (AIM: PCIP), the global provider of secure payment solutions, is pleased to announce full year results for the year ended 30 June 2020 (the "Period").
1 TACV is the total annual recurring revenue of all signed contracts, whether invoiced and included in deferred revenue or still to be deployed and/or not yet invoiced
· Strong start to the new fiscal year with ACV in line with management expectations. Run rate revenue for the two months up to the end of August 2020 is up 41% compared to the same period last year
· Revenue visibility currently at more than 80% for the year against current market forecasts
· Sales highlights include:
o A significant new customer contract to provide both our Agent Assist and Digital secure payment solutions to a well-known, North American headquartered, global retailer with more than 1,500 agents in their North America based contact centre
o An initial contract to provide our Agent Assist solution to one of the largest local councils in the UK, sold through our long standing partnership with Civica
· Launched Speech Recognition feature set for our Agent Assist and IVR solutions.
· Achieved record TTGL delivery of only 9 weeks for a contact centre of more than 500 seats, which went live in July, having been the largest deal signed in Q4 FY20
· Announced the formation of the Company's Advisory Committee, adding additional breadth of market and product perspectives as the Company navigates its future and capitalises on the opportunities available to it
COVID-19 Update:
PCI Pal's business model and technology have meant that we have so far not been materially impacted during the extremes of lockdown in both the UK and US and remain well positioned to minimise the potential negative impacts of the COVID-19 pandemic on the Group. Since the start of the new fiscal year we have continued our growth momentum, which we attribute to:
· our strong relationships with financially stable, large cloud-based reseller partners through whom we sell the majority of our contracts by both value and volume; and
· our cloud platform, including our ability to implement and deliver services to customer entirely remotely.
The on-set of the pandemic has served to accelerate the market-wide transition from on-premise communications technology to cloud-based services. We believe that this will benefit PCI Pal over the longer term as the leading cloud-only provider in the market. PCI Pal's services are critical for home-workers wishing to handle sensitive customer data, particularly credit or debit card data. As a result, we believe that demand for our services may increase with time, despite the short-term general business impact the pandemic has had in delaying certain buying decisions at prospective customers.
The following provides an update to the COVID-19 overview provided in our full year trading update in July 2020:
· Project delivery timescales continue to shorten with high demand for services as a result of the increased numbers of contact centre agents working from home. Our performance against our TTGL metric has been strong with 16 projects already delivered by the end of August 2020.
· New customer contracts sales timing remains less predictable than it was before the start of the pandemic. We had reported that we had seen delays in contract signing during our Q4 FY20, and whilst these delays are no longer evident in newly created sales opportunities, we would note that not all those specific deals delayed in Q4 FY20 have as yet re-commenced engagement. Demand through new pipeline generation is strong though, and in line with our expected requirements to deliver management's near-term sales forecasts.
· The Company has maintained market guidance given the above, and whilst we will monitor progress very carefully against market expectations, we believe we are well positioned to take another significant step forward this year in line with those expectations.
Commenting on results and prospects, James Barham, Chief Executive said:
"Our early adoption of cloud technologies in our space, and our commitment to channel, is enabling us to service the entire contact centre market within our focus territories, and it is this differentiator that will see us continue our progress towards cash generation and profit breakeven under the current plan as we look forward to another year of substantial revenue growth."
PCI-PAL PLC |
Via Walbrook PR |
James Barham - Chief Executive OfficerWilliam Good - Chief Financial Officer |
|
finnCap (Nominated Adviser and Broker) |
+44 (0) 20 7227 0500 |
Marc Milmo/Simon Hicks (Corporate Finance)Richard Chambers (Corporate Broking) |
|
Walbrook PR |
+44 (0) 20 7933 8780 |
Tom Cooper/Paul Vann |
+44 (0) 797 122 1972 |
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[email protected] |
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2020
In my first year as Chairman and director of PCI Pal, I am very pleased to report on a major year of progress for the business. This despite the, at times, daunting challenges and uncertainties caused by the COVID-19 pandemic and varying government responses around the world.
People
Without question, the pandemic has presented varying challenges on all businesses in every sector of the global economy, but at the personal and individual level the challenges have been unprecedented. Almost overnight our people not only had to cope with working from home, but also with a myriad of concerns, fears and challenges relating to family health and daily routines, caring for extended family members, and concerns for financial security. I am extremely proud to say that our teams in both the U.K. and U.S. responded gallantly, and in fact drew closer together as a result. Management supported this rapid transition to a 'new normal' by implementing flexible work schedules, being sensitive and sympathetic to individuals who perhaps had more challenging home environments than others and continuing to provide and enhance remote-based IT support for collaboration with team-mates, partners and customers.
During the prior year of FY19, James Barham as the new CEO, expanded and strengthened the management team across the functions of Sales, Technology and Security. During FY20, against the backdrop of the pandemic but in the face of top line sales growth, the team's expansion continued to underpin the management teams' strengths in specific operational areas such as professional services, partner support, and both pre and post-sales technical expertise. By select hiring in the U.S., the Group has also further strengthened its ability to serve an increasingly global profile of both partners and end customers, in particular those headquartered in North America, which remains the Group's key target growth market.
The PCI Pal team has grown from 50 to 58 employees over the course of the year and I would like to personally thank all of our employees for their excitement, dedication, flexibility and hard work in growing PCI Pal and in pursuing our Mission: safeguarding the reputation and trust of our customers. The Board remains as committed as ever to supporting our people in terms of professional development, flexible work environments and competitive compensation and benefit packages. I have no doubt that they will all continue to build on their successes during the last twelve months, both as individuals and as globally focused teams, as we move forward through and beyond these globally challenging times.
Strategic Direction
During the year, the Company has made demonstrable progress in executing its Vision of becoming "the preferred solution provider that technology vendors globally turn to for achieving PCI compliance for payments by phone" and pursuing a Cloud strategy. 78% of sales were made through channel partners. Our Cloud platform hosted on AWS has grown to cover 6 points of presence around the globe and our Cloud solutions are being adopted by small, medium and large enterprises alike. The attractiveness of PCI Pal's strategy to focus on channel partners is matched by the demand from end customers. During FY20 the Company added 100 new end customer logos and deployed 72 new customer implementations. Behind this strategy, our innovation has continued with the launch of PCI Pal Digital, an omni-channel offering as well as Rapid Remote to help those customers rushing to deploy work-from-home solutions in the face of COVID-19.
Fund Raise
Adding to its £2.75 million debt facility secured in early FY20, the Company completed a £5.00 million equity fund raise in March 2020. Its success has been reflected in the Company's share price performance since the date of the announcement and is evidence of the strong support that the Company enjoys from its shareholders. In addition to creating a stronger balance sheet, increasing working capital and providing for flexibility in the face of uncertainties relating to the pandemic, the fund raise was also designed to fund expansion. As we look forward to FY21 we are planning for additional sales and marketing resources, support to North American based channel partner relationships; and to expanding product management functions targeting long term improvements in time to go live ("TTGL") for new customers. These additional funds will also allow the Company to consider potential new expansion opportunities in the future. Full disclosure of the terms of this equity fund raise have been made in the notes to these accounts and within the Chief Financial Officer's Review.
Shareholder Communications
As a board, continuous improvement in shareholder communications remains a key objective. Building upon the actions taken in FY19 which included more detailed investor presentations, expanded analysis of results and underlying KPIs, a more frequent cadence of communications and the judicious use of RNS-Reach, and participation in investor-focused events such as 'tech demo days' and investor group conferences, we have taken further steps in FY20. These include myself as Chairman, offering one-on-one shareholder meetings around the time of the AGM each year, expanded efforts by the executive team to meet with retail shareholder groups, use of new communications technology aimed at shareholder needs such as the Investor Meet Company platform and plans for enhanced web site disclosures. We look forward to continuing and reinforcing these programmes and events as each year progresses, and I welcome your feedback and suggestions for further improvement.
Corporate Governance
During FY20 I have focused the expanded resources of the Board in a number of key areas of corporate governance and initiatives to set the Board on a path of continuous improvement over time. These areas included the Board's first evaluation of the effectiveness of the Board, its committees, and its individual directors. Other areas of initiative were a fresh review of the Company's risk profile, and our appetite for risk and steps necessary to mitigate known and anticipated risks, an update to the Board committees' terms of reference, and embarking on a 5-year refresh of our forward strategic plan to take effect from FY21 onwards.
The nature and results of these early initiatives are summarized in more detail in the Corporate Governance Report.
Changes in Accounting Rules
The Company implemented IFRS 16: Accounting for Leases effective from 1 July 2019. The Group has chosen not to restate the previous years' financial statements following the adoption and there has been no overall effect on the loss before tax. Full disclosure of the changes has been made in the notes to these accounts.
Advisory Committee
Following the year end, in August 2020 we announced the formation of the PCI Pal Advisory Committee (the "PAC"). The formation of the PAC is consistent with both enhancing the Board's ability to manage its risk profile, as well as to provide expert advice into the formation of its future corporate strategy.
Looking Forward
FY20 has been a year of both significant achievement as well as significant expansion of the risks and opportunities facing the Company and the markets in which it operates. The Board is cautiously optimistic about managing through the COVID-19 pandemic but remains vigilant of the potential for as yet unknown additional economic and business impacts. Nonetheless, we are a growth company operating in growth markets, and so are confident in our business model. I look forward to sharing further progress reports and news during the coming financial year, as we continue our journey to achieve profitability and positive operating cash flow.
Simon Wilson
Non-Executive Chairman
CHIEF EXECUTIVE'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2020
Introduction
Reporting on my first full financial year in the role of Group CEO, I am pleased to report that we have made significant progress against our key growth metrics. Revenues grew 56% year on year to £4.40 million (2019: £2.82 million). This year on year increase further illustrates the benefits of our SaaS-based revenue model as revenue is recognised from TACV, our key sales metric which has continued to grow in the year by 66% to £6.75 million (2019: £4.06 million). The start of the current financial year has started well, and we have strong revenue visibility which for the coming year is currently at over 80% of the market's revenue expectations for the year.
I am equally pleased to report that we have made extensive progress towards the Company's Vision: to be the preferred solution provider that technology vendors globally turn to for achieving PCI compliance for payments by phone. Having led the way in utilising cloud technology in our market, and launching our true-cloud environment back in October 2017, we now have the most advanced and mature cloud offering in our market with customers live on all 6 regional instances of the platform within AWS across EMEA, North America, and ANZ regions. It is this technology focus that has enabled us to execute against our Vision. Many of our technology partners are cloud-native themselves and are a natural fit for PCI Pal helping them to provide secure payment solutions to their customers around the world. I am pleased to confirm that we ended the year with all our major Contact Centre as a Service ("CCaaS") and Unified Communications as a Service ("UCaaS") partners live and on-boarded across all regions of our platform.
It is these enabled partnerships that are critical to our continued growth and long-term profitable scale. As of the end of the year, we are now resold by over 40% of North American and Western European Gartner Magic Quadrant CCaaS providers. These same partners are a key reason why we achieved the milestone of signing more than 100 new customers in the year (2019: 77) with 78% of these customers generated through channel partners. I am extremely encouraged by the accelerated number of new customers signed as the year progressed, reflected by the 37 new customers signed in Q4 alone. This is a 76% increase compared to the customers signed in Q1 in spite of the COVID-19 outbreak and illustrates the effectiveness of our channel model in producing higher quantities of pipeline opportunities. We are optimistic that opportunities will continue to increase as we on-board more partners, and as our partner relationships mature over time following full engagement with our partner programme and channel sales functions.
In the year, the Group signed new contracts across all regions with a recurring Annual Contract Value ("ACV") of £2.62 million (2019: £1.91 million). I was particularly pleased that despite the pandemic, we signed £0.80 million ACV in our Q4, so whilst we were impacted by delays in our sales cycles as a result of the onset of COVID-19, which ultimately reduced our final ACV number for the year, we were nonetheless able to continue our momentum.
This sales traction is bolstered by further progress in our ability to implement new customers, and our key project delivery metric of TTGL is now at an average of 5.5 months overall across all customers (which remains within the 4-7 months previously stated). We have made extensive improvements since we introduced the TTGL metric in January 2019, and customers signed more recently are being implemented much faster. For instance, contracts signed in FY20 have an average TTGL across all deployments of just 4.4 months. Additionally, this improvement is a natural positive result of having more integrated partners now fully on-boarded, live, and delivering new contract sales. Their repeatable technology stack integrations result in shorter implementations, and reduced project effort levels for us, and their end customers.
We have also achieved a number of large scale customer implementations during the year. In H1 we announced our largest contract to date in the US (and the Company's second largest contract in its history), won through both a competitive tender process, and also a competitive Proof of Concept ("POC"). Our Professional Services team went head-to-head with one of our major competitors for this POC. We achieved highly positive reviews from the customer and ultimately won the new contract. Following a successful, collaborative implementation the customer is live on our platforms, following a deployment achieved within six months.
The implementation skills of our Professional Services team across EMEA and North America are having a directly positive impact on our Net Promoter Score ("NPS"), the internationally recognised measure of customer satisfaction. I am proud to report that our NPS has increased to 87 against the NPS global benchmark of 43, which puts us comfortably in the top 25th percentile of companies worldwide and 102% above the global benchmark. As a result, our ability to reference customers and produce case studies and testimonials has significantly increased putting us in an improved position of strength when competing for business of any size. This is strong evidence of the effectiveness of the operational improvements we have made since January 2019, which has been one of our top Company-wide key initiatives.
Market Drivers & Market Positioning
PCI Pal's addressable market consists of any organisation taking payments by phone or within contact centre environments anywhere in the world, and in particular within our core focus geographic markets of the UK and North America. PCI Pal gains access to these markets by leveraging a partner-first go-to-market sales model, which involves working primarily through resellers who themselves are involved in providing services for customer interactions for the sorts of organisations we are targeting. Today these partners include CCaaS, UCaaS, Carrier (Telco), Value-Added Resellers ("VARs") of the major telephony platforms, Payment Service Providers, and consultancies. When we sell directly to the end customer, this is typically for strategically important or large enterprise size accounts who have a preference to deal directly with their technology suppliers.
A key differentiator for us is our ability to serve any size organisation across our addressable market. Our customers range from small contact centres up to the very largest with more than 5,000 agent seats. We can serve these customers from anywhere in the world through our best-in-class truly-virtualised cloud platform, hosted within AWS. PCI Pal was the first in this market to launch a true cloud environment and maintains the most advanced and mature platform globally.
Contact centre markets in both the UK and US represent between 3-4% of the working populations of those countries, so in contact centres alone there is a sizeable market opportunity to address. Our ability to serve any size of contact centre is essential when considering the make-up of this mass-employment pool across both countries. In the US alone, 93% of contact centres (37,000) have less than 250 agent seats and employ 2.0 million agents making up more than 55% of the entire employed agent-base across the country. As such, our ability to serve contact centres of any size is critical to maximising our market opportunity.
The market is underpinned and strengthen by two major global industry dynamics occurring today; the increase in regulation and governance surrounding data security worldwide; and secondly, the transition in the communications market of services served from on-premise equipment to services delivered from the cloud.
In recent years we have seen regulation and governance of data security increase both through well-publicised standards such as the General Data Protection Regulations ("GDPR") in the EU, as well as state level statutes in the US such as the California Consumer Privacy Act. These are in addition to standards such as the Payment Card Industry Data Security Standard (PCI DSS) which specifically govern the activities of companies handling personal data, specifically credit and debit card data. Regulatory and governance standards combine as one of the primary reasons for the change in organisational mindset towards the risks posed by cyber-crime today. This change in mindset is creating a significant shift towards more responsible and thorough data security protocols across all industry sectors. Specifically, from a payment security perspective, PCI Pal makes the job of complying with these standards, and securing data much easier for these companies who otherwise would be faced with significant challenges, and therefore costs, to achieve compliant and secure operations. Additionally, PCI Pal secures the most sensitive of personal data, with payment data being the most easily monetised by cyber criminals should it fall into their hands.
With the cloud communications market expected to grow considerably, the high growth UCaaS and CCaaS sectors are evidence of the shift in technology adoption occurring across the communications industry today. Organisations are moving from traditional on-premise telephony to cloud-based communications through the likes of Vonage, 8x8, and RingCentral. This shift has been further accelerated by the on-set of the COVID-19 pandemic where the benefits of cloud-based services have been emphasised. These benefits include flexible homeworking capabilities; robust disaster recovery and responsive business continuity capabilities; as well as the availability of scalable cost models. Given our technical approach and channel business model, we are well positioned to capitalise on this market trend as we work with our partners to increase our access to this expanding market opportunity.
PCI Pal Cloud
Having launched our cloud environment almost three years ago in October 2017 and having defined a key strategic objective to be the leader in cloud-based secure payments services in our market globally, we have gathered significant technical momentum. Our platform continues to evolve and is already the most mature in the market by some margin, with our competitors' primary offerings remaining hardware or privately-hosted technologies. This momentum is underscored by the cloud-to-cloud partnerships that we have built in the last 24 months with the likes of Vonage, 8x8, Genesys, and Talkdesk, as well as our ability to engage with, sell to, and deliver enterprise size deployment projects with some of the largest contact centres in the UK and the US.
We utilise AWS for the virtualised hosting of our cloud platform, a hosting provider that we selected on the basis that they were, and still are, the market leader both in terms of capacity and geographic coverage. Our true-cloud approach allows us to deliver services across the globe whilst maintaining data sovereignty and regional handling of payment traffic by leveraging the data regions we have created within the AWS global hosting environment. This is both of appeal to smaller local customers who need their data to be handled within the territory in which they trade; but equally to larger multi-national organisations whose businesses may be geographically dispersed with complex data governance requirements. Our customers can therefore use a single PCI Pal service, but choose to handle their customers' data locally wherever that customer is utilising the service.
Additionally, our technology strategy and focus on cloud has been purposefully made complementary to our partner-first go to market sales model. AWS is the most commonly adopted hosting environment used by our cloud-served partners, creating natural integration and interoperability benefits for us when on-boarding those partners.
PCI Pal's cloud platform has always used cloud native technologies, and today our platform continues to evolve, using more advanced ways of operating such as serverless technologies and micro-services. This approach is enabling us to be nimbler within our development cycles, more robust in our release processes, and allowing faster development cycles for new products and features. It has been our first-mover advantage and early commitment to cloud that is ensuring we lead the way in this technological approach to our market.
Product Update
In the year we launched two new products; our PCI Pal Digital offering for omnichannel payments across channels such as WebChat, Social media, SMS, and email; and Rapid Remote our rapid deployment service, which was developed in response to the increased demand for ultra-high pace deployments in the face of the on-set of COVID-19 and increased security requirements for agents working from home.
Since its launch in February, we have both sold and delivered our first PCI Pal Digital customer and we have continued to build momentum with this product with further sales since the year end. Additionally, we have signed a number of Rapid Remote generated opportunities, several of whom have moved to full deployment models. One of these being the largest customer that we signed in Q4 FY20, which went live with the full deployment in just 9 weeks.
In line with our plans following the fundraise in March 2020, we intend to increase our investment in product management as we look to evolve our product roadmap and capitalise on our existing channel partnerships, as well as putting a more strategic and targeted focus into winning more enterprise-size customers. We have announced in this report the launch of our Speech Recognition feature-set for both our Agent Assist (live agent payments) and IVR (fully automated payments). The speech recognition feature will combine with our existing capabilities to empower our customers to accept secure payments through either keypad entry (DTMF) or spoken voice. Both with the same secure outcome, compliance upsides, and cost savings.
North America
We are pleased with our progress in North America. In what is only our second full financial year in the territory, we have significantly increased our sales bookings with new contract recurring ACV increased 125% year on year to £1.08 million (2019: £0.48 million). As we have stated previously, we have concentrated our efforts in establishing full enablement of the North American partners with whom we began working in the prior year, and I am very pleased to confirm that we have on-boarded all major partners announced to date. It is these partners who will enable us to further grow our pipelines, and therefore sales bookings, in what is the most significant geographic territory opportunity for the business.
Contributing to the year-on-year growth in US sales bookings was the win of the Company's second largest contract to date, won through a competitive tender process. Announced in December 2019, the contract is for an initial term of three years with a recurring ACV of $566,000 (approximately £434,000). This customer is now live, and is further evidence of our capability to sell to, win, and deliver enterprise customers. Additionally, and as we have referenced previously, this contract was sold on a multi-year prepayment commercial model, and we can now confirm that following the year end, we have received payments for years two and three of their licenses (cash value $1.13 million). We invoiced the first year licence and set up fees on signature of the contract and this invoice was paid in H2.
Other sales highlights include a contract to provide both our Agent Assist solution to more than 700 agents at the US contact centre operations of a well-known, financial services business which has an extensive European footprint; and a contract won through a competitive tender process with a Fortune 100 US insurance company. This contract was for an initial phase of deployment, which is now live.
The TACV for the region at the end of the year was £1.66 million representing a 181% increase on the prior year (2019: £0.59 million). Revenues for the region represented 11% of Group revenues at £0.50 million (2019: 3% £0.10 million), reflecting the SaaS-based revenue model as the growth in new contract sales TACV begins to feed through into recognised revenue. We are continuing to see increases in key sales metrics that will cause the North American business to grow at faster rates than our more mature EMEA region, and eventually we expect the North American operation to surpass it.
From a new sales contracts perspective, and as noted in our Trading Update for FY20 in July, as a result of the COVID-19 pandemic, we did experience some delays in new business sales conversion for a number of more mature opportunities expected to close at the end of our Q3 or during Q4. For the North American operation, this had an impact on H2 new sales which otherwise would have produced a stronger full year outcome but for these delays. I am pleased to confirm that the decision-making delays we saw during the on-set of the pandemic have reduced. We have made a strong start to FY21, with newly created opportunities progressing with sales velocity closer to pre-COVID-19 anticipated levels.
With the majority of our global partners being headquartered in the US, the North American partner landscape is not only important for the region, but for the Group worldwide. Having fully on-boarded all key global partners in the region by the year end, I can report that those partners by majority contributed to the record 37 new customer contracts signed in Q4 across the Group. This includes our new global arrangement signed with 8x8, an extension to our previous UK-only contract, and Talkdesk, both of which were announced in H2 FY19. These partners add to our existing on-boarded global resellers headquartered in the region including Vonage, Worldpay B2B (previously named Paymetric), and Genesys.
In the year we added two key technical partnerships with two of the most prominent traditional telephony vendors in the world, both headquartered in the US; Avaya and Cisco. We have been selected by Avaya for membership as a Technology Partner to their DevConnect Program; and additionally, Cisco has selected us as a Preferred Solution Partner as well as granting us certification for compatibility with their various platforms. These technical partnerships are key in underlining our credibility within both organisations' reseller communities in the US and worldwide, as well as providing credibility for our own services' interoperability with their platforms for direct enterprise customers using their technology.
We continue to see lower levels of competition in North America compared to the UK, with a small number of US-based competitors. Whilst we were not the first UK company in our market to launch in the US by a number of years, we believe that in our short time in the region we are now beginning to establish our brand as the strongest and most recognised. This is being achieved by a two-pronged marketing strategy. First, the support of our partners through collaborative marketing efforts and leveraging their extensive market access capabilities. Second, continual stepped improvements in both our digital marketing capabilities and thought leadership activities driving relevant, interesting, and useful content into the market. In addition to growing our brand exposure to the enterprise end of the market, our focus on easy-to-use cloud technologies and partner-first approach means we have an early-stage foothold on the mass-market small to mid-size contact centre segment. Our brand momentum in the region is evidenced by our leading position as the brand receiving the highest Share of Voice ("SOV") in the market compared to our main competitors, with PCI Pal receiving a very significant 73% of media mentions in our market sector in the US across the full year.
We continue to run our business in the ANZ region out of the US due to the beneficial time zone overlap of our employees based on the US west coast. We are focused on supporting our partners who have businesses in ANZ, and as a result have grown our customer-base in the year. Reference customers in ANZ include Queensland State Government and News Corp Australia, and we have also extended our reach through the signing of a new reseller in the region who is the second largest Genesys VAR in Australia. This partner also has operations in the U.K. so as a by-product there is also early stage engagement in EMEA.
EMEA
The EMEA business, served from the UK, is the more mature of the two core regions and as a result has a more established base of customers that are live and producing recurring revenue. We took a major step forward in revenue from EMEA for the year, 43% ahead of the prior year at £3.89 million (2019: £2.72 million). 84% of this revenue is recurring licences or transactions. This is a direct result of the growth in new sales bookings that we have seen in the last 24 months, which are now producing recognised revenue as the customers are implemented.
Revenues for the EMEA business are generated both from services on our first generation, privately-hosted platform and, since 2018, from our true-cloud AWS environment which enjoys much higher gross margins. We have not sold services on our first-generation platform since early 2018, with all sales since then being on our AWS platform. We finished the year with 46% of EMEA revenues generated from our AWS platform, (2019: 18%) an increase of 156%. To date we have opportunistically transitioned a number of our customers on our first-generation platform to our AWS environment. Plans have though now commenced to proactively transition these customers to our higher gross margin AWS environment over the next 24 months.
TACV in the region increased 46% year on year to £5.08 million (2019: £3.47 million) illustrating the outlook for recurring revenue from signed contracts as they are implemented and reach revenue recognition over the coming year. Incorporated into these TACV numbers, is our new business ACV signed in the year. Similar to North America, EMEA sales bookings were adversely impacted due to timing delays during the on-set of the pandemic in the final four months of the financial year. We finished the year with new ACV sales bookings 8% greater than the prior year at £1.53 million (2019: £1.42 million). I am pleased to report that the EMEA business has started the new financial year well and in line with management expectation.
Sales highlights in the year include the signing of another major enterprise-size government agency contact centre, with more than 4,000 agent seats. The contract, to deliver our Agent Assist solution, has an ACV value of £0.55 million. We will be invoicing the first years' license when agreed delivery milestones have been met, and we continue to expect this to occur in H1 FY21. We have a particularly strong presence in U.K. public sector and this latest contract further underlines our position in this specific market vertical.
Through our resellers, who focus on the public sector, such as Civica, we have now more than 40 local authorities using our services to secure payments for U.K. citizens. PCI Pal is a Crown Commercial Services Certified Supplier, and our products are available to public sector organisations through the U.K. government G-Cloud framework.
Other sales highlights in the period include a number of further contracts through our reseller relationship with Capita Pay 360, one of which is to a well-known FTSE 250 retailer delivering our services into their contact centres in the UK and South Africa. In H2 this customer went live with all services across both territories. Additionally, we also won a contract with a global Nutritional Supplements firm, headquartered in Cambridge, UK to provide not only secure credit card payment services but also the facility to securely collect customer bank details for direct debit transactions and bank transfers. This company serves customers across Europe, including Germany, where direct bank transfers are more prevalent for orders taken by phone. This customer was sold through our newly on-boarded integrated partnership with Puzzel, the Nordic based pan-European CCaaS vendor.
We have been particularly successful in EMEA in opening up partnerships with new resellers who have had historic relationships with our competitors. As we have previously reported, a number of our closest competitors invested in the market earlier than us, and as a result they had been able to achieve working relationships with the sorts of organisations we would seek to partner with. Nonetheless we have proactively targeted leading VARs with these historic competitor relationships in the region, and particularly those that focus on the resale and maintenance of the major telephony vendors with whom we are accredited (such as Genesys, Avaya, and Cisco). I am very pleased with our progress on this initiative and can report that we completed the year having signed three new important VAR resellers. Two are leading Genesys VARs, one in Ireland (with whom we have sold and delivered our first customer) and the other in the UK. The third is a leading UK-based Avaya VAR. Both of the UK-based resellers have their own hosted instances of Genesys and Avaya respectively, and so we are deploying repeatable integrations which can be used across all their customers using services on these platforms.
The EMEA business today is very much focused on the U.K. market. We continue to monitor opportunities, both through existing and new partners, to gain footholds in other countries in the territory as we assess our future long-term strategy and timing to expand across mainland Europe. We remain cautious to balance the EMEA opportunities with the risk of management distraction and resource diversion away from our core focus opportunities in our stated target markets in the UK and North America.
Channel Partners
PCI Pal has a partner-first sales model which means that we have a company-wide focus on generating most of our sales through channel sales partners. In the year 78% (2019: 84%) of new customer contracts were sold through channel partners, equating to 42% of the total ACV by value. We anticipate channel to be the majority by value over time as our lead generation from channel increases as a result of our growing base of on-boarded partners.
As we have referenced in the Market Drivers section of this report, the contact centre market is by majority made up of contact centres of 250 agent seats or less. In the US 93% of all contact centres (37,000 in total) have less than 250 seats and employ 55% of all agents across the country. This is clear evidence of the long-term scale opportunity for PCI Pal if we are able to profitably win and serve these smaller, higher quantities of contact centres who make up a majority of the addressable market. Our channel approach is integral to this capability, particularly through our integrated partners such as 8x8, Vonage, and Talkdesk. This growing capability is being substantiated by the accelerated increase we have seen across the year in the number of new customers we are signing quarter on quarter as more of our partners become fully enabled and relationships mature finishing the year with 37 new customers signed in Q4 alone, compared to 24 in Q1.
Channel not only gives us the ability to cost-effectively access a wider addressable market, but it also empowers us to efficiently deploy higher quantities of customers leveraging the highly repeatable nature of our Integrated Partner engagements. Additionally, our partners provide first-line support to customers, so PCI Pal can be highly efficient in servicing these accounts, focusing instead primarily on the success of the partner. This sales strategy plays a major part in establishing the significant operational gearing that this business is building towards.
Having started the year with the announcement that we had been awarded EMEA Partner of the Year for Genesys AppFoundry, this award led to increased cooperation within Genesys. While commercial relationships with large partners such as this take time to nurture and develop, we are now seeing progress as a result of the time investment and commitment we have shown to them. This includes the signing of three new Genesys VAR resellers in the period across EMEA and APAC. Our collaboration with partners has only increased during the on-set of the COVID-19 pandemic, and we have been particularly active across the final four months of the year creating extensive amounts of thought leadership content and collateral with these partners, naturally strengthening those relationships while at the same time growing awareness of our products with their customer bases.
We categorise our partners into four different groups:
· Integrated Partners - Such as CCaas, UCaaS or carrier partners with tight telephony, and sometimes desktop, integrations. Repeatable integrations facilitate shorter customer implementation times.
· Solution Providers - Typically VARs or Systems Integrators of the major telephony platforms such as Genesys, Cisco, and Avaya. Solution Providers also include payment service providers such as Paymetric and Civica.
· Referral Partners - Partners who introduce customers to us, to whom we then sell direct. These include Master Agents, consultants, as well as other organisations who may prefer to first introduce, prior to becoming a fully enabled reseller.
· Technology Partners - a recent addition to our partner landscape, and whilst expected to be less numerous, we have identified an important subset of technology vendors with whom we have sought technology accreditations that allow us to sell to both their own partner communities and also major enterprise customers.
Whilst typically, the vendors we would see as Technology Partners have been the more traditional vendors such as Avaya and Cisco, we have also seen cloud vendors such as inContact (an existing referral partner) and Five9 adopt the same approach. Whilst being part of these communities has some value, they do not produce the same level of volume or interaction that can be achieved through a fully on-boarded reseller partner. We are therefore careful to allocate resources judiciously, while being mindful that closer relationships can be built with these organisations' own VAR reseller communities. We also carefully assess these technology partners' appetites for direct reseller relationships.
Operations
I am extremely pleased with the stepped improvements we have made across our engineering and professional services departments in the first full year since we re-structured both of them in H2 FY19.
We have continued to invest in these critical functions by adding several new key resources and skills to the teams. These have been targeted at supporting larger volumes of telephony deployments both for integrated partners and direct customer deployments, as well as adding a Head of Development reporting to the CTO. Some of these new people have been hired in the US to support increasing demand for our services and delivery there, even during the on-set of COVID-19 where we benefitted from our ability to deliver services entirely remotely.
In FY20 we delivered 71 new customer projects which is an increase of 154% on the prior year (FY2019: 28). This significant increase not only reflects the accelerated increase in new customers, but it particularly highlights our improved capabilities in deploying new customers. As we continue to expand the volume of new business enquiries generated through our channel partners, the foundations we have now put in place across engineering and professional services position us to achieve service delivery excellence and, importantly, efficiency in our processes as we scale this business.
Our key project delivery metric of TTGL, which is a measure of the time it takes us to get from a new signed contract to revenue recognition (typically go live), stood at an average of 5.5 months (2019: 6.4 months) across all channels and all contracts delivered by the year end irrespective of when the customer was signed. We have also begun tracking TTGL measuring only contracts signed in the year. I am pleased to report that we are seeing improvements in this measure of TTGL, for example achieving an average of 4.4 months TTGL for all projects signed and delivered in FY20. These measures taken together are indicative of further expected improvements in our overall operational gearing of the Company as the mix of our business continues to shift towards partner driven and AWS cloud hosted new customers. It reflects both the result of the considerable positive changes we have implemented since we introduced the TTGL metric in January 2019, and also the growing number of customer projects that we are delivering through Integrated Partners, such as Talkdesk, 8x8, Vonage, and Puzzel.
Given these improvements, it is not surprising that we have experienced a significant increase in our Net Promoter Scores, the globally recognised measure of customer (and partner) experience. We finished the year with an NPS score 102% above the global benchmark, which is a significant improvement on the prior financial year. The knock on impact of this positive outcome is that we are well positioned to produce more case studies and testimonials from partners and customers once their services are live.
Our #1 stated value is "Security is job zero", and so data security is an intrinsic part of everything we do. In the year we achieved certification for the third year running against the current version of the Payment Card Industry Data Security Standards (PCI DSS) for our AWS cloud platform; and for the eighth year running for our first-generation platform. This certification testifies that PCI Pal is the highest level of security required under PCI DSS and, as a Service Provider, can therefore handle payment data for any size organisation across the globe. Latterly in the year, we also incorporated our new PCI Pal Digital product into the scope of our PCI DSS compliance when this was launched across our platform globally in January 2020.
In addition to PCI DSS, we continue to maintain certifications for a variety of globally-recognised standards, including ISO 27001 (Information Security Management Systems), ISO 22301 (Business Continuity), ISO 9001 (Quality Management Systems), and ISO 14001 (Environmental Management). In totality our accreditations not only bolster our own processes but ensure that our partners and customer have points of reference to recognisable standards by which the Company operates.
People
As our vision states, it is our people, beyond our technology, that underpin this business. Creating an environment within which our people can succeed, ensures the success of our partners who rely on us. Talent acquisition, people development and employee retention are a critical part of my role as CEO. As a business that has grown from 11 to 58 people in under 4 years, we have maintained considerable attention to our hiring strategies. I am personally very proud that our employee retention remains high, at more than 95%, with only one employee leaving us in the financial year. From recent Company-wide surveys we know that our employees believe that the COVID pandemic has brought them all even closer together as we have worked as a team to reach a new normal during what have been very busy times for the business. Our people can be proud of what they have achieved during this time given they have been managing some of the most challenging circumstances they will ever meet personally away from work.
Cultural fit carries significant weight during our new hire assessment process, and it is often the differentiator between a number of strong candidates. This personal fit to the Company has always been essential as a small business with global operations. Cohesiveness of our teams and how they interact with each other is critical to both our internal cohesion but also our external facing success. And they must also know how to have fun. To that end, it is very common for senior management to receive positive feedback from partners and customers, both prospective and existing, commenting positively on our people, our professionalism, our approachability, and our personality. All of these things are critical for maintaining high customer retention and Net Promoter Scores.
New this year we have introduced an array of new processes and activities to our people strategy and plans; including the launch of the Company's Wellbeing Portal introduced during the height of COVID-19 lockdown in the UK and US; twice annual all-company people surveys; the launch of our cloud-based HR system "Breathe", as well as introducing a kudos initiative allowing employees to give each other and internal teams kudos, encouraging positive internal interaction.
These new initiatives, supplement our existing people engagement activities which include quarterly Company all hands meetings, all now entirely virtual and run with far greater frequency during COVID-19 lockdown, and OKRs ("Objectives and Key Results") which we use to align our high level corporate strategy with all individual employees objectives within the business.
I would like to personally take this opportunity to thank every member of the PCI Pal team for going over and above, and particularly during what have been trying times for everyone personally away from work.
Funding
As a fast-growing company, it is always critical to have sufficient working capital available to deliver on our plans. Early in the financial year we entered into a debt facility arrangement drawing down £1.50 million of a £2.75 million facility.
In March 2020, we announced an equity fundraising with gross proceeds of £5.00 million, with £4.25 million of this raised from VCT investors to fund continued growth in North America. We were delighted with the support shown by both our existing investors, and new investors, which will enable us to capitalise on our current North American expansion, and enable us to further advance our product management and development capabilities in order to support our long term ambitions and growth opportunity.
The additional funding has also ensured that we have strengthened our balance sheet. We finished the year with £4.30 million of cash and £1.25 million of further loan facility to draw giving us sufficient working capital to continue to grow the business as we work towards the point of cash generation and then profit both of which are anticipated during FY22.
Outlook
CHIEF FINANCIAL OFFICER'S REVIEW
FOR THE YEAR ENDED 30 JUNE 2020
Changes in accounting rules
| |
EMEA |
North America |
Central |
Total |
| |
£000s |
£000s |
£000s |
£000s |
2020 |
(1,330) |
(2,081) |
(692) |
(4,103) |
2019 |
(1,138) |
(2,489) |
(605) |
(4,232) |
Change in year |
(192) |
408 |
(87) |
129 |
We have now reached a stage where the future growth in employee numbers is starting to slow, having grown rapidly over the last three years. We are now focusing our hiring policy on targeted improvements and so we are expecting that our continuing, rapid sales growth will now start to deliver positive operational gearing as we push towards achieving profitability.
| |
2020 |
2019 |
1. Revenue |
£4.40 million |
£2.82 million |
2. Gross Margin |
69.2% |
60.2% |
3. Signed ACV in financial period |
£2.62 million |
£1.91 million |
| |
|
|
4. Contracted TACV1 deployed and live |
£4.04 million |
Not available |
5. Contracted TACV in deployment |
£2.19 million |
Not available |
6. Contracted TACV - projects on hold |
£0.52 million |
Not available |
7. Total Contracted TACV |
£6.75 million |
£4.06 million |
| |
|
|
8. Cash facilities available 2 |
£5.55 million |
£1.49 million |
9. Deferred Income |
£4.53 million |
£2.45 million |
10. Ratio Personnel cost to administrative expenses |
77% |
70% |
11. Headcount (excluding non-executive directors) |
58 |
50 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Note |
2020 £000s |
2019 £000s |
| Revenue |
|
4,396 |
2,817 |
| Cost of sales |
|
(1,353) |
(1,119) |
| Gross profit |
|
3,043 |
1,698 |
|
Administrative expenses |
|
(7,254) |
(6,373) |
| Loss from Operating Activities |
|
(4,211) |
(4,675) |
|
|
|
|
|
| Adjusted Operating Loss |
|
(4,103) |
(4,232) |
| Exceptional costs |
|
- |
(361) |
| Expenses relating to Share Options |
|
(108) |
(82) |
| Loss from Operating Activities |
|
(4,211) |
(4,675) |
| Finance income |
6 |
1 |
181 |
| Finance expenditure |
7 |
(140) |
(8) |
|
Loss before taxation |
5 |
(4,350) |
(4,502) |
| Taxation |
11 |
221 |
136 |
| Loss for the year |
|
(4,129) |
(4,366) |
| Other comprehensive expense: Items that will be reclassified subsequently to profit or loss |
|
|
|
| Foreign exchange translation differences |
|
(49) |
(107) |
| Total other comprehensive expense |
|
(49) |
(107) |
| Total comprehensive loss attributable to equity holders for the period |
|
(4,178) |
(4,473) |
|
|
|
|
|
| Basic and diluted earnings per share |
10 |
(8.84) p |
(10.30) p |
AS AT 30 JUNE 2020
|
|
Note |
2020 £000s |
2019 £000s |
| ASSETS |
|
|
|
| Non-current assets |
|
|
|
| Plant and equipment |
13 |
103 |
71 |
| Intangible assets |
12 |
2,139 |
1,300 |
| Trade and other receivables |
14 |
368 |
207 |
| Deferred taxation |
17 |
- |
- |
| Non-current assets |
|
2,610 |
1,578 |
| Current assets |
|
|
|
| Trade and other receivables |
14 |
2,343 |
1,792 |
| Cash and cash equivalents |
|
4,301 |
1,492 |
| Current assets |
|
6,644 |
3,284 |
| Total assets |
|
9,254 |
4,862 |
|
LIABILITIES |
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables |
15 |
(5,194) |
(2,781) |
| Current portion of long-term borrowings |
15 |
(545) |
- |
| Current liabilities |
|
(5,739) |
(2,781) |
| Non-current liabilities |
|
|
|
| Other payables |
16 |
(875) |
(666) |
| Long term borrowings |
16 |
(728) |
- |
| Non-current liabilities |
|
(1,603) |
(666) |
| Total liabilities |
|
(7,342) |
(3,447) |
| Net assets |
|
1,912 |
1,415 |
AS AT 30 JUNE 2020
|
|
Note |
2020 £000s |
2019 £000s |
|
| EQUITY |
|
|
|
|
|
|
|
|||
| Share capital |
19 |
594 |
427 |
|
| Share premium |
|
9,018 |
4,618 |
|
| Other reserves |
|
289 |
181 |
|
| Currency reserves |
|
(187) |
(138) |
|
| Profit and loss account |
|
(7,802) |
(3,673) |
|
| Total equity |
|
1,912 |
1,415 |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
|
|
Share capital |
Share premium |
Other reserves |
Profit and loss account |
Currency Reserves |
Total Equity |
|
|
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
| Balance as at 1 July 2018 |
427 |
4,618 |
99 |
694 |
(31) |
5,807 |
| Share Option amortisation charge |
- |
- |
82 |
- |
- |
82 |
| Transactions with owners |
- |
- |
82 |
- |
- |
82 |
| Foreign exchange translation differences |
- |
- |
- |
- |
(107) |
(107) |
| Loss for the year |
- |
- |
- |
(4,367) |
- |
(4,367) |
| Total comprehensive loss |
- |
- |
- |
(4,367) |
(107) |
(4,474) |
| Balance at 30 June 2019 |
427 |
4,618 |
181 |
(3,673) |
(138) |
1,415 |
| Share Option amortisation charge |
- |
- |
108 |
- |
- |
108 |
| New shares issued net of costs |
167 |
4,400 |
- |
- |
- |
4,567 |
| Transactions with owners |
167 |
4,400 |
108 |
- |
- |
4,675 |
| Foreign exchange translation differences |
- |
- |
- |
- |
(49) |
(49) |
| Loss for the year |
- |
- |
- |
(4,129) |
- |
(4,129) |
| Total comprehensive loss |
- |
- |
- |
(4,129) |
(49) |
(4,178) |
| Balance at 30 June 2020 |
594 |
9,018 |
289 |
(7,802) |
(187) |
1,912 |
|
|
2020 £000s |
2019 £000s |
|
|
|
|
| Cash flows from operating activities |
|
|
| Loss after taxation |
(4,129) |
(4,366) |
| Adjustments for: |
|
|
| Depreciation of equipment and fixtures |
82 |
53 |
| Amortisation of intangible assets |
29 |
8 |
| Amortisation of capitalised development |
433 |
183 |
| Interest income |
(1) |
(181) |
| Interest expense |
126 |
- |
| Exchange differences |
(49) |
(107) |
| Income taxes |
(221) |
(136) |
| Share based payments |
108 |
82 |
| Increase in trade and other receivables |
(713) |
(1,154) |
| Increase in trade and other payables |
2,575 |
1,605 |
| Cash used in operating activities |
(1,760) |
(4,013) |
| Dividend paid |
- |
- |
| Income taxes received |
221 |
136 |
| Interest paid |
(126) |
- |
| Net cash used in operating activities |
(1,665) |
(3,877) |
| Cash flows from investing activities |
|
|
| Purchase of equipment and fixtures |
(33) |
(27) |
| Purchase of intangible assets |
(296) |
(83) |
| Proceeds from sale of assets |
- |
- |
| Development expenditure capitalised |
(1,004) |
(564) |
| Repayment of loan note receivable |
- |
2,114 |
| Interest received |
1 |
181 |
| Net cash (used) in /generated from investing activities |
(1,332) |
1,621 |
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
FOR THE YEAR ENDED 30 JUNE 2020
|
|
2020 £000s |
2019 £000s |
| Cash flows from financing activities |
|
|
| Issue of shares - net of cost of issue |
4,568 |
- |
| Drawdown on loan facility |
1,500 |
- |
| Repayment of loan facility |
(227) |
- |
| Principal element of lease payments |
(35) |
- |
|
Net cash generated from financing activities |
5,806 |
- |
| Net increase/(decrease) in cash |
2,809 |
(2,256) |
|
Cash and cash equivalents at beginning of year |
1,492 |
3,748 |
|
Net increase/(decrease) in cash |
2,809 |
(2,256) |
| Cash and cash equivalents at end of year |
4,301 |
1,492 |
The Group's consolidated financial statements (the "financial statements") of PCI-PAL PLC (the "Company") and its subsidiaries (together the "Group") for the year ended 30 June 2020 were authorised for issue by the Board of Directors on 11 September 2020 and the Chief Executive, James Barham, and the Chief Financial Officer, William Good, signed the balance sheet.
PCI-PAL PLC is the Group's ultimate parent company. It is a public limited company incorporated and domiciled in the United Kingdom. PCI-PAL PLC's shares are quoted and publicly traded on the AIM division of the London Stock Exchange. The address of PCI-PAL PLC's registered office is also its principal place of business.
The Company operates principally as a holding company. The main subsidiaries are engaged in the provision of telephony services and PCI Solutions.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
The principal accounting policies adopted by the Group are set out in note 4. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these financial statements.
The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU ("endorsed IFRS").
These Financial Statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at 30 June 2020 as endorsed by the EU.
The following adopted IFRSs have been issued but have not been applied by the Group in these Financial Statements. Their adoption is either not relevant to the Group or are not expected to have a material effect on the Financial Statements unless otherwise indicated:
Effective for the year ending 30 June 2020
• IFRIC 23 Uncertainty over Income Tax Treatments
• Amendments to IAS 19 Employee benefits
• Amendments to IFRS 9 Financial instruments
• Amendments to IAS 28 Investments in Associates and Joint Ventures
Effective for the year ending 30 June 2022
• IFRS 17 Insurance contracts
a) Basis of preparation
The financial statements have been prepared on a going concern basis in accordance with the accounting policies set out below. These are based on the International Financial Reporting Standards ("IFRS") issued in accordance with the Companies Act 2006 applicable to those companies reporting under IFRS as adopted by the European Union ("EU").
The financial statements are presented in pounds sterling (£), which is also the functional currency of the parent company, and under the historical cost convention.
b) Basis of consolidation
The Group financial statements consolidate those of the Company and its subsidiary undertakings (see note 18) drawn up to 30 June 2020. A subsidiary is a company controlled directly by the Group and all of the subsidiaries are 100% owned by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
The Group has utilised the exemption (within IFRS 1) not to apply IFRS to pre-transition business combinations. All other subsidiaries are accounted for using the acquisition method.
c) Going concern
The financial statements have been prepared on a going concern basis, which the directors believe to be appropriate for the following reasons:
The Group meets its day-to-day working capital requirements through its cash balances and trading receipts. Cash balances for the group were £4.30 million at the 30 June 2020. The Group also has undrawn banking facilities of £1.25 million.
The directors have considered financial forecasts for the coming year through to the end of September 2021. As part of these considerations, the directors reviewed information provided by the management team such as the new contract sales forecast, the Group current sales pipeline and the likely demand for our services and any likely impact from the COVID 19 pandemic. The Board also reviewed other risks within the business that could impact the group's performance, such as insufficient numbers of employees to ensure the company can deliver on its contractual obligations or growth opportunities, as it continues to grow.
The directors reviewed a range of reasonably possible sensitivities in relation to the future business performance, as detailed in the forecasts, and the resulting demands on the cash and debt resources detailed above.
The Board also looked at some more severe possibilities, where new sales are much lower than presented in the forecast models following a prolonged down due to the COVID 19 pandemic. The executive team detailed what actions and mitigations the business could take in these circumstances to ensure the business could continue to trade into the foreseeable future.
Based on these reviews, the directors have concluded that the group will be able to meet its' obligations as they fall due for the foreseeable future (and in any event for no less than 12 months from the date of approval of these financial statements) and accordingly have elected to prepare the financial statements on a going concern basis.
The Directors recognise that during the forthcoming year the Group is expected to remain loss making on a month-to-month basis, albeit with an improving trend. The directors will review, on a regular basis, the actual results achieved against the planned forecasts. Some of the planned expenditure assumptions in the current forecast remain discretionary and as a result the directors can delay such expenditure to further ensure the Group is able to meet its day-to- day financial working capital needs.
d) Revenue
Revenue represents the fair value of the sale of goods and services and after eliminating sales within the Group and excluding value added tax or overseas sales taxes. The following summarises the method of recognising revenue for the solutions and products delivered by the Group.
(i) PCI compliance solutions and hosted telephony services
Following the implementation of IFRS 15: Revenue from Contracts with Customers with effect from 1 July 2018 the revenue recognition is more complex and involves calculation schedules and can be judgemental. Revenue relating to monthly licence fees or usage generated in the period will be recognised in the month they relate to once the economic benefit of the contract has passed to the customer. The economic benefit is normally deemed to have passed when the contract either goes live or where the customer takes over the solution for user acceptance testing.
Revenue for set-up and cloud provision fees will be deferred and will be recognised evenly over the estimated term of the contract, having accounted for the automatic auto-renewal of our contracts, up to a maximum of four years, starting the month following from the date of signature of the underlying contract. The payment profile for such contracts typically include payment for set-up fees at the point of signature of the contract, but for revenue recognition purposes, this is deemed to be an integral part of the wider contract rather than a separate performance obligation.
Revenue for all other professional services and installation fees will be deferred and will be recognised evenly over the estimated term of the contract, having accounted for the automatic auto-renewal of our contracts, up to a maximum of four years, starting in the month following the hand over to the client for user acceptance testing.
(ii) Third party equipment sales
Where the contract involves the sale of third-party equipment that could be acquired and supplied by other parties to the client the revenues and costs relating to this will continue to be released in full to the Statement of Comprehensive Income at the time the installation is complete.
e) Deferred Costs
Under IFRS 15 costs directly attributable to the delivery and implementation of the revenue contracts, such as commissions and third party costs, will be deferred and will be recognised in the statement of comprehensive income over the length of the contract.
Costs directly attributable to the delivery of the PCI Compliance solutions and hosted telephony services will be capitalised as 'costs to fulfil a contract' and released over the estimated term of the contract, having accounted for the automatic auto-renewal of our contracts, up to a maximum of four years, starting the month following from the date of signature of the underlying contract.
Costs relating to commission costs paid to employees for winning the contract will be capitalised as 'direct costs to fulfil a contract' at the date the commissions payments become due and will be released in monthly increments over the estimated economic length of the contract starting the month following the date the cost is capitalised.
f) Intangible assets
Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is incurred.
Development costs incurred are capitalised when all the following conditions are satisfied:
· completion of the intangible asset is technically feasible so that it will be available for use or sale
· the Group intends to complete the intangible asset
· the Group is able to use or sell the intangible asset
· the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits
· there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset
· the expenditure attributable to the intangible asset during the development can be measured reliably
The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include development engineer's salary and on-costs incurred on software development. The cost of internally generated software developments are recognised as intangible assets and are subsequently measured in the same way as externally acquired software. However, until completion of the development project, the assets are subject to impairment testing only.
The Directors have reviewed the development costs relating to the new AWS platform and are satisfied that the costs identified meet the tests identified by IAS 38 detailed above. Specifically, the initial platform was launched in October 2017 and has been successfully sold in Europe, North America and Australia, with further sales expected, as detailed in the Chief Executives' statement. The directors expect that the AWS platform will continue to be developed, as more functionality is added, and as a result the it is expecting to continue to capitalise the development costs (which are primarily labour costs) into the future.
Amortisation commences upon completion of the asset and is shown within administrative expenses in the statement of comprehensive income. Amortisation is calculated to write down the cost less estimated residual value of all intangible assets by equal annual instalments over their expected useful lives. The rates generally applicable are:
· Development costs 20% to 33%
Software licences
The cost of perpetual software licences acquired are stated at cost, net of amortisation and any provision for impairment.
· Software licences 20% to 30%
g) Land, building, plant and equipment
Land, buildings, plant and equipment are stated at cost, net of depreciation and any provision for impairment.
Disposal of assets
The gain or loss arising on disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.
Depreciation
Depreciation is calculated to write down the cost less estimated residual value of all plant and equipment assets by equal annual instalments over their expected useful lives. The rates generally applicable are:
| · Land |
not depreciated |
|
| · Buildings |
2% |
|
| · Fixtures and fittings |
20% to |
50% |
| · Right to use asset |
Length of contract |
|
| · Plant |
20% to |
50% |
| · Computer equipment |
33% |
|
Material residual value estimates are updated as required, but at least annually.
h) Leases
From 1 July 2019, each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the lease asset is available for use by the Group. Interest expense is charged to the consolidated income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs and restoration costs. Where leases include an element of variable lease payment or the option to extend the lease at the end of the initial term, each lease is reviewed, and a decision is made on the likely term of the lease.
Payments associated with short-term leases and leases of low value assets are recognised on a straight-line basis as an expense in the consolidated income statement.
i) Impairment testing of other intangible assets, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows ("cash-generating units"). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
Intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less cost to sell, and value in use based on an internal discounted cash flow evaluation. Any impairment loss is first applied to write down goodwill to nil and then is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised no longer exists.
j) Equity-based and share-based payment transactions
The Company's share option schemes allow employees to acquire shares in PCI-PAL PLC to be settled in equity. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity in the Company accounts. The fair value is measured at grant date and spread over the period during which the employees will be entitled to the options. The fair value of the options granted is measured using either the Black-Scholes option valuation model or the Monte Carlo option pricing model, whichever is appropriate for the type of options issued. The valuations consider the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest.
k) Taxation
Current tax is the tax payable based on the loss for the year, accounted for at the rates enacted at 30 June 2020.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or accounting profit. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, accounted for at the rates enacted at 30 June 2020, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the year end.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited to other comprehensive income or directly to equity in which case the related tax charge is also charged or credited directly to other comprehensive income or equity.
l) Dividends
Dividend distributions payable to equity shareholders are included in "other short term financial liabilities" when the dividends are approved in general meeting prior to the year end. Interim dividends are recognised when paid.
m) Financial assets and liabilities
The Group's financial assets comprise cash and trade and other receivables, which under IAS 39 are classed as "loans and receivables". Financial assets are recognised on inception at fair value plus transaction costs. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in in the year.
Trade receivables are reviewed at inception under an expected credit loss model, and then subsequently for further indicators of impairment, and a provision, if required, is determined as the difference between the assets' carrying amount and the present value of estimated future cash flows.
The Group has a number of financial liabilities including trade and other payables and bank borrowings. These are classed as "financial liabilities measured at amortised cost" in IAS 39. These financial liabilities are carried on inception at fair value net of transaction costs and are thereafter carried at amortised cost under the effective interest method.
n) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term highly liquid investments with maturities of three months or less from inception that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
o) Equity
Equity comprises the following:
· "Share capital" represents the nominal value of equity shares. The shares have attached to them voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
· "Share premium" represents the difference between the nominal and issued share price after accounting for the costs of issuing the shares
· "Other reserves" represents the net amortisation charge for the Company's share options
scheme
· "Profit and loss account" represent retained profits or losses generated by the Group
· "currency reserves" represents exchange differences arising from the translation of assets and liabilities of foreign operations
p) Contribution to defined contribution pension schemes
The pension costs charged against profits represent the amount of the contributions payable to the schemes in respect of the accounting period.
q) Foreign currencies
Transactions in foreign currencies are translated into Sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the year end.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the statement of comprehensive income in the period in which they arise.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group's presentational currency, Sterling, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at the exchange rate applicable at the date of the transactions. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income. Exchange differences arising in respect of the retranslation of the opening net investment in overseas subsidiaries are accumulated in the currency reserve.
r) Significant judgements and estimates
Capitalised development expenditure
The Group makes estimates concerning the future in assessing the carrying amounts of capitalised development costs. To substantiate the carrying amount the directors have applied the criteria of IAS 38 and considered the future economic benefit likely as a result of the investment.
Careful judgement by the directors is applied when deciding whether the recognition requirements for development costs have been met. Judgement factors include: the current sales of the new AWS platform; future demand; and the resource necessary to finalise the development over the next few years. This is necessary as the economic success of any product development is uncertain and may be subject to future technical problems at the time of recognition. Judgements are based on the information available at each balance sheet date. In addition, all internal activities related to the research and development of new software products are continuously monitored by the directors.
Contract revenue and direct costs
The Group has adopted IFRS 15. A key related judgement is whether fees relating to the establishment of a contract constitute a separate performance obligation (see Note 4d above). Having determined that such fees are not a separate performance obligation, a key estimate is the period over which such fees are recognised as revenue. The directors have judged that such revenue will be deferred into deferred revenue and held in the Statement of Financial Position and will be released to the Statement of Comprehensive Income over the estimated term of the contract.
That term is estimated as:
- for contracts with defined termination dates, revenue will be recognised over the period to the termination date
- for rolling contracts with renewal clauses, revenue will be recognised over the maximum of 4 years, representing the directors' current best estimate of a minimum contract term.
Associated direct costs such as commission costs directly linked to individual contracts will be assessed and will also be deferred over the same period.
Deferred tax
The calculation of the deferred tax asset involved the estimation of future taxable profits. In the year ended 30 June 2019, the directors assessed the carrying value of the deferred tax asset and decided not to recognise the asset, as the utilisation of the assets was unlikely in the near future. The directors have reached the same conclusion for this accounting period and so no asset has been recognised.
Leases & adoption of IFRS 16
The Group has adopted IFRS 16: Leases using the modified retrospective approach from 1 July 2019 and has not restated the comparatives for the reporting period to 30 June 2019 as allowed under the transitional provisions in the standard.
The only operating lease within the Group relates to its properties in Ipswich. These leases do not have an implied interest rate and so the management have used a rate of 12% as the discount rate to calculate the lease liabilities for each of the leases. This rate was obtained using the underlying rate of interest applied to our bank loan facilities.
Impairment of investments in subsidiaries (Company only)
The Company has intercompany receivables of £13.66 million. The management have reviewed these intercompany loans and have concluded that, given the strong growth and future prospects of the relevant subsidiaries, there is no impairment required.
Share based payments
The fair value of share-based payments is estimated using the methods detailed in note 19 and using certain assumptions. The key assumptions around volatility, expected life and the risk free rate of return are based on historic volatility over previous periods, the managements judgement of the average expected period to exercise, and the yield on the UK 5-year gilt at the date of issuance.
| 5. LOSS BEFORE TAXATION
The loss on ordinary activities is stated after: |
|
|
|
|
2020 £000s |
2019 £000s |
| Disclosure of the audit and non-audit fees |
|
|
| Fees payable to the Group's auditors for: The audit of Company's accounts |
27 |
20 |
| The audit of the Company's subsidiaries pursuant to legislation |
15 |
12 |
| Fees payable to the Group's auditors for other services |
|
|
| Audit related assurance services |
- |
- |
| Tax - compliance services |
6 |
6 |
| Tax - advisory services |
9 |
12 |
| Depreciation and amortisation - charged in administrative expenses |
|
|
| Right of use assets, equipment and fixtures |
82 |
53 |
| Intangible assets |
462 |
191 |
| Rents payable |
64 |
148 |
| Principal element of lease payments |
35 |
- |
| Amortisation of share-based payments |
108 |
82 |
| Foreign exchange gain |
15 |
89 |
|
6. FINANCE INCOME |
|
|
|
|
2020 |
2019 |
|
|
£000s |
£000s |
|
|
|
|
| Unwind of loan note receivable discount |
- |
181 |
| Bank interest receivable |
1 |
- |
|
|
1 |
181 |
|
|
|
|
|
7. FINANCE EXPENDITURE |
|
|
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Interest on bank borrowings |
126 |
- |
| Other |
14 |
8 |
|
|
140 |
8 |
Staff costs of the Group, including the directors who are considered to be part of the key management personnel, paid during the year were as follows.
|
|
2020 £000s |
2019 £000s |
| Wages and salaries |
4,712 |
3,648 |
| Social security costs |
474 |
425 |
| Other pension costs |
82 |
74 |
|
|
|
|
|
|
5,268 |
4,147 |
|
|
2020 |
2019 |
|
|
Heads |
Heads |
| Average number of employees during the year |
54 |
45 |
|
Remuneration in respect of directors was as follows: |
|
|
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Emoluments |
523 |
543 |
| Bonus |
103 |
24 |
| Pension contributions to money purchase pension schemes |
27 |
29 |
| Employer's National insurance and US Federal Taxes |
84 |
65 |
|
|
737 |
661 |
During the year 4 (2019: 4) directors participated in money purchase pension schemes.
The Board consider the board of directors to be the key management for the Group. The amounts set out above include remuneration in respect of the highest paid director as follows:
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Emoluments |
140 |
157 |
| Bonus/commission |
49 |
24 |
| Pension contributions to money purchase pension schemes |
13 |
14 |
A detailed breakdown of the Directors' Emoluments, in line with the AIM rules, appears in the Directors' Report.
PCI-PAL PLC operates one business sector: the service of providing data secure payment card authorisations for call centre operations and this is delivered on a regional basis. The Group manages its operations by reference to geographic segments, which are reported on below:
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 assets comprise items such as cash and cash equivalents, taxation and borrowings. All liabilities, other than the bank loan, are unallocated. Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one period.
|
2020 |
PCI Pal EMEA £000s |
PCI Pal North America £000s |
Central £000s |
Total £000s |
| Revenue |
3,894 |
502 |
- |
4,396 |
| Cost of Sales |
(1,303) |
(50) |
- |
(1,353) |
| Gross Profit |
2,591 |
452 |
- |
3,043 |
|
|
67% |
90% |
|
69% |
|
|
|
|
|
|
| Administration Expenses |
(3,921) |
(2,533) |
(800) |
(7,254) |
| Loss from Operating Activities |
(1,330) |
(2,081) |
(800) |
(4,211) |
|
|
|
|
|
|
| Finance income |
- |
- |
1 |
1 |
| Finance costs |
(16) |
(8) |
(116) |
(140) |
| Loss before tax |
(1,346) |
(2,089) |
(915) |
(4,350) |
|
Segment assets |
3,860 |
4,313 |
1,081 |
9,254 |
|
Segment liabilities |
(3,848) |
(2,127) |
(1,367) |
(7,342) |
| Other segment items: |
|
|
|
|
| Capital Expenditure - Equipment, Fixtures & Licences |
329 |
- |
- |
329 |
| Capital Expenditure - Capitalised Development |
826 |
178 |
- |
1,004 |
| Depreciation - Equipment, Fixtures & Licences |
111 |
- |
- |
111 |
| Depreciation - Capitalised Development |
417 |
16 |
- |
433 |
|
2019 |
PCI Pal EMEA £000s |
PCI Pal North America £000s |
Central £000s |
Total £000s |
| Revenue |
2,721 |
96 |
- |
2,817 |
| Cost of Sales |
(1,119) |
- |
- |
(1,119) |
| Gross Profit |
1,602 |
96 |
- |
1,698 |
|
|
59% |
100% |
|
60% |
|
|
|
|
|
|
| Administration Expenses |
(2,754) |
(2,680) |
(939) |
(6,373) |
| Loss from Operating Activities |
(1,152) |
(2,584) |
(939) |
(4,675) |
|
|
|
|
|
|
| Finance income |
- |
- |
181 |
181 |
| Finance costs |
(3) |
(5) |
- |
(8) |
| Loss before tax |
(1,155) |
(2,589) |
(758) |
(4,502) |
|
Segment assets |
3,142 |
537 |
1,183 |
4,862 |
|
Segment liabilities |
(2,779) |
(566) |
(115) |
(3,447) |
| Other segment items: |
|
|
|
|
| Capital Expenditure - Equipment, Fixtures & Licences |
27 |
- |
- |
27 |
| Capital Expenditure - Capitalised Development |
647 |
- |
- |
647 |
| Depreciation - Equipment, Fixtures & Licences |
53 |
- |
- |
53 |
| Depreciation - Capitalised Development |
191 |
- |
- |
191 |
Revenue can be split by location of customers as follows:
|
|
2020 £000s |
2019 £000s |
| PCI - PAL division |
|
|
| United Kingdom and European Union |
3,764 |
2,610 |
| North America |
433 |
90 |
| Asia Pacific |
69 |
6 |
| Middle East |
130 |
111 |
| Continuing Operations |
4,396 |
2,817 |
All non-current assets are located in the United Kingdom and the largest customer accounted for 18% of the revenue of the Group
The calculation of the earnings per share is based on the loss after taxation added to reserves divided by the weighted average number of ordinary shares in issue during the relevant period as adjusted for treasury shares. Details of potential share options are disclosed in note 19.
30 June 30 June
2020 2019
| Loss after taxation added to reserves |
(£4,129,000) |
(£4,366,000) |
| Basic weighted average number of ordinary shares in issue during the period |
46,720,616 |
42,386,720 |
| Diluted weighted average number of ordinary shares in issue during the period |
51,687,283 |
47,083,804 |
| Basic and diluted earnings per share |
(8.84) p |
(10.30) p |
There are no separate diluted earnings per share calculations shown as it is considered to be anti-dilutive.
11. TAXATION
|
|
2020 £000s |
2019 £000s |
| Analysis of charge in the year |
|
|
| Current tax: |
|
|
| In respect of the year: |
|
|
| UK Corporation tax based on the results for the year at 19% (2019: 19%) |
- |
- |
| R & D Tax credit received |
220 |
136 |
| Total current tax credited |
220 |
136 |
| Movement on recognition of tax losses |
- |
- |
| Total deferred tax charged |
- |
- |
| Credit |
220 |
136 |
Factors affecting current tax charge
The tax assessed on the loss on ordinary activities for the year was lower than the standard rate of corporation tax in the UK of 19% (2019: 19%) and in the United States of 21% (2019: 21%)
|
|
2020 £000s |
2019 £000s |
| Loss on ordinary activities before tax |
(4,350) |
(4,502) |
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK & US of 19.96% (2019: 20.14%) |
(868) |
(907) |
| Expenses not deductible for tax purposes |
1 |
1 |
| Depreciation (less than)/in excess of capital allowances for the year |
60 |
28 |
| Utilisation of tax losses |
- |
- |
| Unrelieved tax losses |
807 |
883 |
| Other |
- |
(5) |
| Movement on deferred tax timing differences |
- |
- |
| R&D Tax Credit received |
221 |
136 |
| Prior year adjustment |
- |
- |
| Total tax credited for the year |
221 |
136 |
The Group has unrecognised tax losses carried forward of £13.69 million (2019: £9.42 million).
The R&D tax credit received in FY 2020 is in respect to the trading in FY 2018. No credit has been recognised in relation to the financial years 2019 or 2020 which are pending submission to HMRC.
| 12. INTANGIBLE ASSETS
2020 |
SIP, RTP and SBC licences £000s |
Capitalised Development £000s |
Total £000s |
Cost:
| At 1 July 2019 |
83 |
1,515 |
1,598 |
| Additions |
297 |
1,004 |
1,301 |
| Disposals |
- |
- |
- |
| At 30 June 2020 |
379 |
2,519 |
2,898 |
| Depreciation (included within administrative expenses): |
|
|
|
| At 1 July 2019 |
8 |
290 |
298 |
| Charge for the year |
29 |
433 |
462 |
| Disposals |
- |
- |
- |
| At 30 June 2020 |
37 |
723 |
760 |
| Net book amount at 30 June 2020 |
343 |
1,796 |
2,139 |
|
|
SIP, RTP |
|
|
| 2019 |
and SBC |
Capitalised |
|
|
|
Licences |
Development |
Total |
|
|
£000s |
£000s |
£000s |
| At 1 July 2018 |
- |
951 |
951 |
| Additions |
83 |
564 |
647 |
| Disposals |
- |
- |
- |
| At 30 June 2019 |
83 |
1,515 |
1,598 |
| Depreciation (included within administrative expenses): |
|
|
|
| At 1 July 2018 |
- |
107 |
107 |
| Charge for the year |
8 |
183 |
191 |
| Disposals |
- |
- |
- |
| At 30 June 2019 |
8 |
290 |
298 |
| Net book amount at 30 June 2019 |
75 |
1,225 |
1,300 |
| 13. PLANT AND EQUIPMENT
2020
|
Right of use Asset £000s |
Fixtures and Fittings £000s |
Computer Equipment £000s |
Total £000s |
Cost:
| At 1 July 2019 |
- |
22 |
226 |
248 |
| On adoption of IFRS 16 |
82 |
- |
- |
82 |
| Additions |
- |
- |
32 |
32 |
| Disposals |
- |
- |
- |
- |
| At 30 June 2020 |
82 |
22 |
258 |
362 |
| Depreciation (included within administrative expenses): |
|
|
|
|
| At 1 July 2019 |
- |
10 |
167 |
177 |
| Charge for the year |
35 |
4 |
43 |
82 |
| Disposals |
- |
- |
- |
- |
| At 30 June 2020 |
35 |
14 |
210 |
259 |
| Net book amount at 30 June 2020 |
47 |
8 |
48 |
103 |
|
|
Right |
Fixtures |
|
|
| 2019 |
of use |
and |
Computer |
|
|
|
Asset |
Fittings |
Equipment |
Total |
|
|
£000s |
£000s |
£000s |
£000s |
| At 1 July 2018 |
- |
22 |
199 |
221 |
| Additions |
- |
- |
27 |
27 |
| Disposals |
- |
- |
- |
- |
| At 30 June 2019 |
- |
22 |
226 |
248 |
| Depreciation (included within administrative expenses): |
|
|
|
|
| At 1 July 2018 |
- |
6 |
118 |
124 |
| Charge for the year |
- |
4 |
49 |
53 |
| Disposals |
- |
- |
- |
- |
| At 30 June 2019 |
- |
10 |
167 |
177 |
| Net book amount at 30 June 2019 |
- |
12 |
59 |
71 |
On the 1st July 2019 the Group adopted IFRS 16: Leases. At the time of the adoption the Group only held one operating lease for its office buildings in Ipswich.
Following the change in the accounting policy the following items were created in the balance sheet.
- Right to use asset - increase by £82,000
- Lease liability - increase by £82,000
The net impact on retained earnings on 1 July 2019 was £nil, and there were no other adjustments required on the balance sheet.
The total cash outflow for leases in the year was £45,000, made up of the principal lease payments of £35,000 and lease interest payments of £10,000.
There were no additions to right-of-use assets acquired in the year.
| 14. TRADE AND OTHER RECEIVABLES |
|
|
| Due within one year |
2020 £000s |
2019 £000s |
| Trade receivables |
1,263 |
1,057 |
| Accrued income |
60 |
35 |
| Other receivables |
468 |
398 |
| Prepayments and accrued income |
552 |
302 |
| Trade and other receivables due within one year |
2,343 |
1,792 |
|
|
|
|
| Due after more than one year |
2020 £000s |
2019 £000s |
| Other receivables |
368 |
207 |
| Trade and other receivables due after one year |
368 |
207 |
All amounts are considered to be approximately equal to the carrying value. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above.
Trade receivables are reviewed at inception under an expected credit loss model, and then subsequently for further indicators of impairment, and a provision has been recorded as follows:
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Opening provision |
8 |
8 |
| Credited to income |
(7) |
- |
| Closing provision at 30 June |
1 |
8 |
All of the impaired trade receivables are past due at the reporting dates. In addition, some of the non-impaired trade receivables are past due at the reporting date:
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| 0-30 days past due |
103 |
118 |
| 30-60 days past due |
4 |
19 |
| Over 60 days past due |
36 |
140 |
|
|
143 |
277 |
Amounts which are not impaired, whether past due or not, are considered to be recoverable at their carrying value. Factors taken into consideration are past experience of collecting debts from those customers, plus evidence of post year end collection.
| 15. CURRENT LIABILITIES |
|
|
|
|
2020 £000s |
2019 £000s |
| Trade payables |
675 |
491 |
| Social security and other taxes |
242 |
97 |
| Deferred Income |
3,674 |
1,787 |
| Right of use lease |
32 |
- |
| Accruals |
571 |
406 |
|
Trade and other payables |
5,194 |
2,781 |
| Bank Loan (note 16) |
545 |
- |
| Total current liabilities due within one year |
5,739 |
2,781 |
The deferred income figure above includes amounts relating to contracts where the annual licence fee has been invoiced in advance but have not reached a stage where the revenue is being recognised and so is treated as all due in less than one year for reporting purposes.
| 16. NON-CURRENT |
|
|
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Deferred Income |
859 |
666 |
| Right of use lease |
16 |
- |
| Bank loans |
728 |
- |
| Total non-current liabilities due after one year |
1,603 |
666 |
| Borrowings |
|
|
| Bank loans are repayable as follows: |
|
|
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Within one year |
545 |
- |
| After one year and within two years |
545 |
- |
| After two years and within five years |
183 |
- |
| Over five years |
- |
- |
|
|
1,273 |
- |
P = (A x B) - C
and where:
A = the Phantom Shares Number - the Phantom Shares Value divided by the fair market value of one ordinary share, calculated using the average of the closing share price in the previous five days immediately prior to the date of the facility letter;
B = the fair market value of one ordinary share at the time of the exit fee event; and
C = the Phantom Shares Value, which is £206,250.
An Exit Fee Event is where there is:
(a) a sale or other disposition of all or substantially all of the assets in the Company in whatever form (whether in a single transaction or multiple related transactions); or
(b) an acquisition of shares in the Company by a person (and any persons acting in concert with that person) that results in that person (together with any such persons acting in concert) acquiring a controlling interest in the Company; or
(c) a reorganisation, consolidation or merger of the Company (whether in a single transaction or multiple related transactions) where shareholders before the transaction(s) directly or indirectly beneficially own issued voting securities of the surviving entity after the transaction(s) together carrying the right to cast 50% or less of the votes capable of being cast at general meetings of the surviving entity; or
(d) a distribution or other transfer of assets to the shareholders of the Company in connection with the liquidation of the Company; or
(e) a refinancing of the Facility with a bank or debt lender (other than the Bank) within thirty six months of the date of the Facility Agreement, provided that the outstanding balance of the Facility prior to the date of such refinancing is equal to or greater than £500,000
As at 30 June 2020 £1.25 million of the facility remains undrawn.
Deferred taxation is calculated at a rate of 19% (2019: 17%) in the UK and 21% (2019: 21%) in the US
|
|
Tax losses £000s |
Total £000s |
| Opening balance at 1 July 2018 |
- |
- |
| (Charged)/credited through the statement of comprehensive income in the year |
- |
- |
| At 30 June 2019 |
- |
- |
| Charged through the statement of comprehensive income in the year |
- |
- |
| At 30 June 2020 |
- |
- |
|
|
2020 |
2019 |
|
|
£000s |
£000s |
| Unprovided deferred tax assets |
|
|
| Accelerated capital allowances |
- |
- |
| Trading losses |
2,600 |
1,602 |
|
|
2,600 |
1,602 |
The unprovided deferred tax assets are calculated at an average rate of 19.67% (2019: 17.0%).
At 30 June 2020, the Group included the following subsidiary undertakings, which are included in the consolidated accounts:
|
Name |
Country of Incorporation |
Class of share capital held |
Proportion held |
Nature of business |
|
PCI-PAL (U.K.) Limited |
England |
Ordinary |
100% |
Payment Card Industry software services provider |
|
IP3 Telecom Limited |
England |
Ordinary |
100% |
Dormant |
|
The Number Experts Limited |
England |
Ordinary |
100% |
Dormant |
|
PCI PAL (US) Inc |
United States of America |
Ordinary |
100% |
Payment Card Industry software services provider |
|
PCI PAL (AUS) Pty Ltd |
Australia |
Ordinary |
100% |
Dormant |
| 19. SHARE CAPITAL |
|
|
|
|
| Group |
2020 |
2020 |
2019 |
2019 |
|
|
Number |
£000s |
Number |
£000s |
| Authorised: |
|
|
|
|
| Ordinary shares of 1 pence each |
100,000,000 |
1,000 |
100,000,000 |
1,000 |
| Allotted called up and fully paid: |
|
|
|
|
| Ordinary shares of 1 pence each |
59,387,845 |
594 |
42,721,178 |
427 |
On 17 April 2020 the company placed 16,666,667 ordinary shares of 1 pence with various institutional investors, priced at 30 pence per share. The placing raised a gross amount of £5.00 million before expenses. The new shares represent approximately 28.14% of the Company's enlarged issued ordinary share capital (excluding those held as treasury shares).
The Group owns 167,229 (2016: 167,229) shares and these are held as Treasury Shares.
During the year, the share price fluctuated between 50.5 pence and 26.0 pence and closed at 40.0 on 30 June 2020.
The Company operates an Employee Share Option Scheme. The share options granted under the scheme are subject to performance criteria and generally have a life of 10 years. The grant price is normally taken with reference to the closing quotation price as derived from the Daily Official List of the London Stock Exchange, however, the remuneration will adjust the grant price if it deems there are extraordinary circumstances to justify doing so.
The performance criteria are set by the remuneration committee. The grants are individually assessed with regard to the location of the employee and generally have one of the following performance criteria:
1: 50% of the options will vest if the share price of the Company as measured on the London Stock Exchange trades above the share price at the date of grant, for a continuous 30 day period; 25% or the options will vest if the share price of the Company trade 50% above the share price of the Company at the date of Grant for a continuous 30 day period; and the remaining 25% will vest if the share price of the Company trades 100% above the share price of the Company at the date of Grant for a continuous 30 day period. The options cannot be exercised for a three year period from the date of Grant. or;
2: The number of options granted will vest equally over a four year period in monthly tranches with the earliest exercise date being 12 months from the date of issue of the option
All options will lapse after a maximum ten-year period if they have not been exercised.
The following options grants have been made and are valued using the Monte Carlo Pricing model with the following assumptions:
| Date of Grant |
25-May-17 |
12-Nov-18 |
10-May-19 |
13-Jun-19 |
08-Jul-19 |
08-Jul-19 |
08-Jul-19 |
08-Jul-19 |
25-Jul-19 |
Total |
| Exercise Price |
33.0 pence |
26.5 pence |
22.0 pence |
28.5 pence |
28.5 pence |
26.5 pence |
19.0 pence |
23.0 pence |
19.0 pence |
|
| Price at date of grant |
44.0 pence |
26.5 pence |
22.0 pence |
28.5 pence |
30.0 pence |
30.0 pence |
30.0 pence |
30.0 pence |
33.0 pence |
|
| Estimated time to Maturity |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
|
| Expected Dividend yield |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
|
| Risk Free Rate |
0.57% |
1.00% |
0.87% |
0.62% |
0.59% |
0.59% |
0.59% |
0.59% |
0.59% |
|
| No Steps used in calculation |
10 |
10 |
10 |
10 |
10 |
10 |
10 |
10 |
10 |
|
| No of simulations used in calculation |
100,000 |
100,000 |
100,000 |
100,000 |
100,000 |
100,000 |
100,000 |
100,000 |
100,000 |
|
| Fair value of Option |
14.11 pence |
14.23 pence |
14.23 pence |
14.30 pence |
14.18 pence |
14.23 pence |
14.25 pence |
14.21 pence |
14.25 pence |
|
| Weighted average life in years |
1.91 years |
4.25 years |
4.75 years |
4.83 years |
4.92 years |
4.92 years |
4.92 years |
4.92 years |
4.92 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
| # option shares issued at grant |
3,065,000 |
225,000 |
145,000 |
525,000 |
105,000 |
145,000 |
145,000 |
145,000 |
525,000 |
5,025,000 |
| # option shares lapsed |
-780,000 |
-125,000 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
-905,000 |
| # option shares outstanding as at 30 June 2020 |
2,285,000 |
100,000 |
145,000 |
525,000 |
105,000 |
145,000 |
145,000 |
145,000 |
525,000 |
4,120,000 |
| # option shares exercisable as at 30 June 2020 |
1,142,500 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
1,142,500 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total charge for year |
£52,704 |
£2,856 |
£4,141 |
£15,064 |
£5,982 |
£3,212 |
£559 |
£2,928 |
£7,992 |
£95,438 |
| Total cumulative charge as at 30 June 2020 |
£199,822 |
£4,658 |
£4,729 |
£15,805 |
£11,897 |
£5,285 |
£841 |
£3,942 |
£12,211 |
£259,189 |
The fair value of these options has been calculated on an issue by issue basis and £95,438 (2019: £68,635) has been charged to the statement of comprehensive income account for this financial year.
The following options have been valued using a Black Scholes Pricing model with the following assumptions:
| Date of Grant |
28-Jun-17 |
04-Oct-17 |
12-Jul-18 |
12-Jul-18 |
12-Nov-18 |
12-Nov-18 |
07-Jan-19 |
27-Feb-19 |
|
Total |
| Exercise Price |
41.5 pence |
44.5 pence |
28.5 pence |
28.5 pence |
26.5 pence |
26.0 pence |
18.4 pence |
23.0 pence |
|
|
| Price at date of grant |
41.5 pence |
44.5 pence |
28.5 pence |
28.5 pence |
26.5 pence |
26.0 pence |
18.4 pence |
23.0 pence |
|
|
| Estimated time to Maturity |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
5 years |
|
|
| Expected Dividend yield |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
|
|
| Risk Free Rate |
0.57% |
0.57% |
1.00% |
1.00% |
1.03% |
1.03% |
0.89% |
0.96% |
|
|
| Volatility |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
|
|
| Fair value of Option |
7.8 pence |
8.4 pence |
5.6 pence |
5.6 pence |
5.0 pence |
5.2 pence |
3.6 pence |
4.5 pence |
|
|
| Weighted average life in years |
2.0 years |
2.26 years |
3.03 years |
3.03 years |
3.36 years |
3.36 years |
3.52 years |
3.66 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| # option shares issued at grant |
150,000 |
150,000 |
415,000 |
641,667 |
150,000 |
60,000 |
15,000 |
100,000 |
|
1,681,667 |
| # option shares lapsed |
0 |
0 |
-25,000 |
-550,000 |
0 |
0 |
0 |
0 |
|
-575,000 |
| # option shares outstanding at 30 June 2020 |
150,000 |
150,000 |
390,000 |
91,667 |
150,000 |
60,000 |
15,000 |
100,000 |
|
1,106,667 |
| # option shares exercisable as at 30 June 2020 |
112,500 |
100,000 |
186,875 |
43,924 |
59,375 |
23,750 |
5,313 |
33,333 |
|
565,070 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total charge for year |
£2,114 |
£2,517 |
£4,415 |
£1,038 |
£1,491 |
£622 |
£108 |
£911 |
|
£13,215 |
| Total cumulative charge as at 30 June 2020 |
£7,051 |
£6,901 |
£8,686 |
£2,042 |
£2,432 |
£1,015 |
£160 |
£1,219 |
|
£29,505 |
The fair value of these options has been calculated on an issue by issue basis and £13,215 (2019: £11,839) has been charged to the statement of comprehensive income account for this financial year.
The analysis of the Company's option activity for the financial year is as follows:
|
|
2020 |
|
2019 |
|
|
|
Weighted Average exercise Price |
Number of Options |
Weighted Average exercise price |
Number of Options |
|
|
£ |
|
£ |
|
| Options outstanding at start of year |
0.303 |
5,116,667 |
0.339 |
3,255,000 |
| Options granted during the year |
0.234 |
755,000 |
0.266 |
3,266,667 |
| Options exercised during the year |
|
- |
|
- |
| Options lapsed during the year |
0.254 |
(955,000) |
0.300 |
(1,405,000) |
| Options outstanding at end of year |
0.302 |
4,916,667 |
0.303 |
5,116,667 |
| Options exercisable at the end of year |
|
1,707,570 |
|
131,250 |
The Group uses various financial instruments including cash, trade receivables, trade payables, other payables, loans and leasing that arise directly from its operations. The main purpose of these financial instruments is to maintain adequate finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in detail below. The directors do not consider price risk to be a significant risk. The directors review and agree policies for managing each of these risks, as summarised below, and these remain unchanged from previous years.
The capital structure of the Group consists of debt, cash, loans and equity. The Group's objective when managing capital is to maintain the cash position to protect the future on-going profitable growth which will reflect in shareholder value.
At 30 June 2020, the Group had a closing cash balance of £4,301,000 (2019: £1,492,000) and borrowings of £1,273,000, with a further £1,250,000 available to draw on the loan account.
Financial risk management and objectives
The Group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The directors achieve this by regularly preparing and reviewing forecasts based on the trends shown in the monthly management accounts.
In October 2019, the Group agreed a £2.75 million, 36 month term loan facility with Shawbrook Bank secured over the assets of the business to assist with the working capital requirements of the Group. As at 30 June 2020 £1.25 million of the facility remains available to draw.
In addition, in April 2020 the Group placed 16,666,667 Ordinary shares of 1 pence each with investors raising £5.0 million (£4.57 million net of fees) to provide further working capital and investment funding.
Interest rate risk
The Group has arranged a bank loan with Shawbrook Bank, as detailed in note 16. As at 30 June 2020 the outstanding balance was £1.273 million. Interest is calculated at 9.3% over LIBOR and is paid monthly. The Group does not consider the interest rate risk to be material and so has not entered into any hedging arrangements.
Credit risk
The Group's principal financial assets are cash and trade receivables, with the principal credit risk arising from trade receivables. In order to manage credit risks the Group conducts third party credit reviews on all new clients, takes deposits or advanced payments where this is deemed necessary and where possible collects payment by direct debit, limiting the exposure to a build-up of a large outstanding debt. Concentration of credit risk with respect to trade receivables are limited due to the wide nature of the Group's customer base: The largest customer accounted for 18% of revenues in the financial year, but this is expected to drop to around 10% in the next financial year. Historically, bad debts within the Group are minimal due to the importance of our service to the customer, and this situation is not expecting to change in the future.
Liquidity risk
The Group aims to mitigate liquidity risk by closely monitoring cash generation and expenditure. Cash is monitored daily and forecasts are regularly prepared to ensure that the movements are in line with the directors' strategy.
Foreign currencies and foreign currency risk
During the year exchange gains of £15,100 (2019: £89,400) have arisen and as at the 30 June 2020 the Group held the following foreign currency cash balances:
US Dollar: $350,503 Sterling equivalent: £279,508 (2019: £77,111)
Canadian Dollar: $ 24,772 Sterling equivalent: £ 14,575 (2019: £5)
Australian Dollar: $ 31,933 Sterling equivalent: £ 17,608 (2019: £6,130)
Total Sterling equivalent: £311,691 (2019: £83,246)
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction and monetary assets and liabilities in foreign currencies are translated at the rates ruling at the year end. At present foreign exchange translation is low and therefore hedging and risk management is not deemed necessary as the company trades and spends in the various currencies.
The Group's principal exposure to exchange rate fluctuations arise on the translation of overseas net assets, profits and losses into Sterling, for presentational purposes. The risk is managed by taking the differences that arise on the retranslation of the net overseas investments to the currency reserve. Foreign currency risk on cash balances is monitored through regular forecasting and the Group tries to maintain a minimum level of currency in the accounts so as to meet the short term working capital requirements.
No sensitivity analysis is provided in respect of foreign currency risks as the risk is considered to be moderate.
Financial assets
|
Current financial assets |
Note |
2020 |
2019 |
|
|
|
£000s |
£000s |
| Cash at bank |
|
4,301 |
1,492 |
| Trade receivables - current |
14 |
1,263 |
1,057 |
| Accrued income |
14 |
60 |
35 |
|
|
|
5,624 |
2,584 |
The fair values of the financial assets are considered to be approximately equal to the carrying values.
Financial liabilities
|
Current financial liabilities |
Note |
2020 |
2019 |
|
|
|
£000s |
£000s |
| Trade payables |
15 |
675 |
491 |
| Accruals |
15 |
619 |
406 |
| Bank debt |
16 |
1,273 |
- |
|
|
|
2,567 |
897 |
The fair values of the financial liabilities are considered to be approximately equal to the carrying values.
The Group has no capital commitments at 30 June 2020 or 30 June 2019.
The Group has no contingent assets at 30 June 2020 or 30 June 2019.
In September 2019 the Group entered into a loan agreement with Shawbrook Bank for £2.75 million. As part of this agreement the Group could become subject to an exit fee payment calculated on £206,250 phantom shares. The details of how the exit fee is calculated and the triggers for this payment is detailed in Note 16.
The Group had no contingent liabilities at 30 June 2019.
24. CHANGES IN ACCOUNTING POLICY
The Group has adopted IFRS 16: Leases from 1 July 2019, which has resulted in the new accounting policies set out below
On adoption of the standard there was no adjustment to opening equity and the comparative amounts presented in the Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position have not been restated.
On adoption the Group recognised lease liabilities of £82,000 for leases previously classified as operating leases, measured at the present value of the remaining lease payments using a discount rate of 12%, which is the assumed incremental borrowing rate at the date of adoption. At the same time the Group recognised a right-to-use asset of £82,000. There is, therefore, no overall impact to loss before tax.
During the financial year, prior to becoming a director, Simon Wilson was paid $83,333 in salary and received $6,860 in benefits.
Apart from the director's standard remuneration there were no other transactions with directors in the year to June 2020 or June 2019.
The directors are not proposing a dividend for the financial year (2019: nil pence per share).
There are no subsequent events to report.
Final Results, Analyst Briefing & Investor Pres07:00:0714 Sept 2020Results8178Y