30 June 2023
Glantus Holdings plc
(''Glantus'' or the ''Company'' or the "Group")
Full Year Results
Availability of Annual Report
Glantus (AIM: GLAN), the provider of Accounts Payable ("AP") automation and analytics solutions, is pleased to announce its final results for the twelve months to 31 December 2022 (FY22).
Copies of the Company's full Annual Report and Financial Statements for the period ended 31 December 2022 will today be made available on the Company's website at: https://www.glantus.com/investors/reports-documents.
2022 Summary of Performance
2022 was a challenging year for our company. Integration issues with an acquisition and a downturn in our productivity in the U.S. market while we transitioned our operations to Costa Rica, meant that our run-rate billing had reduced from an expected €1.5m per month to €1m per month. With a cost base structured for a higher revenue than what was being achieved, we were running at a considerable loss. Accordingly, the management team set about adjusting the cost base to align with our run-rate billing. Over the final three months of 2022, we removed €4.2m from our annualised costs and in the first quarter of 2023 we saw the benefits of this work as we returned to profitability.
The company expects to give an H1 trading update in week commencing 24 July 2023.
Financial Summary
€'000 |
FY22 |
FY21 |
YoY Change % |
Revenue including other incomes |
10,493 |
10,740 |
(3%) |
Adjusted EBITDA |
(1,782) |
3,103 |
(157%) |
Adjusted EBITDA % |
(18%) |
29% |
(162%) |
Adjusted operating (loss)/profit |
(4,137) |
1,676 |
(347%) |
Adjusted (loss)/profit before tax |
(5,583) |
709 |
(887%) |
Adjusted basic EPS (cents) |
(4.71) |
9.36 |
(150%) |
Closing cash and cash equivalents |
342 |
2,353 |
(85%) |
Post Year End Highlights and Outlook
· Trading in the new financial year has been ahead of management's expectations (all figures for 2023 below are unaudited):
o Jan - Apr 2023 revenues of c.€4.558m, adjusted EBITDA profit of c.€1.3m
o Momentum has continued with revenues for May 2023 being ahead of budget at €1.1m
o Realignment of cost base in 2022 has delivered much improved adjusted EBITDA so far in 2023
· Successful €1.4m (gross) fundraising through a subscription of new shares in February 2023
· Costa Rica operations now fully functional and delivering growth in our audit revenues and improved margins
Board and Management Changes
o After over five years with Glantus, Gráinne McKeown resigned as Executive Director and Chief Financial Officer on 9 Dec 2022, having made a very valuable contribution to the growth and success of the company
o Thomas Brooke was appointed as a Non-Executive Director on 8 December 2022
o After supporting the Company during a challenging period, Diane Gray-Smith, Executive Director and Interim Chief Financial Officer, stepped down from the Board on 16 May 2023
o Susan O'Connor, who previously worked with Glantus at the time of its IPO, assumed the role of Chief Financial Officer on 16 May 2023
Enquiries: |
|
Glantus Holdings Maurice Healy, CEO |
+ 353 86 267 7800 |
Shore Capital Nominated Advisor and Broker Patrick Castle / Tom Knibbs |
+ 44 207 408 4090 |
Yellow Jersey PR Charles Goodwin / Annabelle Wills |
+44 7747 788 221 |
About Glantus Holdings plc
Glantus Holdings (AIM: GLAN) Glantus is a global provider of accounts payable automation and analytics solutions. Glantus' mission is to harness technology to drive innovation, unlocking efficiencies in AP to maximise working capital for global enterprise organisations. The award-winning Glantus DataShark Platform connects all AP systems and suppliers on one agile platform, eliminating cost and delivering new revenue streams. We work in tandem with our partners to deliver joint enterprise digital transformation solutions. For more information see glantus.com.
Founded in 2014 and headquartered in Dublin, Glantus has offices in the United States, United Kingdom, Poland and Costa Rica.
Chief Executive Statement
The results presented above reflect the tumult in the latter part of 2022. I am extremely proud of the work performed by our executive team during this difficult period. Their professionalism and commitment to the Company and its shareholders brought about a remarkable turnaround in a short timeframe.
I would like to thank my fellow directors, Chairman Barry Townsley, non-executive directors Tom Price and Thomas Brooke, executive director Geoff Keating and former executive directors Gráinne McKeown and Diane Gray-Smith for their invaluable contributions during this period as we steered the Company to firmer ground. Their dedication and commitment have been very much appreciated.
Having overcome the challenges we faced, our teams are committed to supporting our expanding service offering and achieving operational efficiencies, whilst remaining focussed on delivery to our customers and shareholders.
We look forward to the rest of 2023 with renewed energy and confidence.
Strategy
Glantus operates in the very exciting AP market. This market continues to grow and as we leave the Covid pandemic behind and large organisations return to growth, opportunities will continue to open up for Glantus.
Glantus' target customer is any organisation with an annual spend of over $500m and in excess of 4,000 suppliers.
Our technology works by integrating with our clients' ERP systems to discover and recover lost working capital, improve efficiency, minimise errors, measure performance and mitigate risk. Our award-winning Glantus Data Platform is deployed around existing transactional systems to provide a single platform for Accounts Payable transformation with the simple mission of simplifying data to drive constant innovation.
People
In challenging times, we depend even more on our people. I am very proud of all our teams globally, adapting to new ways of doing business and the new technologies we introduced this year.
This is a rapidly changing market and I thank each and every one of our people for their professionalism, enthusiasm and their commitment to making Glantus the leading provider of AP services in the market.
Outlook
Following the restructuring of the business, we have seen significant cost savings through the reduction in headcount and operational infrastructure costs. Paired with our efforts to consolidate operations globally to re-focus on our technology to encourage margins whilst scaling the business has meant trading in the new financial year has been ahead of management's expectations and the business model and strategy provides a strong platform for significant growth.
Beach Point Capital (BPC) has confirmed that its €5m loan to Glantus is now not repayable until August 2024 and €7.35m is repayable in August 2025. The legal paperwork is in process to formalise this extension.
We look forward to 2023 with increased confidence and determination to grow our organisation and provide an exceptional return to our shareholders.
Maurice Healy, CEO
29 June 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
Note |
Year Ended 31 December 2022 € |
Year Ended 31 December 2021 € |
|
|
|
|
Revenue |
4 |
9,798,212 |
10,523,198 |
|
|
|
|
Cost of sales |
|
(3,289,804) |
(2,178,431) |
|
|
|
|
Gross profit |
|
6,508,408 |
8,344,767 |
|
|
|
|
Income from sale of legacy software and contracts |
|
600,000 |
- |
Administrative expenses |
|
(8,985,378) |
(5,458,039) |
Exceptional items |
5 |
(1,339,224) |
(2,947,986) |
Share based payments |
19 |
(56,661) |
(23,512) |
Amortisation |
12 |
(2,211,004) |
(1,229,276) |
Depreciation |
13 |
(144,189) |
(198,266) |
Other income |
7 |
94,625 |
216,740 |
|
|
|
|
Operating Loss |
|
(5,533,423) |
(1,295,572) |
|
|
|
|
Finance costs |
8 |
(1,444,983) |
(967,214) |
|
|
|
|
Loss on ordinary activities before taxation |
9 |
(6,978,406) |
(2,262,786) |
|
|
|
|
Income tax credit/(charge) |
10 |
258,482 |
(22,006) |
|
|
|
|
Loss for the financial year |
|
(6,719,924) |
(2,284,792) |
|
|
|
|
Other comprehensive loss for the year |
|
8,890 |
126,299 |
|
|
|
|
Total comprehensive loss for the year attributable to the owners of the group |
|
(6,711,034) |
(2,158,493) |
|
|
|
|
Loss per share - basic and diluted (cent) |
11 |
(17.76) |
(6.89) |
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
Note |
31 December 2022 € |
31 December 2021 € |
Assets |
|
|
|
Non-current assets |
|
|
|
Intangible assets |
12 |
16,767,710 |
17,508,858 |
Property, plant and equipment |
13 |
335,708 |
240,271 |
|
|
|
|
|
|
17,103,418 |
17,749,129 |
Current assets |
|
|
|
Trade and other receivables |
14 |
4,760,993 |
6,750,691 |
Cash and cash equivalents |
15 |
341,590 |
2,353,130 |
|
|
|
|
|
|
5,102,583 |
9,103,821 |
|
|
|
|
Total assets |
|
22,206,001 |
26,852,950 |
|
|
|
|
Equity and liabilities |
|
|
|
Equity |
|
|
|
Called up share capital presented as equity |
17 |
37,833 |
37,833 |
Share premium |
18 |
12,082,742 |
12,082,742 |
Reorganisation reserve |
18 |
656,060 |
656,060 |
Foreign exchange reserve |
18 |
(34,921) |
(43,811) |
Share option reserve |
18 |
171,173 |
114,512 |
Retained earnings |
18 |
(9,510,799) |
(2,790,875) |
Total equity |
|
3,402,088 |
10,056,461 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
16 |
11,072,652 |
6,268,454 |
|
|
|
|
Non-current liabilities |
|
|
|
Long term liabilities |
16 |
7,731,261 |
10,528,035 |
|
|
|
|
Total liabilities |
|
18,803,913 |
16,796,489 |
|
|
|
|
Total liabilities and equity |
|
22,206,001 |
26,852,950 |
The financial statements were approved and authorised for issue by the board.
____________________________________ ____________________________________
Maurice Healy Geoff Keating
Director Director
29 June 2023 29 June 2023
COMPANY STATEMENT OF FINANCIAL POSITION
|
Note |
31 December 2022 € |
31 December 2021 € |
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Financial assets |
23 |
16,185,275 |
16,093,702 |
|
Property, plant and equipment |
13 |
1,144 |
242 |
|
|
|
|
|
|
|
|
16,186,419 |
16,093,944 |
|
Current assets |
|
|
|
|
Trade and other receivables |
14 |
6,283,583 |
4,708,843 |
|
Cash and cash equivalents |
15 |
82,220 |
584,902 |
|
|
|
|
|
|
|
|
6,365,803 |
5,293,745 |
|
|
|
|
|
|
Total assets |
|
22,552,222 |
21,387,689 |
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
Called up share capital presented as equity |
17 |
37,833 |
37,833 |
|
Share premium |
18 |
12,082,742 |
12,082,742 |
|
Share option reserve |
18 |
171,173 |
114,512 |
|
Retained earnings |
18 |
(4,263,305) |
(2,634,784) |
|
|
|
|
|
|
Total Equity |
|
8,028,443 |
9,600,303 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
16 |
6,873,779 |
1,851,460 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Long term liabilities |
16 |
7,650,000 |
9,935,926 |
|
|
|
|
|
|
Total liabilities |
|
14,523,779 |
11,787,386 |
|
|
|
|
|
|
Total liabilities and equity |
|
22,552,222 |
21,387,689 |
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board.
____________________________________ ____________________________________
Maurice Healy Geoff Keating
Director Director
29 June 2023 29 June 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
Note |
Called up share capital presented as equity |
Share premium account |
Reorganisation reserve |
Foreign exchange reserves arising on translation |
Share option reserve |
Retained earnings |
Total |
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2021 |
|
1,275 |
999,791 |
656,060 |
(170,110) |
91,000 |
(1,480,874) |
97,142 |
|
Share based payment charge |
|
- |
- |
- |
- |
23,512 |
- |
23,512 |
|
Reorgansiation for AIM listing |
18 |
25,000 |
(999,791) |
- |
- |
- |
974,791 |
- |
|
Issue of shares |
18 |
11,558 |
12,082,742 |
- |
- |
- |
- |
12,094,300 |
|
Total comprehensive loss for the year |
|
- |
- |
- |
126,299 |
- |
(2,284,792) |
(2,158,493) |
|
At 31 December 2021 |
|
37,833 |
12,082,742 |
656,060 |
(43,811) |
114,512 |
(2,790,875) |
10,056,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022 |
|
37,833 |
12,082,742 |
656,060 |
(43,811) |
114,512 |
(2,790,875) |
10,056,461 |
|
Share based payment charge |
|
|
|
|
|
56,661 |
|
56,661 |
|
Total comprehensive loss for the year |
|
|
|
|
8,890 |
|
(6,719,924) |
(6,711,034) |
|
At 31 December 2022 |
|
37,833 |
12,082,742 |
656,060 |
(34,921) |
171,173 |
(9,510,799) |
3,402,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital presented as equity |
Share Premium account |
Share Option reserve |
Retained earnings |
Total |
|
|
Note |
€ |
€ |
€ |
€ |
€ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2021 |
|
1,275 |
999,792 |
91,000 |
(1,583,436) |
(491,369) |
|
Share based payment charge |
|
- |
- |
23,512 |
- |
23,512 |
|
Reorganisation for AIM Listing |
18 |
25,000 |
(999,792) |
- |
974,792 |
- |
|
Issue of shares |
18 |
11,558 |
12,082,742 |
- |
- |
12,094,300 |
|
Total comprehensive loss for the period |
|
- |
- |
- |
(2,026,140) |
(2,026,140) |
|
At 31 December 2021 |
|
37,833 |
12,082,742 |
114,512 |
(2,634,784) |
9,600,303 |
|
|
|
|
|
|
|
|
|
At 1 January 2022 |
|
37,833 |
12,082,742 |
114,512 |
(2,634,784) |
9,600,303 |
|
Share based payment charge |
|
|
|
56,661 |
|
56,661 |
|
Total comprehensive loss for the year |
|
|
|
|
(1,628,521) |
(1,628,521) |
|
At 31 December 2022 |
|
37,833 |
12,082,742 |
171,173 |
(4,263,305) |
8,028,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 31 December 2022 € |
Year Ended 31 December 2021 € |
|
Cash flows from operating activities |
|
|
|
Group loss after tax |
(6,719,924) |
(2,284,792) |
|
|
|
|
|
Adjusted for: |
|
|
|
Interest payable |
1,444,983 |
967,214 |
|
R&D tax credit income |
(83,626) |
(72,180) |
|
Income tax expense |
(258,482) |
22,006 |
|
Depreciation |
144,189 |
198,266 |
|
Amortisation |
2,211,004 |
1,229,276 |
|
Movement in trade and other receivables |
1,537,323 |
(2,339,028) |
|
Movement in trade and other payables |
3,111,289 |
1,795,343 |
|
Loss on disposal of tangible assets |
17,855 |
17,180 |
|
Net tax (paid)/received |
- |
(3,852) |
|
R&D refund (paid)/received |
- |
(71,596) |
|
Share-based payment expense |
56,661 |
23,512 |
|
Effects of movement in exchange rates |
8,881 |
126,389 |
|
|
|
|
|
Net cash flows generated from/(used in) operating activities |
1,470,153 |
(392,262) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment |
(257,460) |
(37,405) |
|
Payment for acquisition of subsidiaries, net of cash acquired |
- |
(6,853,315) |
|
Payment of deferred consideration |
(836,833) |
(2,363,482) |
|
Payment for software development asset |
(1,469,859) |
(1,189,195) |
|
|
|
|
|
Net cash used in investing activities |
(2,564,152) |
(10,443,397) |
|
|
|
|
|
Cash flow from financing activities |
|
|
|
Loans received |
1,866,666 |
4,536,666 |
|
Interest payable |
(1,444,983) |
(967,214) |
|
Exceptional costs (including IPO in prior year) |
(1,339,224) |
(2,947,986) |
|
Equity (Proceeds from issue of shares) |
- |
11,613,587 |
|
Equity (IPO costs against share premium) |
- |
(936,985) |
|
|
|
|
|
Net cash generated (used in)/from financing activities |
(917,541) |
11,298,068 |
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
(2,011,540) |
462,409 |
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
2,353,130 |
1,890,721 |
|
|
|
|
|
Cash and cash equivalents at the end of the year |
341,590 |
2,353,130 |
|
COMPANY STATEMENT OF CASH FLOWS
|
31 December 2022 € |
31 December 2021 € |
|
|
Cash flows from operating activities |
|
|
|
|
Company loss after tax |
(1,628,521) |
(2,026,140) |
|
|
|
|
|
|
|
Adjusted for: |
|
|
|
|
Interest payable |
1,188,521 |
937,787 |
|
|
Income tax expense |
- |
2,567 |
|
|
Depreciation |
587 |
241 |
|
|
Movement in trade and other receivables |
4,524 |
(21,940) |
|
|
Movement in trade and other payables |
1,036,181 |
- |
|
|
Loss on disposal of tangible assets |
1,155 |
1,916,680 |
|
|
Share-based payment expense |
56,661 |
23,512 |
|
|
|
|
|
|
|
Net cash flows generated from operating activities |
659,108 |
832,707 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
(2,644) |
- |
|
|
Payment of deferred consideration |
- |
(2,026,685) |
|
|
|
|
|
|
|
Net cash used in investing activities |
(2,644) |
(2,026,685) |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
Amounts (advanced to) group companies |
(1,496,299) |
(11,025,793) |
|
|
Loans received |
1,908,426 |
4,550,000 |
|
|
Interest payable |
(1,188,521) |
(937,787) |
|
|
Exceptional costs (including IPO in prior year) |
(382,752) |
(1,912,031) |
|
|
Equity (Proceeds from issue of shares) |
- |
11,590,075 |
|
|
Equity (IPO costs against share premium) |
- |
(936,985) |
|
|
|
|
|
|
|
Net cash (used in)/generated from financing activities |
(1,159,146) |
1,327,479 |
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
(502,682) |
133,501 |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
584,902 |
451,401 |
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
82,220 |
584,902 |
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Glantus Holdings Plc ("the Company") is a public limited company incorporated in the Republic of Ireland. The registered office is Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24.
The principal activity of the Group is a provider of software as a service ("SaaS") solutions, which assists global corporates analyse, automate and digitise their accounts payable function on its proprietary platform to recover lost working capital. Foreign operations are included in accordance with the policies set out in Note 3.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
Compliance with IFRS, new standards and interpretation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') and interpretations issued by the IFRS Interpretations Committee ('IFRS IC') applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board and as adopted by the EU, and the Companies Act 2014. The consolidated financial statements of the group are presented in Euro ("€").
Under the Companies Act 2014 the company is exempt from the requirement to present its own profit and loss account. The company's loss for the year ended 2022 was €1,628,521 (2021: €2,026,140).
The IFRS accounting policies adopted are consistently applied for the previous financial year.
There are no changes to IFRS which became effective for the company during the financial year which resulted in material changes to the financial statements.
New standards and interpretations
The company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU.
The following new standards or interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) were effective in the current financial year and did not result in a material impact to the company's results:
· Amendments to IAS 37 - Onerous Contracts: Cost of Fulfilling a Contract
· Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before Intended Use
· Amendments to IFRS 1 First-time Adoption of International Financial Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture: Annual Improvements to IFRS Standards 2018-2020
· Amendments to IFRS 3 - Business Combinations: References to Conceptual Framework
The IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of the Financial Statements which the company has not early adopted.
New/Revised International Financial Reporting Standards |
Description |
Effective Date - periods beginning on or after
|
IFRS 17 |
Insurance Contracts |
1 January 2023 |
IFRS 10 and IAS 28 |
Amendment to Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
1 January 2023 |
IAS 1 |
Amendment to Classification of Liabilities as Current or Non-current |
1 January 2024 |
IAS 8 |
Amendment to Definition of Accounting Estimates |
1 January 2023 |
IAS 12 |
Amendment to Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
1 January 2023 |
IFRS 16 |
Amendment to Sale and Lease buyback |
1 January 2024 |
The Directors anticipate that the adoption of the above standards and interpretations issued by the IASB and the IFRIC will not have a material impact on the Company's Financial Statements.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(b) Going concern
Management have prepared projections and forecasts taking account of reasonably possible changes in trading performance and the funding facilities available from the date of approval of the financial statements.
The directors therefore have reasonable expectations that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
(c) Basis of consolidation
The financial statements of the Group incorporate the financial information of the Company (the parent) and entities controlled by the Company (its subsidiaries) made up to 31 December each year.
Control is achieved when the Company:
· has the power over the subsidiary entity;
· is exposed, or has rights, to variable returns from its involvement with the subsidiary entity; and
· has the ability to use its power to affect those returns.
The Group reassesses whether it controls the subsidiaries if facts and circumstance indicate that there are changes to their control.
When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
· the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Intra-group assets and liabilities, equity, income, expenses and cashflows relating to intra-group transactions are eliminated on consolidation. Where necessary, the accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
When the Group loses control over a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of.
The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Business combinations and goodwill
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued. Where control is achieved in stages the cost is the consideration at the date of each transaction.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair value to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.
On acquisition, goodwill is allocated to cash-generating units that are expected to benefit from the combination. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the statement of comprehensive income.
(e) Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. An analysis of the revenue recognition principles applied in each of the Group's operating segments is provided below:
Subscriptions
Annual subscriptions are recognised on a straight-line basis, for the right to continued access to the licensed intellectual property and the support and maintenance services for the licences held, in accordance with the licence agreement in place. Annual subscriptions include all support, maintenance, software updates and other services provided to the customers.
Income arising on support contracts and subscription sales where the provision of the service has not been completed at the year-end date is deferred and recognised as the service is provided.
Transactional
Revenue is generated from the provision vendor credit recovery services to its customers and earn a fixed contractual percentage on the amount of vendor credits approved by the customer. Upon the customer's acceptance of the vendor credits identified, revenue is recognised at that point in time, net of discounts and provided that the company has no significant related obligations or collection uncertainties remaining.
Rendering of professional services and licences
Professional services are customer-specific services which are provided for specific needs of individual customers with no alternative uses for the Group. The Group has an enforceable right to payment for performance towards the performance obligation completed to date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Revenue recognition (continued)
Revenue from rendering of services is recognised over time in the accounting period in which the services are rendered by applying the input method of measuring progress toward complete satisfaction of the performance obligation; primarily on a time and materials basis. Revenue is recognised based on the amount of fees that the Group is entitled to invoice for services performed to date based on the pre-agreed contracted rates.
On the basis of the input method as described above, the time and materials costs incurred to fulfil a contract are recognised as revenue and a subsequent contract asset is recorded, if and only if all of the following criteria are met:
· the costs relate directly to a contract;
· the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future; and
· the costs are expected to be recovered.
These include costs such as direct labour, direct materials, and the allocation of overheads that relate directly to the contract. Contract assets are disclosed separately as unbilled receivables in Trade and other receivables (Note 14).
Revenue generated from the sale of software licenses and other ready-made products is recognised at a point in time upon delivery of the software and/or product to the customer, provided that the Group has no significant related obligations or collection uncertainties remaining.
(f) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise:
· fixed payments, including in-substance fixed payments;
· variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; and
· amounts expected to be payable under a residual value guarantee.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment', and lease liabilities in trade and other payables in the statement of financial position. Right-of-use asset of office rentals is presented under 'property, plant and equipment'. The movement of right-of-use of the assets of the Group during the years is disclosed in Notes 13.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of offices and licenses that have a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(g) Foreign currencies
Foreign currency transactions are translated into the individual entities' respective functional currencies at the exchange rates prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the year except for differences arising on the retranslation of non-monetary items in respect of which gains, and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in Euro using exchange rates prevailing at the end of the financial year. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in profit or loss in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly.
(h) Employee benefits
The Group provides a range of benefits to employees, including bonus arrangements, paid holiday arrangements and defined contribution pension plans.
Short term benefits
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the financial year.
Defined contribution pension plans
The Group operates a defined contribution plan for certain employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the effect of non-market-based vesting conditions) at the date of grant. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 19. The cost of equity-settled transactions with employees is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined by an external valuer using an appropriate pricing model. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Employee benefits (continued)
At each year end date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions, the number of equity instruments that will ultimately vest, or in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in the cumulative expense since the previous year end date is recognised in the statement of comprehensive income, with a corresponding entry in 'share option reserves'.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.
(i) Borrowing costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
(j) Interest income
Interest income comprises of income on cash held on interest-bearing bank deposits. Interest income is recognised as it occurs in the statement of comprehensive income, using the effective interest rate method.
(k) Income tax
The taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Income tax (continued)
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
(l) Research and development tax credit
Research and development tax credits are recognised as a gain, set against the related expenditure in the year to which they relate. To the extent that the related expenditure is capitalised the tax credit is deferred on the statement of financial position.
(m) Intangible assets
Intangible assets acquired are stated at cost less any accumulated amortisation and any accumulated impairment losses. Cost comprises purchase price and other directly attributable costs.
Intangible assets are amortised on a straight-line basis over its useful economic life, which is considered to be 3-5 years.
Internally‑generated intangible assets
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:
· the technical feasibility of completing the intangible asset so that it will be available for use or sale;
· the intention to complete the intangible asset and use or sell it;
· the ability to use or sell the intangible asset;
· how the intangible asset will generate probable future economic benefits;
· the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
· the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Development expenditure is amortised on a straight-line basis over its useful economic life, which commences when the asset is brought into use, and is considered to be over 3 years.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Intangible assets (continued)
Intellectual property and customer relationships intangible assets
The amount initially recognised for intellectual property and customer relationships acquired on Technology Insights Corporation acquisition was the valuation at the date of acquisition.
Intellectual property is amortised on a straight-line basis over its useful economic life, which commences when the asset was purchased, and is considered to be over 5 years. Customer relationships are amortised on a straight-line basis over its useful economic life, which is considered to be 8 years.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
(n) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs, and borrowing costs capitalised.
Depreciation
Depreciation is calculated using the straight-line method to write off the cost of property, plant and equipment over their expected useful lives as follows:
Office equipment 15% - 20%
Fixtures and fittings 12.5% - 20%
Computer equipment 25%
Right of use assets Lower of the useful life of the asset or the lease term
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Subsequent additions
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the Group and the cost can be measured reliably.
The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset where they have significantly different patterns of consumption of economic benefits and are depreciated separately over its useful life.
Repairs, maintenance and minor inspection costs are expensed as incurred.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
(o) Impairment of tangible and intangible assets
The Group reviews the carrying amounts of its tangible and intangible assets as at each reporting date to assess for any indication of impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Irrespective of whether there is any indication of impairment, the Group also tests its intangible assets with indefinite useful lives and intangible assets not yet available for use for impairment annually by comparing their respective carrying amounts with their corresponding recoverable amounts.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss for the amount by which the asset's carrying amount exceeds the recoverable amount is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Impairment of tangible and intangible assets (continued)
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
(p) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and allocating the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period, to the net carrying amount of the financial instrument. Income and expense are recognised on an effective interest basis for debt instruments other than those financial instruments at fair value through profit or loss.
Financial assets
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All financial assets are recognised on a trade date - the date on which the Group commits to purchase or sell the asset. They are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss; held-to-maturity investments; loans and receivables; and available-for-sale financial assets. The classification depends on the nature and purpose for which these financial assets were acquired and is determined at the time of initial recognition.
Loans and receivables
The Group's loans and receivables comprise trade and other receivables, amounts due from contract customers and bank balances.
Such loans and receivables are non-derivatives with fixed or determinable payments that are not quoted in an active market. They are measured at amortised cost, using the effective interest method less impairment. Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime Expected Credit Losses ("ECL") for trade receivables. The ECL on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the receivables, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. When there has not been a significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL which represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date; except for assets for which simplified approach was used.
The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:
(a) The financial instrument has a low risk of default,
(b) The debtor has a strong capacity to meet its contractual cash flow obligations in the near term, and
(c) Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(p) Financial instruments (continued)
The Group considers a financial asset to have low credit risk when the asset has external credit rating of 'investment grade' in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of 'performing'. Performing means that the counterparty has a strong financial position and there is no past due amounts.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds receivables.
Financial liabilities and equity
Classification of debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Ordinary share capital
Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity.
Preference shares
The dividend rights of the preference shares are cumulative, and payment is non-discretionary. The preference shares do not carry any voting rights at meetings. Based on their characteristics the directors consider that these shares should be regarded as a financial liability rather than an equity instrument.
Share premium
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition.
Other financial liabilities
Trade and other payables
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Borrowings
Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
(q) Provisions and contingencies
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q) Provisions and contingencies (continued)
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Contingencies
Contingent liabilities, arising as a result of past events, are not recognised when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Group's control. Contingent liabilities are disclosed unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed when an inflow of economic benefits is probable.
(r) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
(s) Related party transactions
Transactions with entities not wholly group owned are disclosed in accordance with IFRS.
(t) Segmental information
Segmental information is presented in respect of the Group's geographical regions and operating segments. The operating segments are based on the Group's management and internal reporting requirements.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In preparing this consolidated financial information, the Group makes judgements, estimates and assumptions concerning the future that impact the application of policies and reported amounts of assets, liabilities, income and expenses.
The resulting accounting estimates calculated using these judgements and assumptions are based on historical experience and expectations of future events and may not equal the actual results. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to estimates are recognised prospectively. The judgements and key sources of assumptions and estimation uncertainty that have a significant effect on the amounts recognised in the financial information are discussed below.
Critical judgements made in applying the Group accounting policies
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in this consolidated financial information are below:
(a) Intangible assets: Development expenditure
The Group capitalises a proportion of costs related to software development in accordance with its accounting policy. The Group regularly reviews the carrying value of capitalised development costs, which are amortised over 3 years, to ensure they are not impaired, and the amortisation period is appropriate. Management makes judgements about the technical feasibility and economic benefit of completed products, as well as the period of time over which the economic benefit will cease. The carrying value of the internally generated intangible asset held by the Group at each year end is shown in Note 12.
(b) Carrying value of goodwill
The Group tests annually whether the goodwill has suffered any impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. The carrying value of the goodwill held by the Group at each year end is shown in Note 12.
(c) Carrying value of intellectual property acquired
The Group regularly reviews the carrying value of intellectual property acquired, which are amortised over 5 years, to ensure they are not impaired, and the amortisation period is appropriate. Management makes judgements about the period of time over which the economic benefit will cease. The carrying value of the intangible asset held by the Group at each year end is shown in Note 12.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)
(d) Carrying value of Customer Relationships
The Group regularly reviews the carrying value of customer relationships, which are amortised over 8 years, to ensure they are not impaired, and the amortisation period is appropriate. Management makes judgements about the period of time over which the economic benefit will cease. The carrying value of the intangible asset held by the Group at each year end is shown in Note 12.
(e) Revenue recognition
The Group recognises revenue in line with IFRS 15 Revenue recognition. Management applies judgement in determining the nature, variable considerations, and timing of satisfaction of promises in the context of the contract that meet the basis of revenue recognition criteria. Significant judgements include identifying performance obligations, identifying distinct intellectual property licenses, and determining the timing of satisfaction and approach in recognising the revenue of those identified performance obligations; whether a point in time or a passage of time approach to be adopted. See applied revenue recognition criteria for each revenue streams within note 2(e) for details on the Group's revenue recognition policies adopted. The amount of the Group's revenue recognised in each year is shown in Note 4.
4. REVENUE
Segmental information
Segmental information is presented in respect of the Group's geographical regions and operating segments in accordance with IFRS 8 'Operating Segments'. The Board considers that there is one identifiable business segment being the provision of software solutions including related recovery audit services.
Recurring revenue is the revenue that annually repeats either under contractual subscription or predicable transactional billing.
|
|
2022 |
2021 |
|
|
|
€ |
€ |
|
Recurring Revenue |
|
7,951,661 |
9,050,442 |
|
Non-recurring revenue |
|
1,846,551 |
1,472,756 |
|
|
|
|
|
|
Reported revenue |
|
9,798,212 |
10,523,198 |
|
Recurring as % of total revenue |
|
80% |
86% |
|
|
|
|
|
|
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
Amount of revenue by class of activity: |
|
|
|
|
Recurring subscriptions revenue |
|
5,070,508 |
3,857,381 |
|
Recurring transactional revenue |
|
2,881,153 |
5,193,061 |
|
Professional services and licences revenue |
|
1,846,551 |
1,472,756 |
|
|
|
|
|
|
Reported revenue |
|
9,798,212 |
10,523,198 |
|
Geographical analysis
The Group operates in three principal geographical regions being Republic of Ireland, the United Kingdom and the United States of America. The Group has customers in other countries such as Singapore, Australia, Spain, Switzerland, Canada, Mexico and the Netherlands, which are not material for separate identification.
4. REVENUE (Continued)
|
|
2022 |
2021 |
Amount of revenue by region: |
|
€ |
€ |
United Kingdom |
|
2,639,756 |
3,877,673 |
United States of America |
|
3,879,503 |
3,678,896 |
Republic of Ireland |
|
2,796,926 |
2,478,427 |
Others |
|
482,027 |
488,202 |
|
|
|
|
Reported Revenue |
|
9,798,212 |
10,523,198 |
Contract assets and contract liabilities
Contract assets
Contract assets are disclosed separately as unbilled receivables in trade and other receivables amounting to €1,835,263 (2021: €3,715,891) (Note 14).
Contract liabilities
Contract liabilities are disclosed separately as deferred income in trade and other payables amounting to €1,054,800 (2021: €723,764) (Note 16). The Group is availing of the practical expedient which exempts the disclosure of unsatisfied performance obligations to date since both of the following criteria are met:
· The performance obligations are part of contracts which have an original expected duration of one year or less;
· The Group recognises revenue from the satisfaction of the performance obligations which has been completed to date and to which the Group has a right to invoice.
5. EXCEPTIONAL COSTS
The exceptional items include IPO costs, acquisition costs and costs incurred in post-acquisition restructuring.
|
|
2022 |
2021 |
|
|
€ |
€ |
Acquisition costs |
|
- |
1,014,864 |
Restructuring costs |
|
1,317,706 |
489,297 |
AIM Admission costs |
|
- |
902,104 |
Fee to Beach Point Capital on IPO admission |
|
- |
1,000,000 |
Other exceptional costs/(income) |
|
21,518 |
(458,279) |
|
|
|
|
Total exceptional items |
|
1,339,224 |
2,947,986 |
|
|
|
|
The majority of the restructuring costs of €1.3m consist of redundancy costs of €0.8m
6. EMPLOYEES
The average monthly number of persons employed by the Group (including directors) during the year was as follows:
|
|
|
|
|
|
2022 |
2021 |
|
|
|
|
Product development and delivery |
|
82 |
58 |
Sales and Marketing |
|
5 |
12 |
Administration |
|
19 |
15 |
|
|
|
|
|
|
106 |
85 |
|
|
|
|
6. EMPLOYEES (Continued)
|
|
2022 |
2021 |
The Staff costs comprise: |
|
€ |
€ |
Wages and salaries |
|
7,766,473 |
4,789,145 |
Redundancy costs |
|
791,247 |
|
Social welfare costs |
|
757,867 |
493,688 |
Pension costs |
|
162,582 |
71,765 |
|
|
|
|
|
|
9,478,169 |
5,354,598 |
Directors' remuneration |
|
2022 |
2021 |
Directors' remuneration in respect of qualifying |
|
€ |
€ |
services in respect of the Group: |
|
|
|
|
|
|
|
Emoluments |
|
685,943 |
485,434 |
Pensions |
|
52,043 |
36,965 |
|
|
|
|
|
|
737,986 |
522,399 |
The number of directors to whom retirement benefits are accruing under defined contribution scheme pension costs noted above is 4 (2021: 3).
Staff costs as qualifying development expenditure
The qualifying development expenditure generating an asset as shown in Note 12 consists of qualifying staff costs incurred in relation to the development of the group's projects. During the current period, qualifying costs amounted to €905,727 (2021: €610,984).
7. OTHER INCOME
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Credit card cashback |
|
10,999 |
- |
Research and development tax credit |
|
83,626 |
72,180 |
Grant income |
|
- |
144,560 |
|
|
|
|
|
|
94,625 |
216,740 |
8. FINANCE COSTS
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Loan interest |
|
1,444,983 |
961,902 |
Interest on preference shares |
|
- |
5,312 |
|
|
|
|
|
|
1,444,983 |
967,214 |
9. LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
The loss on ordinary activities before taxation is stated after charging/ (crediting):
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Auditor's remuneration |
- Audit of group companies |
80,000 |
110,000 |
|
- Other assurance services |
- |
192,500 |
|
- Tax advisory services |
- |
66,750 |
|
- Other non-Audit services |
15,000 |
20,400 |
Directors' remuneration (Note 6) |
|
737,986 |
522,399 |
Depreciation (Note 13) |
|
144,189 |
198,266 |
Amortisation (Note 12) |
|
2,211,004 |
1,229,276 |
Research and development tax credit (Note 7) |
|
(83,626) |
(72,180) |
Grant income |
|
- |
(144,560) |
Loss on disposal of fixed assets |
|
17,855 |
17,180 |
Foreign exchange loss/(gain) |
|
151,813 |
(235,371) |
|
|
|
|
|
|
3,274,221 |
1,904,660 |
Other assurance services in 2021 very substantially relate to advisory services work in connection with the IPO.
10. TAX ON LOSS ON ORDINARY ACTIVITIES
(a) Tax on loss on ordinary activities
The current tax charge for the year differs from the amount computed by applying the standard rate of corporation tax in the Republic of Ireland to the (loss) on ordinary activities before taxation. The sources and tax effects of the differences are explained below:
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Loss on ordinary activities before tax |
|
(6,978,406) |
(2,262,786) |
|
|
|
|
Loss on ordinary activities multiplied by the standard rate of tax of 12.5% |
|
(872,301) |
(282,848) |
|
|
|
|
Effects of: |
|
|
|
Depreciation/amortisation greater than capital allowances |
|
135,280 |
71,220 |
Non-deductible expenses |
|
181,697 |
394,528 |
Disallowable loan interest |
|
19,449 |
117,161 |
Higher rates of tax on foreign income |
|
30,306 |
72,052 |
Research and development tax credits income |
|
1,153 |
(44,127) |
Tax adjustments in respect of previous years |
|
- |
(15,134) |
Tax relief at source/income tax |
|
1,793 |
395 |
Deferred tax |
|
(286,815) |
(234,537) |
Share options expense not allowable |
|
- |
2,939 |
Profit on disposal |
|
123,000 |
- |
Losses carried forward |
|
381,712 |
|
Loss utilised |
|
26,244 |
(59,643) |
|
|
|
|
Total tax (credit)/charge |
|
(258,482) |
22,006 |
10. TAX ON LOSS ON ORDINARY ACTIVITIES (Continued)
(b) Deferred tax asset
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
At beginning of year (net) |
|
238,797 |
4,260 |
Released/(charged) to the statement of comprehensive income (Note 10(a)) |
|
286,815 |
234,537 |
|
|
|
|
At end of year (net) |
|
525,612 |
238,797 |
|
|
|
|
|
|
|
|
|
|
2022 |
2021 |
The deferred tax asset (Note 14) is analysed as follows: |
|
€ |
€ |
Timing difference between depreciation and capital allowances |
|
101,584 |
(77,883) |
Timing differences between losses forward and utilised |
|
424,028 |
252,244 |
Other timing differences |
|
|
64,436 |
|
|
|
|
At end of year |
|
525,612 |
238,797 |
|
|
|
|
The deferred tax liability (Note 16) is analysed as follows: |
|
|
|
Timing differences arising on change in accounting standards |
|
- |
- |
11. Earnings per share
Basic earnings per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
|
|
2022 |
2021 |
|
|
€ |
€ |
Loss for the year |
|
(6,719,924) |
(2,284,792) |
Taxation |
|
(258,482) |
22,006 |
Amortisation |
|
2,211,004 |
1,229,276 |
Depreciation |
|
144,189 |
198,266 |
Exceptional items |
|
1,339,224 |
2,947,986 |
Share based payments |
|
56,661 |
23,512 |
Finance costs |
|
1,444,983 |
967,214 |
|
|
|
|
Adjusted Earnings |
|
(1,782,345) |
3,103,468 |
|
|
Number |
Number |
Weighted average number of ordinary shares |
|
|
|
Total shares in issue (weighted) |
|
37,833,316 |
33,168,289 |
Total diluted shares (weighted) |
|
40,026,532 |
35,547,510 |
|
|
|
|
EPS |
|
Cent |
Cent |
Basic and diluted EPS |
|
(17.76) |
(6.89) |
|
|
|
|
Adjusted EPS |
|
Cent |
Cent |
Adjusted basic EPS |
|
(4.71) |
9.36 |
Adjusted diluted EPS |
|
(4.71) |
8.73 |
Adjusted EPS is not a defined performance measure in IFRS. The Group's definition of adjusted EPS may not be comparable with similarly titled performance measures disclosures by other entities.
12. INTANGIBLE ASSETS
GROUP 2022
|
Development expenditure |
Intellectual Property Acquired on Acquisition |
Customer Relationships |
Goodwill |
Total |
|
€ |
€ |
€ |
€ |
€ |
Cost |
|
|
|
|
|
At 31 December 2021 |
3,271,085 |
3,812,913 |
2,796,136 |
10,162,379 |
20,042,513 |
Additions |
1,472,175 |
- |
- |
66,517 |
1,538,692 |
Disposals |
- |
- |
- |
(69,934) |
(69,934) |
At 31 December 2022 |
4,743,260 |
3,812,913 |
2,796,136 |
10,158,962 |
21,511,271 |
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
At 31 December 2021 |
(1,714,535) |
(317,931) |
(182,458) |
(318,731) |
(2,533,655) |
Charged in year |
(1,041,511) |
(763,035) |
(406,458) |
- |
(2,211,004) |
Translation adjustment |
- |
- |
1,098 |
- |
1,098 |
At 31 December 2022 |
(2,756,046) |
(1,080,966) |
(587,818) |
(318,731) |
(4,743,561) |
|
|
|
|
|
|
Net book amounts |
|
|
|
|
|
At 31 December 2021 |
1,556,550 |
3,494,982 |
2,613,678 |
9,843,648 |
17,508,858 |
At 31 December 2022 |
1,987,214 |
2,731,947 |
2,208,318 |
9,840,231 |
16,767,710 |
GROUP 2021
|
Development expenditure |
Intellectual Property Acquired on Acquisition |
Customer Relationships |
Goodwill |
Total |
|
€ |
€ |
€ |
€ |
€ |
Cost |
|
|
|
|
|
At 31 December 2020 |
1,897,040 |
- |
- |
6,473,451 |
8,370,491 |
Reclassification |
184,850 |
- |
- |
- |
184,850 |
Additions on acquisition |
- |
3,812,913 |
2,796,136 |
3,744,338 |
10,353,387 |
Additions |
1,189,195 |
- |
- |
- |
1,189,195 |
Adjustments |
- |
- |
- |
(55,410) |
(55,410) |
At 31 December 2021 |
3,271,085 |
3,812,913 |
2,796,136 |
10,162,379 |
20,042,513 |
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
At 31 December 2020 |
(800,798) |
- |
- |
(318,731) |
(1,119,529) |
Reclassification |
(184,850) |
- |
- |
- |
(184,850) |
Charged in year |
(728,887) |
(317,931) |
(182,458) |
- |
(1,229,276) |
At 31 December 2021 |
(1,714,535) |
(317,931) |
(182,458) |
(318,731) |
(2,533,655) |
|
|
|
|
|
|
Net book amounts |
|
|
|
|
|
At 31 December 2020 |
1,096,242 |
- |
- |
6,154,720 |
7,250,962 |
At 31 December 2021 |
1,556,550 |
3,494,982 |
2,613,678 |
9,843,648 |
17,508,858 |
Development expenditure
In total, research and development costs for the Group qualifying for capitalisation under IAS38 "intangible assets" amounted to €1,472,175 (2021: €1,189,195). Qualifying development expenditure is amortised on a straight-line basis over its useful economic life, which is considered to be 3 years. The amortisation expense amounting to €1,041,511 (2021: €728,887) is included in the consolidated statement of comprehensive income.
Intellectual property Acquired on Acquisition
IP is amortised on a straight-line basis over its useful economic life, which is considered to be 5 years. The amortisation expense amounting to €763,035 (2021: €317,931) is included in the consolidated statement of comprehensive income.
Customer Relationships Acquired on Acquisition
Customer relationships are amortised on a straight-line basis over their useful economic lives, which is considered to be 8 years. The amortisation expense amounting to €406,458 (2021: €182,458) is included in the consolidated statement of comprehensive income.
Impairment testing of goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units "CGU").
12. INTANGIBLE ASSETS (Continued)
Sensitivity analysis
Sensitivity analysis was performed by applying reductions to expected growth in revenue and also applying a percentage increase to the weighted average cost of capital used to calculate the fair value less costs of disposal. This analysis resulted in an excess in the recoverable amount over their carrying amount under each approach for the CGUs. Management believe that any reasonable change in any of the key assumptions would not cause the carrying value of goodwill to exceed the recoverable amount.
13. PROPERTY, PLANT AND EQUIPMENT
GROUP 2022
|
Right of use assets |
Office equipment |
Computer equipment |
Fixtures & fittings |
Leasehold improvements |
Total |
|
€ |
€ |
€ |
€ |
€ |
€ |
Cost |
|
|
|
|
|
|
At 31 December 2021 |
116,588 |
55,341 |
958,113 |
27,830 |
- |
1,157,872 |
Additions |
160,229 |
- |
55,449 |
22,633 |
11,285 |
249,596 |
Disposals |
(116,588) |
(10,508) |
(139,042) |
(13,541) |
- |
(279,679) |
Translation adjustment |
- |
(2,381) |
4,423 |
(352) |
- |
1,690 |
|
|
|
|
|
|
|
At 31 December 2022 |
160,229 |
42,452 |
878,943 |
36,570 |
11,285 |
1,129,479 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At 31 December 2021 |
(116,588) |
(44,539) |
(734,726) |
(21,748) |
- |
(917,601) |
Charge for the year |
(21,222) |
(3,817) |
(115,703) |
(2,157) |
(1,290) |
(144,189) |
Disposals |
116,588 |
10,395 |
123,368 |
12,055 |
- |
262,406 |
Translation adjustment |
- |
2,054 |
4,533 |
(974) |
- |
5,613 |
|
|
|
|
|
|
|
At 31 December 2022 |
(21,222) |
(35,907) |
(722,528) |
(12,824) |
(1,290) |
(793,771) |
|
|
|
|
|
|
|
Net book amounts |
|
|
|
|
|
|
At 31 December 2021 |
- |
10,802 |
223,387 |
6,082 |
- |
240,271 |
At 31 December 2022 |
139,007 |
6,545 |
156,415 |
23,746 |
9,995 |
335,708 |
Group 2021
|
Right of use assets |
Office equipment |
Computer equipment |
Fixtures & fittings |
Leasehold improvements |
Total |
|
€ |
€ |
€ |
€ |
€ |
€ |
Cost |
|
|
|
|
|
|
At 31 December 2020 |
531,248 |
39,186 |
297,522 |
22,460 |
41,554 |
931,970 |
Reclassification |
(8,873) |
9,506 |
2,904 |
(2,024) |
7,064 |
8,577 |
Arising on acquisition |
- |
17,824 |
583,705 |
81,410 |
51,278 |
734,217 |
Additions |
- |
1,056 |
40,924 |
- |
- |
41,980 |
Disposals |
(425,571) |
(15,027) |
- |
(75,173) |
(103,258) |
(619,029) |
Translation adjustment |
19,784 |
2,796 |
33,058 |
1,157 |
3,362 |
60,157 |
|
|
|
|
|
|
|
At 31 December 2021 |
116,588 |
55,341 |
958,113 |
27,830 |
- |
1,157,872 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At 31 December 2020 |
(368,921) |
(34,210) |
(148,628) |
(15,183) |
(9,570) |
(576,512) |
Reclassification |
8,790 |
(927) |
(11,690) |
1,396 |
(6,231) |
(8,662) |
Arising on acquisition |
- |
(15,993) |
(462,507) |
(78,811) |
(48,073) |
(605,384) |
Charge for the year |
(92,886) |
(4,478) |
(94,137) |
(1,857) |
(4,908) |
(198,266) |
Disposals |
349,939 |
12,644 |
- |
73,155 |
70,408 |
506,146 |
Translation adjustment |
(13,510) |
(1,575) |
(17,764) |
(448) |
(1,626) |
(34,923) |
|
|
|||||
At 31 December 2021 |
(116,588) |
(44,539) |
(734,726) |
(21,748) |
- |
(917,601) |
|
|
|
|
|
|
|
Net book amounts |
|
|
|
|
|
|
At 31 December 2020 |
162,327 |
4,976 |
148,894 |
7,277 |
31,984 |
355,458 |
At 31 December 2021 |
- |
10,802 |
223,387 |
6,082 |
- |
240,271 |
13. PROPERTY, PLANT AND EQUIPMENT (Continued)
COMPANY 2022
|
Right of use assets |
Office equipment |
Computer equipment |
Fixtures & fittings |
Leasehold improvements |
Total |
||||||
Cost |
€ |
€ |
€ |
€ |
€ |
€ |
||||||
At 31 December 2021 |
- |
- |
483 |
- |
- |
483 |
||||||
Additions |
- |
- |
2,644 |
- |
- |
2,644 |
||||||
Disposals |
- |
- |
(1,386) |
- |
- |
(1,386) |
||||||
|
|
|
|
|
|
|
||||||
At 31 December 2022 |
- |
- |
1,741 |
- |
- |
1,741 |
||||||
|
|
|
|
|
|
|
||||||
Depreciation |
|
|
|
|
|
|
||||||
At 31 December 2021 |
- |
- |
(241) |
- |
- |
(241) |
||||||
Charge for the year |
- |
- |
(587) |
- |
- |
(587) |
||||||
Disposals |
- |
- |
231 |
- |
- |
231 |
||||||
|
|
|
|
|
|
|
||||||
At 31 December 2022 |
- |
- |
(597) |
- |
- |
(597) |
||||||
|
|
|
|
|
|
|
||||||
Net book amounts |
|
|
|
|
|
|
||||||
At 31 December 2021 |
- |
- |
242 |
- |
- |
242 |
||||||
At 31 December 2022 |
- |
- |
1,144 |
- |
- |
1,144 |
||||||
COMPANY 2021
|
Right of use assets |
Office equipment |
Computer equipment |
Fixtures & fittings |
Leasehold improvements |
Total |
|
|
€ |
€ |
€ |
€ |
€ |
€ |
|
Cost |
|
|
|
|
|
|
|
At 31 December 2020 |
- |
- |
483 |
- |
- |
483 |
|
Additions |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
At 31 December 2021 |
- |
- |
483 |
- |
- |
483 |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
At 31 December 2020 |
- |
- |
- |
- |
- |
- |
|
Charge for the year |
- |
- |
(241) |
- |
- |
(241) |
|
|
|
|
|
|
|
|
|
At 31 December 2021 |
- |
- |
(241) |
- |
- |
(241) |
|
|
|
|
|
|
|
|
|
Net book amounts |
|
|
|
|
|
|
|
At 31 December 2020 |
- |
- |
483 |
- |
- |
483 |
|
At 31 December 2021 |
- |
- |
242 |
- |
- |
242 |
|
14. TRADE AND OTHER RECEIVABLES
GROUP
|
|
2022 |
2021 |
|
|
€ |
€ |
Trade receivables |
|
2,032,430 |
2,244,243 |
Unbilled receivables |
|
1,835,263 |
3,715,891 |
Prepayments and other receivables |
|
173,147 |
354,821 |
Research and development tax credits |
|
187,636 |
76,473 |
Corporation tax recoverable |
|
6,905 |
120,466 |
Deferred tax asset (Note 10) |
|
525,612 |
238,797 |
|
|
|
|
|
|
4,760,993 |
6,750,691 |
COMPANY
|
|
2022 |
2021 |
|
|
€ |
€ |
Amounts due from group companies |
|
6,181,288 |
4,594,598 |
VAT asset |
|
18,787 |
- |
Prepayments |
|
80,941 |
43,171 |
Accrued income |
|
- |
71,074 |
Corporation Tax |
|
2,567 |
- |
|
|
|
|
|
|
6,283,583 |
4,708,843 |
14. TRADE AND OTHER RECEIVABLES (Continued)
Amounts due from group companies
The amounts due from group companies are unsecured, interest free and are repayable on demand.
Trade and other receivables
The carrying amounts of trade receivables and other receivables approximate their fair value largely due to the short-term maturities and nature of these instruments. All trade receivables are due within the Group's and Company's normal terms, which is 30 days. Trade receivables are shown net of impairment in respect of doubtful debts.
Unbilled receivables
The terms of the accrued income are based on underlying invoices.
Taxes and tax credits
Taxes and social welfare costs are subject to the terms of the relevant legislation.
15. Cash and cash equivalents
GROUP
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Cash and Cash Equivalents |
|
341,590 |
2,353,130 |
COMPANY
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Cash and Cash Equivalents |
|
82,220 |
584,902 |
There are no restrictions on the cash held.
16. TRADE AND OTHER PAYABLES
GROUP
Current
|
2022 |
2021 |
|
€ |
€ |
Bank loan (Note 20) |
5,088,890 |
847,407 |
Trade payables |
749,599 |
781,780 |
Lease liabilities (Note 22) |
62,832 |
- |
Deferred consideration on acquisition |
1,026,471 |
1,387,272 |
Corporation tax |
121,646 |
- |
Value added tax |
462,242 |
745,331 |
PAYE and PRSI |
774,806 |
1,157,890 |
Research and development tax credit |
107,619 |
52,894 |
Accruals and other creditors |
1,623,747 |
572,116 |
Deferred revenue |
1,054,800 |
723,764 |
|
|
|
|
11,072,652 |
6,268,454 |
16. TRADE AND OTHER PAYABLES (continued)
Non-current
|
|
2022 |
2021 |
|
|
€ |
€ |
Bank loan (Note 20) |
|
7,650,000 |
10,024,815 |
Lease liability (Note 22) |
|
81,261 |
- |
Deferred consideration on acquisition |
|
- |
476,032 |
Research and development tax credit |
|
- |
27,188 |
|
|
|
|
|
|
7,731,261 |
10,528,035 |
COMPANY
Current
|
2022 |
2021 |
|
€ |
€ |
Amounts owed to group companies |
506,581 |
416,191 |
Trade payables |
422,137 |
471,648 |
Bank Loan (Note 20) |
5,000,000 |
714,074 |
Corporation tax |
- |
2,567 |
Value added tax |
- |
9,993 |
PAYE and PRSI |
30,148 |
64,382 |
Accruals and other creditors |
914,913 |
172,605 |
|
|
|
|
6,873,779 |
1,851,460 |
|
|
|
Non-current
|
|
2022 |
2021 |
|
|
€ |
€ |
Bank loan (Note 20) |
|
7,650,000 |
9,935,926 |
|
|
|
|
|
|
7,650,000 |
9,935,926 |
Trade and other payables
The carrying amounts of trade and other payables approximate their fair value largely due to the short-term maturities and nature of these instruments. The repayment terms of trade payables vary between on demand and 30 days. No interest is payable on trade payables.
Reservation of title
Certain trade payables purport to claim a reservation of title clause for goods supplied. Since the extent to which these payables are secured at any time depends on a number of conditions, the validity of some of which is not readily determinable, it is not possible to indicate how much of the above was effectively secured.
Taxes and social welfare costs
Taxes and social welfare costs are subject to the terms of the relevant legislation. Interest accrues on late payments. No interest was due at the financial year end date.
Accruals
The terms of the accruals are based on underlying invoices.
17. CALLED UP SHARE CAPITAL
GROUP and COMPANY
Shares presented as equity
|
|
2022 |
2021 |
Authorised Share Capital: |
|
€ |
€ |
250,000,000 Ordinary shares of €0.001 each |
|
|
|
Allotted, called up, fully paid: |
|
|
|
37,833,316 Ordinary shares of €0.001 each |
|
37,833 |
37,833 |
18. RESERVES
Share premium
The share premium reserve represents the premium on issue of the ordinary shares.
Foreign exchange reserve
The foreign exchange reserve represents gains/losses arising on retranslating the net assets of overseas operations into Euro.
Retained earnings
The retained earnings represent cumulative gains and losses recognised, net of transfers to/from other reserves and dividends paid.
Reorganisation reserve
This reserve represents the difference between the nominal value of the shares issued in the Company and the carrying value of the shares acquired arising from a capital reorganisation.
Share option reserve
The share option reserve represents the movement in share-based payments. The movement in the cumulative expense since the previous year end date is recognised in the statement of comprehensive income, with a corresponding entry in 'share option reserve'.
19. SHARE-BASED PAYMENTS
GROUP and COMPANY
The Company and Group offers a share option scheme to certain employees. The terms and conditions of the options are as follows:
Persons entitled |
Method of settlement accounting |
Vesting conditions |
Contractual life of options |
Employees |
Equity |
Options vest after 12 months, or in certain cases on IPO (whichever is sooner) |
7 years |
Share-based payments
The number and weighted average exercise prices of share options are as follows:
|
|
|
|||
|
Weighted average exercise price |
Number of options
|
|
||
|
2022 |
2021 |
2022 |
2021 |
|
|
€ |
€ |
€ |
€ |
|
|
|
|
|
|
|
Outstanding at beginning of year |
0.30 |
2.92 |
2,781,064 |
113,875 |
|
Granted during the year |
- |
0.32 |
- |
2,667,189 |
|
|
|
|
|
|
|
Outstanding at end of year |
0.30 |
0.30 |
2,781,064 |
2,781,064 |
|
|
|
|
|
|
|
Exercisable at end of year |
0.33 |
0.33 |
568,093 |
568,093 |
|
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The fair value of employee share options is measured using a Black-Scholes model, which takes into consideration the market values at grant date of €0.91 to €7.05, expected term of 7 years, risk free rate of -0.29% to -0.56% and volatility of 34.8% - 44.87%. Expected dividends is not applicable.
19. SHARE-BASED PAYMENTS (Continued)
The expected volatility is based on that of public companies in the same industry as the Company. The total amount recognised for the year arising from share-based payments is as follows:
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Total share-based payment recognised |
|
56,661 |
23,512 |
20. BANK LOANS
GROUP
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Due within one year |
|
5,088,890 |
847,407 |
Due between two and five years |
|
7,650,000 |
10,024,815 |
|
|
|
|
|
|
12,738,890 |
10,872,222 |
COMPANY
|
|
|
2022 |
2021 |
|
|
|
€ |
€ |
|
|
|
|
|
Due within one year |
|
|
5,000,000 |
714,074 |
Due between two and five years |
|
|
7,650,000 |
9,935,926 |
|
|
|
|
|
|
|
|
12,650,000 |
10,650,000 |
Two loans due are in respect of BPC Ireland Lending DAC ("BPC") of €5,000,000 and €7,350,000. The first BPC loan was repayable in 2023 but since year-end BPC has approved the extension of the repayment date to 2024. The second loan is repayable in 2025. Interest is charged on both at 10% per annum. These loans are secured by way of fixed and floating charges over the undertakings and assets of the Company and certain subsidiaries, in favour of BPC Ireland Lending DAC. Any repayment or prepayment of the loans in full shall incur an Exit Fee equal to €1,700,000.
A further loan of €300,000 is from Enterprise Ireland and is repayable in December 2025, with interest charged per annum of 4%.
The Bank of Ireland loan of €88,890 incurs interest at 4% per annum and will be fully repaid by August 2023.
21. COMMITMENTS AND CONTINGENCIES
GROUP
(a) Commitments
On 10 January 2020, BPC Ireland Lending DAC secured a fixed and floating charge over the assets of the companies within the Group.
(b) Contingent liabilities
At the year end the Group had no contingent liabilities.
(c) Lease commitments
The Group has total future minimum lease payments under non-cancellable operating lease commitments as follows:
At 31 December |
|
|
|
|
|
Land and Buildings |
|
2022 |
2021 |
|
|
|
|
€ |
€ |
|
|
|
|
|
|
|
|
Due within one year |
|
75,276 |
- |
|
|
Due within two to five years |
|
87,767 |
- |
|
|
Due after five years |
|
- |
- |
|
|
|
|
|
|
|
|
|
|
163,043 |
- |
|
|
22. LEASE LIABILITIES
Group |
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
|
|
|
|
Current lease liabilities |
|
62,832 |
- |
Non-current lease liabilities |
|
81,261 |
- |
|
|
|
|
|
|
144,093 |
- |
The Group's total lease liability over the years are as follows:
|
|
|
|
|
2022 |
2021 |
|
|
|
€ |
€ |
|
|
|
|
Opening liability |
|
- |
180,451 |
Additions for the year |
|
160,229 |
- |
Arising on acquisition |
|
- |
- |
Interest for the year |
|
5,351 |
11,465 |
Operating lease expense for the year |
|
(21,487) |
(101,431) |
Translation adjustment |
|
- |
2,331 |
Termination of Lease Liability |
|
- |
(92,816) |
|
|
|
|
Closing lease liability |
|
144,093 |
- |
|
|
|
|
Short term lease expenses through profit or loss |
|
26,477 |
- |
The Company had no lease commitments at the year end.
The Group's leases included rental of office spaces for business use and right of use licences. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental repayments. The lease terms range from 1 to 2 years depending on the term set in the contract. The effective interest rates charged during the financial period is 12% per annum which reflects the borrowing rate on the loan drawn by the parent Company in 2019.
Right of use asset of office rentals is classified as "property, plant and equipment". The movement of the carrying amount of the right-of-use assets of the Group at the start and end of each reporting period is disclosed in Note 13.
During 2021, it was agreed with the lessor that due to Covid-19 conditions it would no longer be feasible for the Company to continue to rent out the office space with the entire workforce operating on a work-from-home basis. As such, the lease was terminated and there was no liability at year-end.
23. GROUP COMPANIES
The Company holds 100% of the ordinary share capital of Glantus Ireland Limited, Glantus Limited, Glantus Inc., Glantus UK Limited and Tasnua Limited. Glantus UK Limited owns 100% of the shares of Meridian Cost Benefit Limited.
Subsidiary Country of Principal Registered
incorporation activity address
Glantus Ireland Limited Ireland Software solutions Marina House,
Eastpoint Business Park, Dublin 3
Glantus Limited United Kingdom Data analytics Catherine Suite
solutions 40 London Road
St Albans
Hertfordshire, AL1 1NG
Glantus UK Limited United Kingdom Vendor recovery Catherine Suite
solutions 40 London Road
St Albans
Hertfordshire, AL1 1NG
Meridian Cost Benefit United Kingdom Vendor recovery Catherine Suite
solutions 40 London Road
St Albans
Hertfordshire, AL1 1NG
23. GROUP COMPANIES (Continued)
Subsidiary Country of Principal Registered
incorporation activity address
Glantus Inc. United States Vendor recovery 99 South Almaden
services Boulevard, Suite 600,
San Jose, California
Tasnua Limited Ireland Inter-group Marina House,
trading Eastpoint Business Park,
Dublin 3
Glantus Holdings PLC United Kingdom UK holding Catherine Suite
- UK Branch company 40 London Road
St Albans
Hertfordshire, AL1 1NG
Technology Insight Inc. and Glantus Inc. merged on 1st January 2022.
Shares in subsidiary undertakings
Company |
2022 |
2021 |
|
€ |
€ |
|
|
|
At beginning of year |
16,093,702 |
6,955,755 |
Acquisitions during the year |
- |
2,762,377 |
Long term loans advanced for acquisitions (including interest) |
91,573 |
6,438,681 |
Early payment discount |
- |
(63,111) |
|
|
|
At end of year |
16,185,275 |
16,093,702 |
24. ULTIMATE CONTROLLING PARTY
Maurice Healy, the Chief Executive, together with management are considered by the directors to be the Company's ultimate controlling party.
25. PENSION COMMITMENTS
The Group operates defined contribution pension schemes. Pension benefits are funded over the employee's period of service by way of contributions to an insured fund. The Group's contributions are charged to the statement of comprehensive income in the year to which they relate. The details of the amount incurred during the year and the balance payable at the year-end is as follows:
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Incurred during the year |
|
162,582 |
71,765 |
|
|
|
|
Payable at year end |
|
28,491 |
37,497 |
26. FINANCIAL INSTRUMENTS
Financial risk factors
The Group's activities expose it to a variety of financial risks including credit risk, currency risk, liquidity risk.
The Group uses different methods to measure different types of risk to which it is exposed. Responsibility for managing these risks rests with the Board.
(i) Credit risk
Credit risk refers to the loss that a group would incur if a debtor fails to perform under its contractual obligations. Credit risks are mainly related to cash and cash equivalents and trade debtors.
Exposure to credit risk is monitored on a routine basis. The Group trade only with recognised, creditworthy third parties. Receivable balances are monitored on an ongoing basis. As a result, the Group's exposure to bad debts is not significant. Risk is managed by maintaining close contact with each customer.
26. Financial instruments (Continued)
|
|
2022 |
2021 |
|
|
€ |
€ |
Ageing of past due but not impaired receivables |
|
|
|
Current |
|
503,927 |
1,044,907 |
1 - 3 months |
|
1,189,844 |
720,240 |
4+ months |
|
519,099 |
487,115 |
|
|
|
|
|
|
2,212,870 |
2,252,262 |
Movement in allowance for doubtful debt |
|
|
|
Balance at 31 December |
|
(180,440) |
(8,019) |
Trade receivable balance at 31 December (net of provision) |
|
2,032,430 |
2,244,243 |
Based on prior experience and an assessment of the current economic environment, the directors consider an impairment provision is required against the trade receivables and consider that the carrying value of the Group's trade and other receivables (net of provision) is a reasonable approximation of their fair value.
(ii) Currency risk
The Group conducts its business primarily in Ireland, UK and USA. The Company does not hedge its foreign exchange risk arising on transactions denominated in foreign currencies. This is closely managed with part of the risk being covered by the natural hedge of the non-euro denominated costs and other overheads being paid in local currency.
(iii) Liquidity risk
Liquidity risk refers to the risk that the Group encounters difficulties in meeting its short-term obligations. Liquidity risk is managed by matching the payment and receipt cycle. The following table details the Group's remaining contractual maturity for its liabilities. The table has been drawn up based on contractual undiscounted cash flows of financial instruments based on the earlier of the contractual date or when the Group is expected to receive or (pay). The table includes both interest and principal cash flows.
GROUP
|
|
|
Within 1 |
Between 1 - 5 |
Over 5 |
31 December 2022 |
|
Total |
year |
years |
years |
|
|
€ |
€ |
€ |
€ |
Financial liabilities |
|
4,786,840 |
4,786,840 |
- |
- |
Deferred consideration |
|
1,026,471 |
1,026,471 |
- |
- |
Lease liabilities |
|
144,093 |
62,832 |
81,261 |
- |
Research and development tax credit |
|
107,619 |
107,619 |
- |
- |
Bank loan |
|
12,738,890 |
5,088,890 |
7,650,000 |
- |
|
|
|
|
|
|
|
|
18,803,913 |
11,072,652 |
7,731,261 |
- |
|
|
|
Within 1 |
Between 1 - 5 |
Over 5 |
31 December 2021 |
|
Total |
year |
years |
years |
|
|
€ |
€ |
€ |
€ |
Financial liabilities |
|
3,980,881 |
3,980,881 |
- |
- |
Deferred consideration |
|
1,863,304 |
1,387,272 |
476,032 |
- |
Research and development tax credit |
|
80,082 |
52,894 |
27,188 |
- |
Bank loan |
|
10,872,222 |
847,407 |
10,024,815 |
- |
|
|
|
|
|
|
|
|
16,796,489 |
6,268,454 |
10,528,035 |
- |
COMPANY
|
|
|
Within 1 |
Between 1 - 5 |
Over 5 |
31 December 2022 |
|
Total |
year |
years |
years |
|
|
€ |
€ |
€ |
€ |
Financial liabilities |
|
1,367,198 |
1,367,198 |
- |
- |
Amounts owed to Group Companies |
|
506,581 |
506,581 |
- |
- |
Bank loan |
|
12,650,000 |
5,000,000 |
7,650,000 |
- |
|
|
|
|
|
|
|
|
14,523,779 |
6,873,779 |
7,650,000 |
- |
26. Financial instruments (Continued)
|
|
|
Within 1 |
Between 1 - 5 |
Over 5 |
31 December 2021 |
|
Total |
year |
years |
years |
|
|
€ |
€ |
€ |
€ |
Financial liabilities |
|
721,195 |
721,195 |
- |
- |
Amounts owed to Group Companies |
|
416,191 |
416,191 |
- |
- |
Bank loan |
|
10,650,000 |
714,074 |
9,935,926 |
- |
|
|
|
|
|
|
|
|
11,787,386 |
1,851,460 |
9,935,926 |
- |
Fair values
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Financial instruments whose carrying amount approximate fair value
Management has determined that the carrying amounts of cash and bank balances, trade and other receivables and trade and other payables reasonably approximate their fair values because these are mostly short-term in nature. The fair values of other classes of financial assets and liabilities are disclosed in their respective notes to these financial information.
The analysis of the carrying amounts of the financial instruments of the Group required under IFRS 9 Financial Instruments is as follows:
Financial assets that are debt instruments measured at amortised cost
GROUP
|
|
2022 |
2021 |
|
|
€ |
€ |
|
|
|
|
Trade receivables |
|
2,032,430 |
2,244,243 |
Unbilled receivables |
|
1,835,263 |
3,715,891 |
Cash and cash equivalents |
|
341,590 |
2,353,130 |
Prepayment |
|
173,147 |
354,821 |
Corporation Tax Asset |
|
6,905 |
120,466 |
COMPANY
|
|
2022 |
2021 |
|
|
€ |
€ |
Amounts owed from group companies |
|
6,181,288 |
4,594,598 |
VAT Asset |
|
18,787 |
- |
Accrued income |
|
- |
71,074 |
Prepayment |
|
80,941 |
43,171 |
Corporation Tax Asset |
|
2,567 |
- |
Cash and cash equivalents |
|
82,220 |
584,902 |
Financial liabilities at amortised cost
GROUP
|
|
2022 |
2021 |
|
|
€ |
€ |
Trade payables |
|
749,599 |
781,780 |
Bank loan |
|
12,738,890 |
10,872,222 |
Lease liabilities |
|
144,093 |
- |
Accruals & other payables |
|
1,623,747 |
572,116 |
COMPANY
|
|
2022 |
2021 |
|
|
€ |
€ |
Amounts owed to group companies |
|
506,581 |
416,191 |
Trade payables |
|
422,137 |
471,648 |
Bank loan |
|
12,650,000 |
10,650,000 |
Accruals and other payables |
|
914,913 |
172,605 |
26. Financial instruments (Continued)
Capital management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Group consists of debts, which includes the borrowings and equity attributable to the shareholders, comprising issued capital and reserves.
27. RELATED PARTY TRANSACTIONS
In common with other companies, which are members of a group of companies, the financial information reflects the effect of such membership. The Group is availing of the exemption contained in IAS 24 Related Party Disclosures and is not disclosing its transactions between wholly owned group companies.
There are no related party sales transaction in 2022 (2021: €400,000 excluding VAT relating to sales to Mendreo for software development and consultancy services. One of the directors of Mendreo Limited is a related party to Maurice Healy).
Key management personnel
The directors have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration is respect of these individuals is €737,986 (2021: €522,399).
The amount due to the directors at the statement of financial position date is €Nil (2021: €Nil).
28. SUBSEQUENT EVENTS
Since 31 December 2022, the Company completed a successful fundraising of €1.4m through a subscription of new shares in February 2023.
There have been no other post balance sheet events that have occurred since the financial year end that require disclosure.
29. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the board on 29 June 2023.