FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2023
24 May 2024
PULSAR GROUP PLC
("Pulsar Group", the "Company" or the "Group")
FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2023
Pulsar Group Plc (AIM: PULS), the market leading audience intelligence business delivering Software-as-a-Service ("SaaS") solutions for the global marketing and communications industries, announces its final results for the year ended 30 November 2023.
Highlights
· During 2023, Pulsar Group focussed its efforts in two key areas: the continued advancement of its market leading products including the release of the Group's next generation platform into the APAC region; and further refinement of the Group's operating model to improve EBITDA margins and free cash flow conversion.
· Annualised Recurring Revenue ("ARR") increased by £2.7m1 in the period, demonstrating clear progress in growth momentum across the Group when compared to flat year on year ARR1 in 2022. This growth was underpinned by both improved renewal rates and new business win performance year on year.
· A strong turnaround in ARR performance has been delivered in the APAC region resulting in the first period of ARR growth since the acquisition of Isentia. APAC ARR growth of £1.6m for the year represents a £4.1m1 improvement compared to the prior year where ARR declined by £2.5m1. In the EMEA & NA region, ARR growth for the year was £1.1m.
· Revenue for the year was £62.4 million (2022: £65.7 million), with recurring revenue comprising 95% of total revenue (2022: 93%) as the Group has focussed on winning and delivering profitable, long-term customer contracts.
· The Group delivered Adjusted EBITDA for the year of £7.3 million (2022: £2.3 million). A key focus over the last two years has been to ensure that the Group has a stable and profitable core business as the platform from which to grow. As part of the global integration of the Group over the past two years Pulsar Group headcount has reduced from 1,110 FTE in November 2022 to 940 FTE in March 2024, alongside the delivery of improved renewal rates and growing ARR. Across all regions, management remains focussed on improving margin and cash generation as a priority during 2024.
· New client wins in the EMEA & North America region during the year include Carnival, Colt Technology, the Delegation of the European Union to the United Kingdom, Dentsu, the English Football League, Essar Group, Financial Conduct Authority, GB Railfreight, Guardian Life, Havas, Kraft Heinz, Marie Curie, McCann, National Grid, The National Trust, Ofgem, Save The Children, Tesco, and UK Infrastructure Bank.
· In the APAC region, new features and functionality from the global Pulsar proposition have resulted in a series of win-backs from key competitors. Client wins include Amazon, Hyundai, Mazda, National University of Singapore, Network 10, Uluru Dialogues, Red Cherry, Senate of the Philippines, World Health Organisation and several multi-year contracts across all levels of Government in the region.
· At 30 November 2023, the Group's cash balance was £2.2 million (2022: £4.9 million). Since the period end, the Group has put in place a £3,000,000 debt facility and a £3,000,000 overdraft facility. At 31 March 2024, the Group's net debt position was £1,252,000.
Christopher Satterthwaite, Non-Executive Chairman of Pulsar, commented:
"Pulsar Group's comprehensive audience intelligence solution is at the forefront of innovation in marketing and communications. It has been embraced by leading global agencies who forge strategies for the world's largest brands and organisations.
The growing demand for audience intelligence is undeniable as governments, corporations, brands, and individuals adapt to the pressures of today's communication landscape. Pulsar's technology equips organisations with the insight and engagement strategies they need to effectively navigate these challenges, which have only been heightened by the widespread adoption of Artificial Intelligence in media and social channels.
In 2023, the resonance of the Group's offering has helped to achieve a significant acceleration in ARR growth and improved Adjusted EBITDA margins, overcoming the challenges of a difficult macro-economic environment. The turnaround in the APAC region has been particularly impressive, driven by strong reception of our market-leading products and services among existing, former, and new customers.
The Board is pleased with the progress achieved in 2023 in advancing the Group's product offering and in generating profitable, global ARR growth. We remain confident in the Group's ability to deliver growth, improved margins and cash flow in 2024 and beyond.
1 On a constant currency basis.
For further information:
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Pulsar Group Plc |
020 3426 4070 |
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Joanna Arnold (CEO) Mark Fautley (CFO) |
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Cavendish Capital Markets Limited (Nominated Adviser and Broker) |
020 7220 0500 |
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Corporate Finance: Marc Milmo / Fergus Sullivan |
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Corporate Broking: Sunila de Silva |
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Forward looking statements
This announcement contains forward-looking statements.
These statements appear in a number of places in this announcement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, revenue, financial condition, liquidity, prospects, growth, strategies, new products, the level of product launches and the markets in which we operate.
Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors.
These factors include any adverse change in regulations, unforeseen operational or technical problems, the nature of the competition that we will encounter, wider economic conditions including economic downturns and changes in financial and equity markets. We undertake no obligation publicly to update or revise any forward-looking statements, except as may be required by law.
This announcement contains an extract from the Pulsar Group Plc Annual Report 2023.
Chairman's statement
A volatile geopolitical and macroeconomic climate has been a challenge for the marketing and communications industry in 2023. Marketing and communications professionals have faced an additional challenge with the proliferation of Chat GPT and generative AI, which has impacted national, corporate, brand and individual narratives not least through misinformation and disinformation.
Between navigating the volume of content online and new challenges in detecting the difference between fact and fiction, there has seldom been a more challenging time to be a marcomms professional. Consumers expect both personalisation and authenticity. Without the support of audience insights and an innovative technology toolkit, marketers and communicators can miss the mark in all forms of messaging and content creation. The risk they face is losing connection with the communities they interact with unless they fully understand them.
This time of challenge also presents a major opportunity for brands to stand out in the crowd with authenticity and relevance. Audience intelligence is critical to how marketers and communicators credibly connect with their constituencies. The Pulsar brand has long been highly regarded as the leading technology offering in the growing audience intelligence market, which has driven the rebrand of Access Intelligence to Pulsar Group (the Group).
Pulsar Group continues to support a diverse client base with a wide range of products and services, helping our clients navigate these challenging times. For Government agencies and regulated organisations around the globe, omnichannel audience intelligence is used to identify misinformation and support the rollout of targeted messaging. Major masthead agencies in the US leverage these insights to deliver strategic creative campaigns.
The APAC region has had a particularly strong year, and the Board has been heartened to see how strongly the audience intelligence proposition resonates across Asia, Australia and New Zealand. In this region, we've benefitted from the continued delivery of the product roadmap and an extensive suite of new functionality in Pulsar aimed at the PR and comms practitioner. As a result, we've seen a marked turnaround in constant currency Annualised Recurring Revenue (ARR) performance in APAC from a decline of £2.5m during FY22 to growth of £1.6m in FY23. ARR growth in the region has continued through the first quarter of FY24 and has been underpinned by increasing new customer wins and win-backs alongside higher renewal rates.
ARR is a key metric used by the business and is calculated as the change in the annual value of new business won, plus upsells into our existing customer base, less any customer losses.
In Asia and Australia, new features and functionality from the global Pulsar proposition have resulted in a series of win-backs from key competitors. Client wins include Amazon, Hyundai, Mazda, National University of Singapore, Network 10, Uluru Dialogues, Red Cherry, Senate of the Philippines, World Health Organisation and several multi-year contracts across all levels of Government in the region.
Investment in our broadcast monitoring capabilities across the APAC region has paid off, with several win-backs commenting on superior performance from our AI-driven innovation as one of the reasons for their return. Our award-winning broadcast monitoring capabilities have now been fully replicated across South-East Asia, and integrated into our product offering for greater global consistency and customer satisfaction.
Whilst the ubiquity of generative AI makes the audience intelligence value proposition more essential, the global economic headwinds have impacted non-recurring campaign revenue during the year. We've seen pressure on marketing budgets for small and midsize businesses, and in agencies in certain territories. While we still consider this to be a valuable market segment longer term, in the current economic climate we have focused investment on the territories and activities that promise the certainty of long-term ARR contracts over short- term non-recurring revenue.
The EMEA and North America region has continued to deliver growth with ARR increasing by £1.1m during the year alongside an improvement in margins. Performance in Europe has remained on track whilst the previously reported slowdown in decision making at the enterprise level in North America continued. Nonetheless we
have developed a healthy pipeline of opportunities and leading global agencies including Havas and McCann have now adopted our combined audience intelligence proposition. We've also seen an acceleration in ARR growth in the region during the first quarter of FY24 with a number of opportunities from the North America pipeline closing.
Across EMEA and North America significant client wins include Carnival, Colt Technology, the Delegation of the European Union to the United Kingdom, Dentsu, the English Football League, Essar Group, Financial Conduct Authority, GB Railfreight, Guardian Life, Havas, Kraft Heinz, Marie Curie, McCann, National Grid, The National Trust, Ofgem, Save The Children, Tesco, and UK Infrastructure Bank.
Increasing capabilities through global efficiencies
Business transformation has moved at a rapid pace this year, with the Group now benefitting from the completion of multiple strategic initiatives to integrate global teams and support more efficient ways of working. In some territories, we have been able to leverage our global teams to provide in-house client services, whilst continuing to automate data aggregation and enrichment globally.
Successful transformation projects such as integrating the APAC region onto the Group's CRM and finance systems, the migration of EMEA team members to Google Workspace and the launch of a new HRIS system globally have provided strong foundations for employees across the globe to work cohesively together. The strong progress made in integrating systems and processes has given us the right benchmarks to drive continuous performance improvement and encourage our teams to innovate at pace.
A key focus over the last two years has been to ensure that the Group has a stable and profitable core business as the platform from which to grow. As part of the global integration of the Group over the past two years we have reduced headcount from 1,110 FTE in November 2022 to 940 FTE by March 2024 alongside the delivery of improved renewal rates and growing ARR. Whilst the FTE reduction has resulted in significant restructuring and non-recurring costs during the year, it has supported an improvement in Adjusted EBITDA from £2.3m in FY22 to £7.3m in FY23.
Product development at pace
We have made significant progress on our strategic product objectives with the introduction of Pulsar 3.0 in Q3. Pulsar is now a fully integrated media, social and audience intelligence platform offering universal access to all forms of data about public opinion globally. We have made particular progress in APAC with the integration of proprietary data streams from TV, radio, podcasts and print news, as well as introducing new global social data partnerships.
We have introduced multiple comms-specific solutions to the platform, including a global media contacts database and distribution product (Pulsar CONTACTS), a global instant search product (Pulsar SEARCH) as well as a mobile app, advanced coverage reports, syndication detection, smart instant alerts and the ability to customise AI data enrichment around client's specific use case and industries.
As access to data broadens, we are introducing AI solutions to help users tackle complex questions across hundreds of languages, multiple media formats and audiences. AI Summarisation helps detect key narratives and provide context for any data point in the product. AI Co-pilot helps customers create complex queries in seconds. AI Lenses automatically benchmarks a brand or an influential voice against a set of values or attributes to assess brand affinity. AI Voice provides a much-needed view into how Large Language Models (LLMs) are portraying a brand or an issue of public opinion.
We continue to invest in generative AI as we see the potential of LLMs to reinvent media, social, and audience intelligence products. LLMs enable the creation of conversational interfaces that push data in the background and will help us broaden the adoption of our intelligence products to non-technical and dataliterate teams in any organisation.
At the same time, we continue to leverage our expertise in advanced machine learning for natural language processing, image analysis and speech-to-text, which is increasingly seen as complementary to generative AI and positions the Group at the forefront of the business intelligence space.
The new and ongoing innovation efforts at Pulsar support our Audience Intelligence strategy by providing a deep understanding of the context behind public conversations. Our proprietary Media Graph maps the relationships between voices, outlets and topics within the news space and already powers our media database solution. A further layer of insight is added with our Audience Graph which shows how the general public engages with journalists, outlets and public opinion.
A good example of this dynamic is our new Pulsar NARRATIVES product which is an AI solution designed to detect narratives in media and social conversation and map their evolution over time. NARRATIVES uses NLP-based clustering for precision and generative AI for summarisation and contextual enrichment providing an instant search experience similar to the simplicity and speed of a web search.
We believe these innovations are going to be transformative for both the PR and marketing industries because in an environment where any individual or group, friendly or malign can have a voice and build an audience, being relevant and distinctive have become survival strategies, not just best-practices. Knowing your audience is the only way to stay secure and relevant.
Supporting our clients to navigate a fragmented world
We help our clients make data-driven decisions on how best to reach audiences, with messages that matter
to them. We provide our clients with the voices of the communities that are actively shaping the narrative in which they seek or are forced to participate.
As the online marketplace becomes fragmented, our focus is to understand audiences by the interests, opinions and behaviours they openly share in an increasing number of public spaces and communities. Our insights are linked to audience data that is aggregated and anonymised, with recommendations that speak to audiences at scale.
Our research and insights services help our clients understand public opinions across issues including energy transition, trust in government institutions, perceptions on the impact industry regulators have on public services and the prevalence of misleading health information online. Our clients include public service providers such as NHS England and ministerial departments such as DCMS and MoJ who use our insights to inform policy decision making and guide communications.
Diversity and inclusion sit at the very heart of the audience intelligence proposition provided to clients and industry partners to deepen their understanding of their audiences. This approach is exemplified by the work we completed this year in identifying prominent misinformation narratives and media bias ahead of The Voice referendum in Australia.
Across the Group, we have an impressive track record in demonstrating the real-world impact that media representation has on diverse communities. This year, we've continued our landmark public research partnership with Sport New Zealand into women's participation in sports, and we've begun a similar project with the Victorian Government, creating benchmarks that are proven to change social behaviour.
We have built a considerable body of work in media representation research, including work with Women in Media and Media Diversity Australia to highlight gender and ethnic diversity in the Australian media landscape. This year, we're also working with the Stella Prize literary award on their audit of media for the space given to women and non-binary authors.
Current trading
ARR growth has accelerated during the first four months of FY24 with growth in excess of £1.3m for the period compared to £0.7m for the comparative period in FY23. Both the APAC and the EMEA and North America regions have delivered increased ARR growth to support this acceleration. Group renewal rates have significantly improved year on year in addition to a number of blue-chip global customer wins and win- backs during the period.
A particular highlight year to date has been a major international advertising agency network not only renewing their contract early but also putting in place a multi-year contract to expand the service they take from their North American and UK offices, to all of their global regions, increasing the ARR of their contract by over 200%.
New clients during the first four months for FY24 include Alpine Racing, Ambulance Victoria, Coty, Electronic Arts, Insurance Council of Australia, Medicines New Zealand, Next, Reckitt Benckiser, Securities Commission Malaysia, Unilever and Universities Australia.
Overall, we are pleased with the growth delivered during the first four months and continue to trade in line with the Board's expectations.
In summary
The Group's results for 2023 highlight the continued progress that has been made with the integration and transformation of Isentia. The ongoing delivery of the Group's product roadmap has supported a significant turnaround in ARR performance in the APAC region year on year whilst the completion of several global integration and transformation projects has enabled the Group to establish a stable and profitable core business from which to grow in all serviced regions.
There is no doubt that demand for audience intelligence is growing as governments, corporations, brands and individuals adapt to the constant pressure of today's communication environment. The Pulsar platform provides our clients with insight and engagement strategies to help navigate these challenges heightened by the widescale adoption of AI in media and social channels. Geo-political and macro-economic trends in 2023 have been a challenge in the marketing and communication industries. However, with the level of innovation and personal commitment of our teams, the Board is encouraged by the progress being made in 2023 and the start of 2024.
Christopher Satterthwaite CBE
Chairman
Strategic report (Extract)
Results
During 2023, Pulsar Group focussed its efforts in two key areas: the continued advancement of its market leading products including the release of the Group's next generation platform into the APAC region; and further refinement of the Group's operating model to improve EBITDA margins and free cash flow conversion.
One of the key financial metrics monitored by the Board is the change in the Group's Annualised Recurring Revenue ('ARR') base year-on-year. The change in ARR base reflects the annual value of new business won, plus upsells into our existing customer base, less any customer losses. It is an important metric for the Group as it is a leading indicator of future revenue. The Group's constant currency ARR increased by £2.7m in the period, demonstrating clear progress in growth momentum across the Group when compared to flat year on year ARR in 2022. This growth was underpinned by both improved renewal rates and new business win performance year on year.
Each region within the Group contributed to the ARR growth, with a strong turnaround being delivered in APAC where the first ARR growth has been delivered since the acquisition of Isentia. The APAC ARR growth of £1.6m for the year represents a £4.1m improvement in performance compared to the prior year where APAC ARR declined by £2.5m.
Performance in Europe continues to remain on track with ARR and margin both increasing year on year. The previously reported slowdown in decision making at the enterprise level in North America has continued albeit a healthy pipeline of opportunities continues to be developed in this market and a number of leading global agencies have adopted our combined audience intelligence proposition during the year. Overall ARR growth in the EMEA & NA region for the year was £1.1m.
|
ARR |
FY21 |
FY22 Change |
FY22 |
FY23 Change |
FY23 |
|
EMEA & North America (Constant Currency) |
£26.9m |
+£2.5m |
£29.4m |
+£1.1m |
£30.5m |
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EMEA & North America (Reported) |
£26.9m |
+£2.5m |
£29.4m |
+£1.1m |
£30.5m |
|
APAC (Constant Currency) |
£31.7m |
-£2.5m |
£29.2m |
+1.6m |
£30.8m |
|
APAC (Reported) |
£32.0m |
-£1.4m |
£30.6m |
+0.2m |
£30.8m |
|
Group (Constant Currency) |
£58.6m |
+£0.0m |
£58.6m |
+£2.7m |
£61.3m |
|
Group (Reported) |
£58.9m |
+1.10m |
£60.0m |
+£1.3m |
£61.3m |
The Group's audience intelligence proposition is resonating well where the combination of global media monitoring and world class social listening has secured major new wins. In addition the Group has seen a number of very encouraging winbacks from competitors in the period as customers that had left Isentia prior to its acquisition by Pulsar Group have now returned to benefit from the Group's market-leading technology and services.
Revenue in the year was £62,402,000 (2022: £65,710,000). Recurring revenue comprised 95% of the total (2022: 93%), with sales teams incentivised to focus on high contribution SaaS products. The Group had an adjusted profit before interest, tax, depreciation and amortisation (Adjusted EBITDA) for the year of £7,263,000 (2022: £2,327,000).
The Directors believe that the disclosure of Adjusted EBITDA provides additional useful information on the core operational performance of the Group and its ongoing cost base to shareholders, and review the results of the Group on an adjusted basis internally. It is an important metric as it provides clear guidance on the on going long-term cost base and profitability of the Group. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.
Adjustments are made in respect of the Group's:
· Non-recurring administrative expenses;
· Share of profit or loss of associates; and
· Share-based payment charges.
Adjusted EBITDA excludes non-recurring administrative expenses of £8,988,000 (2022: £1,215,000), a share of loss of associate of £198,000 (2022: £254,000), and a share-based payments charge of £915,000 (2022: £1,121,000).
Non-recurring administrative expenses include costs incurred in relation to the migration and integration of Isentia and associated restructuring costs. Between November 2022 and March 2024, Group FTE reduced from 1,110 to 940 as a result of the global integration and restructuring of the business. Non-recurring salary costs for the year were £7,231,000 (2022: £3,715,000) which includes the year to date costs and redundancy costs of roles that either exited during 2023 or which were identified to exit during 2024, primarily during the first quarter. Non-recurring salary costs also includes the cost of specific roles hired to deliver the global integration of the business and which are not considered to be required longer term. In addition to non-recurring salary costs, the Group incurred £1,888,000 (2022: £Nil) of duplicated technology costs as it built out key functionality across multiple platforms which is expected to scale back down during 2025. Non-recurring copyright related expense for the year was £528,000 (2022: income £2,703,000). The Group also had other non-recurring expenses of £320,000 (2022: £203,000) and the release of a business rates overprovision generated a non-recurring income of £980,000 (2022: £Nil).
The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) loss for the year was £2,838,000 (2022: loss of £263,000). EBITDA is an important metric as it provides guidance on the financial performance of the Group including non-recurring costs incurred. Loss before taxation was £10,833,000 (2022: £7,488,000). In arriving at the loss before taxation, the Group has incurred £241,000 of net financial expense (2022: £281,000) and charged £7,754,000 in depreciation and amortisation (2022: £6,944,000). £2,065,000 of this charge related to the amortisation of intangible assets arising on acquisition (2022: £2,312,000).
Loss per share
The basic loss per share was 9.09p (2022: 1.38p).
Cash
Cash at the year end stood at £2,248,000 (2022: £4,922,000). The Group had Nil debt at the year end (2022: £Nil). The total decrease in cash and cash equivalents during the year was £2,674,000 (2022: increase of £8,534,000). The net cash inflow from operations during the year was £8,557,000 (2022: inflow of £2,467,000).
The net cash outflow from investing activities for the year was £9,072,000 (2022: outflow of £8,538,000), reflecting the increased investment in the Group's products and in the prior year the acquisition of Isentia and a further investment in an associate entity.
The net cash outflow from financing activities for the year was £2,041,000 (2022: outflow of £2,632,000), reflecting investment in sales and marketing, plus interest and lease liability repayments in respect of the Group's head office.
At the year end the Group had no bank borrowings or overdrafts. Since the period end, the Group has put in place a £3,000,000 overdraft facility and a £3,000,000 loan facility. At 31 March 2024, the Group's net debt position was £1,252,000.
Key performance indicators
Management accounts are prepared on a monthly basis and provide performance indicators covering revenue, gross margins, EBITDA, result before tax, result after tax, cash balances and recurring revenue. Recurring revenue is the proportion of Group revenue which is expected to continue in the future. The key performance indicators for the year are:
|
£'m |
2023 |
2022 |
|
Annual Contract Value base |
61.3 |
60.0 |
|
Revenue |
62.4 |
65.7 |
|
Gross margin (%) |
74% |
76% |
|
Adjusted EBITDA |
7.3 |
2.3 |
|
EBITDA loss |
(2.8) |
(0.3) |
|
Loss before taxation |
(10.8) |
(7.5) |
|
Loss after taxation |
(7.9) |
(4.2) |
|
Cash |
2.2 |
4.9 |
|
Recurring revenue |
59.5 |
61.0 |
These performance indicators are measured against both an approved budget and the previous year's actual results. Further analysis of the Group's performance is provided earlier in this Strategic Report.
Each month the Board assesses the performance of the Group based on key performance indicators. These are used in conjunction with the controls described in the corporate governance statement and relate to a wide variety of aspects of the business, including: new business and renewal sales performance; marketing, development and research activity; year to date financial performance, profitability forecasting and cash flow forecasting.
Consolidated Statement of Comprehensive Income
Year ended 30 November 2023
|
|
|
2023 |
2022 |
|
|
Note |
£'000 |
£'000 |
|
|
|
|
|
|
Revenue |
3 |
62,402 |
65,710 |
|
Cost of sales |
|
(16,340) |
(15,915) |
|
Gross profit |
|
46,062 |
49,795 |
|
Recurring administrative expenses |
|
(38,799) |
(47,468) |
|
Adjusted EBITDA |
|
7,263 |
2,327 |
|
Non-recurring administrative expenses |
5 |
(8,988) |
(1,215) |
|
Share of loss of associate |
11 |
(198) |
(254) |
|
Share-based payments |
21 |
(915) |
(1,121) |
|
EBITDA |
|
(2,838) |
(263) |
|
Depreciation of tangible fixed assets |
12 |
(524) |
(747) |
|
Depreciation of right-of-use assets |
15 |
(1,526) |
(2,140) |
|
Amortisation of intangible assets - internally generated |
10 |
(3,639) |
(1,745) |
|
Amortisation of intangible assets - acquisition related |
10 |
(2,065) |
(2,312) |
|
Operating loss |
5 |
(10,592) |
(7,207) |
|
Financial income |
|
12 |
14 |
|
Financial expense |
7 |
(253) |
(295) |
|
Loss before taxation |
|
(10,833) |
(7,488) |
|
Taxation credit |
8 |
2,931 |
3,295 |
|
Loss for the year |
|
(7,902) |
(4,193) |
|
|
|
|
|
|
Other comprehensive (loss)/income |
|
|
|
|
Exchange (losses)/gains arising on translation of foreign operations |
|
(3,701) |
2,427 |
|
Total comprehensive loss for the period attributable to the owners of the Parent Company |
(11,603) |
(1,766) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
2023 |
2022 |
|
Basic loss per share |
9 |
(9.09p) |
(1.38)p |
|
Diluted loss per share |
9 |
(9.09p) |
(1.38)p |
|
Consolidated Statement of Financial Position At 30 November 2023
|
|
2023 |
Restated 2022 |
|
|
Note |
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
Intangible assets |
10 |
68,621 |
69,269 |
|
Investment in associate |
11 |
264 |
462 |
|
Right-of-use assets |
15 |
2,190 |
1,896 |
|
Property, plant and equipment |
12 |
793 |
861 |
|
Deferred tax asset |
19 |
6,808 |
4,345 |
|
Total non-current assets |
|
78,676 |
76,833 |
|
Current assets |
|
|
|
|
Trade and other receivables |
13,26 |
9,765 |
10,896 |
|
Current tax receivables |
|
- |
1,025 |
|
Cash and cash equivalents |
22 |
2,248 |
4,922 |
|
Total current assets |
|
12,013 |
16,843 |
|
Total assets |
|
90,689 |
93,676 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
14 |
13,533 |
8,945 |
|
Accruals |
|
4,311 |
4,946 |
|
Contract liabilities |
16,26 |
15,031 |
11,019 |
|
Current tax liabilities |
|
148 |
- |
|
Provisions |
23 |
217 |
- |
|
Lease liabilities |
15 |
1,300 |
1,610 |
|
Total current liabilities |
|
34,540 |
26,520 |
|
Non-current liabilities |
|
|
|
|
Provisions |
23 |
173 |
471 |
|
Lease liabilities |
15 |
1,233 |
907 |
|
Deferred tax liabilities |
19 |
5,057 |
5,404 |
|
Total non-current liabilities |
|
6,463 |
6,782 |
|
Total liabilities |
|
41,003 |
33,302 |
|
Net assets |
|
49,686 |
60,374 |
|
Equity |
|
|
|
|
Share capital |
20 |
6,526 |
6,526 |
|
Treasury shares |
|
(141) |
(141) |
|
Share premium account |
|
74,424 |
74,424 |
|
Capital redemption reserve |
|
395 |
395 |
|
Share option reserve |
|
2,937 |
2,022 |
|
Foreign exchange reserve |
|
(965) |
2,736 |
|
Other reserve |
|
502 |
502 |
|
Retained earnings |
|
(33,992) |
(26,090) |
|
Total equity attributable to the equity holders of the Parent Company |
|
49,686 |
60,374 |
Deferred income and trade debtors have been restated see Note 26 of the financial statements.
Consolidated Statement of Changes in Equity
Year ended 30 November 2023
|
Group
|
Share capital £'000
|
Treasury shares £'000
|
Share premium account £'000
|
Capital redemption reserve £'000
|
Share option reserve £'000
|
Foreign exchange reserve £'000
|
Other reserve £'000
|
Retained earnings £'000
|
Total £'000
|
|
At 30 November 2021 |
6,528 |
(148) |
74,419 |
395 |
901 |
309 |
502 |
(21,897) |
61,009 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
(4,193) |
(4,193) |
|
Other comprehensive income for the year |
- |
- |
- |
- |
- |
2,427 |
- |
- |
2,427 |
|
Issue of Share Capital |
(2) |
7 |
5 |
- |
- |
- |
- |
- |
10 |
|
Share-based payments |
- |
- |
- |
- |
1,121 |
|
- |
- |
1,121 |
|
At 30 November 2022 |
6,526 |
(141) |
74,424 |
395 |
2,022 |
2,736 |
502 |
(26,090) |
60,374 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
(7,902) |
(7,902) |
|
Other comprehensive income for the year |
- |
- |
- |
- |
- |
(3,701) |
- |
- |
(3,701) |
|
Issue of Share Capital |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Share-based payments |
- |
- |
- |
- |
915 |
|
- |
- |
915 |
|
At 30 November 2023 |
6,526 |
(141) |
74,424 |
395 |
2,937 |
(965) |
502 |
(33,992) |
49,686 |
Share capital and share premium account
When shares are issued, the nominal value of the shares is credited to the share capital reserve. Any premium paid above the nominal value is taken to the share premium account. Pulsar Group plc shares have a nominal value of 5p per share. Directly attributable transaction costs associated with the issue of equity investments are accounted for as a reduction from the share premium account.
Treasury shares
The returned shares are held in treasury and attract no voting rights. The return of shares has been accounted for in accordance with IAS 32 'Financial instruments: Presentation' such that the instruments have been deducted from equity with no gain or loss recognised in profit or loss. The balance on this reserve represents the cost to the Group of the treasury shares held.
Share option reserve
This reserve arises as a result of amounts being recognised in the consolidated statement of comprehensive income relating to share-based payment transactions granted under the Group's share option scheme. The reserve will fall as share options vest and are exercised over the life of the options.
Capital redemption reserve
This reserve arises as a result of keeping with the doctrine of capital maintenance when the Company purchases and redeems its own shares. The amounts transferred into/out from this reserve from a purchase/ redemption is equal to the amount by which share capital has been reduced/increased, when the purchase/ redemption has been financed wholly out of distributable profits, and is the amount by which the nominal value exceeds the proceeds of any new issue of share capital, when the purchase/redemption has been financed partly out of distributable profits.
Foreign exchange reserve
This reserve comprises of gains and losses arising on retranslating the net assets of overseas operations into sterling.
Other reserve
This reserve arises as a result of the difference between the fair value and the nominal value of consideration shares issued on acquisition for which merger relief is taken under S612 of the Companies Act 2006.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business. Where subsidiary undertakings are acquired, only profits and losses arising from the date of acquisition are included.
Consolidated statement of cash flow
Year ended 30 November 2023
|
|
Note |
2023 £'000 |
Restated 2022 £'000 |
|
Loss for the year |
|
(7,902) |
(4,193) |
|
Adjusted for: |
|
|
|
|
Taxation |
8 |
(2,931) |
(3,295) |
|
Financial expense |
7 |
253 |
295 |
|
Financial income |
|
(12) |
(14) |
|
Depreciation and amortisation |
10,12,15 |
7,753 |
6,943 |
|
Share based payments |
|
915 |
1,121 |
|
Share of loss of associate |
11 |
198 |
254 |
|
Operating cash (outflow)/ inflow before changes in working capital |
|
(1,726) |
1,111 |
|
Increase in trade and other receivables |
|
1,131 |
2,799 |
|
Increase in trade and other payables |
|
4,584 |
1,351 |
|
Decrease in accruals |
|
(635) |
(1,942) |
|
Increase/(decrease) in contract liabilities |
|
4,012 |
(1,125) |
|
Decrease in provisions |
|
(81) |
(438) |
|
Net cash inflow from operations before taxation |
|
7,285 |
1,756 |
|
Taxation received |
|
1,272 |
711 |
|
Net cash inflow from operations |
|
8,557 |
2,467 |
|
Cash flows from investing Interest received |
|
12 |
14 |
|
Acquisition of property, plant and equipment |
12 |
(509) |
(506) |
|
Acquisition of intangible assets |
10 |
(8,575) |
(8,046) |
|
Net cash outflow from investing |
|
(9,072) |
(8,538) |
|
Cash flows from financing |
|
|
|
|
Interest paid |
|
(241) |
(286) |
|
Lease liabilities paid |
20 |
(1,800) |
(2,356) |
|
Issue of shares |
|
- |
10 |
|
Net cash outflow from financing |
|
(2,041) |
(2,632) |
|
Net decrease in cash and cash equivalents |
|
(2,556) |
(8,703) |
|
Opening cash and cash equivalents |
22 |
4,922 |
13,456 |
|
Exchange (losses)/gains on cash and cash equivalents |
|
(118) |
169 |
|
Closing cash and cash equivalents |
22 |
2,248 |
4,922 |
Deferred income and trade debtors have been restated see Note 26 of the financial statements.
Notes to the Consolidated Financial Statements
1. General Information
Pulsar Group Plc ('the Company') (formerly Access Intelligence PLC) and its subsidiaries (together the 'Group') provides advanced tools and human insight to give brands, agencies and organisations the power to anticipate, react and adapt.
The Company is a public limited company under the Companies Act 2006 and is listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the Company's registered office is provided in the Directors and Advisers page of this Annual Report.
In May 2024 the Group rebranded from Access Intelligence Plc to Pulsar Group Plc. The Pulsar brand has long been highly regarded as the leading technology offering in the growing audience intelligence market, which has driven the rebrand.
The financial information set out in this document does not constitute the Group's statutory accounts for the years ended 30 November 2022 or 2023. Statutory accounts for the years ended 30 November 2022 and 30 November 2023, which were approved by the Directors on 23 May 2024, have been reported on by the Independent Auditors. The Independent Auditor's Reports on the Annual Report and Financial Statements for each of 2022 and 2023 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
Statutory accounts for the year ended 30 November 2022 have been filed with the Registrar of Companies. The statutory accounts for the year ended 30 November 2023 will be delivered to the Registrar of Companies in due course and will be posted to shareholders shortly, and thereafter will be available from the Company's registered office at The Johnson Building, 79 Hatton Garden, London EC1N 8AW and from the Company's website: www.pulsargroup.com
The financial information set out in these results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations in conformity with the requirements of the Companies Act 2006. The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 30 November 2023, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 December 2021. There are deemed to be no new standards, amendments and interpretations to existing standards, which have been adopted by the Group, that have had a material impact on the financial statements.
2. Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention and on a going concern basis.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.
Going concern
The Strategic Report and opening pages to the annual report discuss Pulsar Group's business activities and headline results, together with the financial statements and notes which detail the results for the year, net current liability position and cash flows for the year ended 30 November 2023.
The Board has further considered three year financial forecasts, which included detailed, sensitised, 19-month cash flow forecasts from the date of signing the accounts. The sensitised forecasts contained adverse assumptions around new business and upsell being reduced by 15% and renewal rates also decreasing by 3 percentage points compared to expected levels, whilst additional cost reduction initiatives were not assumed. These adverse assumptions have been modelled and, if they were to crystallise, the forecasts confirm that the Group would still be able to continue to operate for at least 12 months from the date of this report. The Board considers the assumptions and plausible downside scenarios that have been modelled to test going concern to be reasonable and reflective of the long-term 'software as a service' contracts and contracted recurring revenue.
The Group meets its day to day working capital requirements through its cash balance which was £2,248,000 at 30 November 2023. It did not have a debt facility or bank overdraft at the year end but during 2024 has entered into a £3,000,000 overdraft facility and a £3,000,000 loan facility which are both in place at the date of signing the accounts. The £3,000,000 debt facility is in place for a period of 18 months whilst the overdraft is repayable on demand.
As at the date of this report, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Significant judgements in applying the Group's accounting policies
The areas where the Board has made critical judgements in applying the Group's accounting policies (apart from those involving estimations which are dealt with separately below) are:
A) Recognition of deferred tax assets
Judgement is applied in the assessment of deferred tax assets in relation to losses to be recognised in the financial statements. As the Board has forecasted a taxable profit in APAC in the next two years, a deferred tax asset in excess of deferred tax liabilities has been recognised in respect of this region. No deferred tax asset in excess of deferred tax liabilities has been recognised in respect of the EMEA region. At 30 November 2023, the Group recognised a deferred tax asset of £6,808,000 (2022: £4,345,000) and a deferred tax liability of £5,057,000 (2022: £5,404,000). See Note 19 for further detail.
B) Capitalisation of development costs
Management applies judgement when determining the value of development costs to be capitalised as an intangible asset in respect of its product development programme. Judgements include the technical feasibility, intention and availability of resources to complete the intangible asset so that the asset will be available for use or sale and assessment of likely future economic benefits. During the year, the Group capitalised £8,498,000 (2022: £7,986,000) of development costs. See Note 10 for further detail.
C) Identification of cash generating units for goodwill impairment testing
Judgement is applied in the identification of cash-generating units ("CGUs"). The Directors have judged that the primary CGUs used for impairment testing should be: EMEA & NA, comprising AIMediaData Limited, Access Intelligence Media and Communications Limited, ResponseSource Ltd, Vuelio Australia Pty Limited, Fenix Media Limited and Face US Inc; and APAC, comprising the acquired Isentia entities. See Note 10 for further detail.
D) Non-recurring administrative expenses
Due to the Group's activity in recent years, there are a number of items which require judgement to be applied in determining whether they are non-recurring in nature. In the current year these relate largely to: restructuring costs, duplicate software costs and non-recurring business rates. See Note 5 for further detail.
E) Control of associates
The Group holds a 21.4% stake in Track Record Holdings Limited. Management has applied judgement in assessing that the Group has significant influence over this Company and it is therefore appropriate to treat Track Record Holdings Limited as an associate. On the basis that the Group has appointed a director to the board of Track Record Holdings Limited, it has been assessed that the Group has significant influence but not control over the Company and therefore it is appropriate to treat Track Record Holdings Limited as an associate.
Significant estimates in applying the Group's accounting policies
The areas where the Board has made significant estimates and assumptions in applying the Group's accounting policies which could have a material impact on the financial statements are:
A) Carrying value of goodwill
The Group uses forecast cash flow information and estimates of future growth to assess whether goodwill is impaired. Key assumptions include the EBITDA margin allocated to each CGU, the growth rate to perpetuity and the discount rate. If the results of an operation in future years are adverse to the estimates used for impairment testing, impairment may be triggered at that point. Further details, including sensitivity testing, are included within Note 10.
B) Time spent on capitalisable activities
The determination of the value of capitalised development costs associated with employee salaries and related expenses is based on an estimation of the time allocated by employees to activities that fulfil the criteria specified in IAS 38.
New standards and interpretations
The adoption of the following mentioned amendments in the current year have not had a material impact on the Group's/Company's financial statements.
· Amendments to IFRS 3 : Reference to the Conceptual Framework (1 January 2022)
· Amendments to IAS 16 : Proceeds before Intended Use (1 January 2022)
· Amendments to IAS 37 : Onerous Contracts - Cost of Fulfilling a Contract (1 January 2022)
· Annual Improvements to IFRS Standards 20182020 (1 January 2022)
· IFRS 17 Insurance Contracts (Amendment): Initial Application of IFRS 17 and IFRS 9 - Comparative Information
· IFRS 17 Insurance Contracts and Amendments to IFRS 17
· Amendments to IAS 1 and IFRS Practice Statement 2 : Disclosure of Accounting Policies (1 January 2023)
· Amendments to IAS 8 : Definition of Accounting Estimates (1 January 2023)
· Amendments to IAS 12 : Deferred Tax related to Assets and Liabilities arising from a Single Transaction (1 January 2023)
New standards, amendments and interpretations issued but not yet effective
At the date of authorisation of the financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:
· Amendments to IAS 1 : Classification of liabilities as current or non-current (1 January 2024)
· Amendments to IFRS 16 : Lease Liability in a Sale and Leaseback (1 January 2024)
· Amendments to IAS 1 : Non-current Liabilities with Covenants (1 January 2024)
These Standards and amendments are effective from accounting periods beginning on or after the dates shown above. The directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial year they become effective.
Basis of consolidation
The Group financial statements comprise the financial statements of the Company and all of its subsidiary undertakings made up to the financial year end. Subsidiaries are entities that are controlled by the Group. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The results of subsidiary undertakings acquired or disposed of in the year are included in the Group statement of comprehensive income from the effective date of acquisition or to the effective date of disposal. Accounting policies are consistently applied throughout the Group. Inter-company balances and transactions have been eliminated. Material profits from intercompany sales, to the extent that they are not yet realised outside the Group, have also been eliminated.
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost.
Under the equity method of accounting, the Group's investments in associates are initially recognised at cost and adjusted thereafter to recognise the Group's share of post-acquisition profits and losses and other comprehensive income in the consolidated statement of profit and loss and other comprehensive income.
Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
Foreign currency translation
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.
Exchange differences arising on translating the opening net assets at opening rate and the results of over-
seas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are charged to the consolidated statement of comprehensive income.
Business combinations
In accordance with IFRS 3 "Business Combinations", the fair value of consideration paid for a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control.
The assets, liabilities and contingent liabilities of the acquired entity are measured at fair value as at the acquisition date. When the initial accounting for a business combination is determined, it is done so on a provisional basis with any adjustments to these provisional values made within 12 months of the acquisition date and are effective as at the acquisition date.
Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrues the fair value of the additional consideration payable as a liability at acquisition date. This amount is reassessed at each subsequent reporting date with any adjustments recognised in the consolidated statement of comprehensive income.
Transaction costs are expensed to the statement of comprehensive income as incurred. Acquisition-related employment costs are accrued over the period in which the related services are received and are recorded as exceptional costs.
Revenue
Revenue represents the amounts derived from the provision of services, stated net of Value Added Tax. The methodology applied to income recognition is dependent upon the services being supplied.
In respect of income relating to annual or multi-year service contracts and/or hosted services which are invoiced in advance, it is the Group's policy to recognise revenue on a straight-line basis over the period of the contract. This is considered a faithful depiction of the transfer of services to the customer because they are provided access to the Group's software for the duration of the contract period. The full value of each sale is credited to contract liabilities when invoiced to be released to the statement of comprehensive income in equal instalments over the contract period.
During the course of a customer's relationship with the Group, their system may be upgraded. These upgrades can be separated into two distinct types:
· Specific upgrades, i.e. moving from an old legacy system to one of the Group's latest products. This would require the migration of the customer's data from the old system and the set-up of their new system; and
· Non-specific upgrades, i.e. enhancements to customers' systems as a result of internal development effort to improve the stability or functionality of the platform for all customers.
Customers do not have a contractual right to non-specific upgrades and therefore, the provision of these non-specific upgrades are accounted for as part of the related service contract as explained above.
For specific upgrades, customers are required to purchase these separately through signing a new contract which sets out the one-off professional service fee for the upgrade to cover migration costs and any increase in their annual subscription fee. The provision of this specific upgrade is therefore, accounted for as a separate service contract as explained above.
The Group does not have any further obligations that it would have to provide for under the subscription arrangements.
In respect of income derived from the provision of research and insights projects, which are based on fixed price contracts with specified performance obligations and for which customers are invoiced based on a payment schedule over the term of the contract, it is the Group's policy to recognise revenue to reflect the benefit received by the customer. The proportion of revenue recognised is based on the output method using milestones completed, such as the delivery of insight reports to a customer.
The Group does not have any further obligations that it would have to provide for under its arrangements for
provision of research and insights projects.
Cost of sales
Cost of sales comprises third party costs directly related to the provision of services to customers.
Non-IFRS Key performance indicators
The Group uses EBITDA and Adjusted EBITDA as the Directors believe the disclosure provides additional information on the core operational performance of the Group. For more information and definition, please the Strategic Report within the annual report.
Leases
All leases are now considered under IFRS 16. A right of use asset and lease liability are recognised in the
Consolidated Statement of Financial Position. The right of use asset is amortised on a straight-line basis to the consolidated statement of comprehensive income. Lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. The interest expense is recognised in the consolidated statement of comprehensive income. Where leases are modified the right of use asset and lease liability are remeasured at the date of modification to account for the modification.
Finance income and finance expenses
Finance income and finance expenses are recognised in profit or loss as they accrue, using the effective interest method. Finance income relates to interest income on the Group's bank account balances.
Interest payable comprises interest payable or finance charges on loans classified as liabilities.
Dividend distributions
Dividend distributions are recognised as transactions with owners on payment when liability to pay is established.
Intangible assets - Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent liabilities
acquired. Identifiable intangible assets are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is allocated to cash generating units and is not amortised but is tested annually for impairment.
If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.
Intangible assets - research and development expenditure
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
· the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
· its intention to complete and its ability and intention to use or sell the asset;
· how the asset will generate future economic benefits;
· the availability of resources to complete the asset; and
· the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses.
Amortisation of the asset begins from the date development is complete and the asset is available for use, which may be before first sale. It is amortised over the period of expected future benefit. Amortisation
is charged to the consolidated statement of comprehensive income. During the period of development, the asset is tested for impairment annually.
In 2023 there were twenty-three (2022: Thirty-one) capitalised development projects. The projects undertaken in the current and prior year relate to the development of new functionality within the Vuelio and Pulsar platforms. The directors assessed the capitalisation criteria of its internally generated material intangible assets through a review of the output of the work performed, the specific costs proposed for capitalisation, the likely completion of the work and the likely future benefits to be generated from the work. The directors assess the useful life of the completed capitalised development projects to be five years from the date of the first sale or when benefits begin to be realised and amortisation will begin at that time.
Intangible assets - database
On acquisition of businesses in prior years, a fair value was calculated in respect of the PR and media contacts databases acquired. Subsequent expenditure on maintaining this database is expensed as incurred.
Amortisation is calculated on a straight-line basis over the estimated useful economic life of the database. It is the directors' view that this useful economic life is three years based on the level of ongoing investment required to maintain the quality of data in the database.
Intangible assets - customer relationships
On acquisition of businesses in the current and prior years, a fair value was calculated in respect of the customer relationships acquired. Amortisation is calculated on a straight-line basis over the estimated useful economic life of the customer relationships. It is the directors' view that this useful economic life is up to 14 years, based on known and forecast customer retention rates.
Intangible assets - brand value
Acquired brands, which are controlled through custody or legal rights and could be sold separately from the rest of the Group's businesses, are capitalised where fair value can be reliably measured. The Group applies a straight-line amortisation policy on all brand values.
The conclusion is that a realistic life for the brand equity would be up to a 'generation' or 20 years. Where there is an indication of impairment, the directors will perform an impairment review by analysing the future discounted cash flows over the remaining life of the brand asset to determine whether impairment is required.
Software licences
Software licences include software that is not integral to a related item of hardware. These items are stated at cost less accumulated amortisation and any impairment. Amortisation is calculated on a straight-line basis over the estimated useful economic life. Although perpetual licences are maintained under support and maintenance agreements, a useful economic life of five years has been determined.
Impairment of non-financial assets
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss within non-recurring admin expenses.
Impairment losses recognised in respect of cash-generating units are allocated first to the carrying amount of the goodwill allocated to that cash-generating unit and then to the carrying amount of the other assets in the unit on a pro rata basis, applied in priority to non-current assets ahead of more liquid items. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). The measurement basis is determined by reference to both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The Group's financial assets comprise of trade and other receivables and cash and cash equivalents.
Trade receivables
Trade receivables are measured at amortised cost and are carried at the original invoice amount less allowances for expected credit losses.
Expected credit losses are calculated in accordance with the simplified approach permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss experience to the trade receivables.
The expected credit loss rate varies depending on whether, and the extent to which, settlement of the trade receivables is overdue and it is also adjusted as appropriate to reflect current economic conditions and estimates of future conditions. For the purpose of determining credit loss rates, customers are classified into groupings that have similar loss patterns. The key drivers of the loss rate are the aging of the debtor, the geographic location and the Company sector (public vs private). When a trade receivable is determined to have no reasonable expectation of recovery it is written off, firstly against any expected credit loss allowance available and then to the statement of comprehensive income. Subsequent recoveries of amounts previously provided for or written off are credited to the statement of comprehensive income. Long-term receivables are discounted where the effect is material.
Cash and cash equivalents
Cash held in deposit accounts is measured at amortised cost.
Financial liabilities
The Group's financial liabilities consist of trade payables, loans and borrowings, and other financial liabilities. Trade payables are non-interest bearing. Trade payables initially recognised at their fair value and subsequently measured at amortized cost. Loans and borrowings and other financial liabilities, which include the liability component of convertible redeemable loan notes, are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Interest expense is measured on an effective interest rate basis and recognised in the statement of comprehensive income over the relevant period.
Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material.
Deferred income
The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of services being provided. The Group often agrees payment schedules at the inception of long-term contracts under which it receives payments throughout the term of contracts. These payment schedules may include progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional services may be at delivery date, in arrears or in advance.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. The aggregate amount is disclosed in Note 16.
Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised. Historical differences between forecast and actual taxable profits have not resulted in material adjustments to the recognition of deferred tax assets.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. These equity-settled share-based payments are measured at fair-value at the date of the grant. The fair value as determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by use of the Monte Carlo method. The charges to profit or loss are recognised in the subsidiary employing the individual concerned.
Employee benefits
Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are not managed by the Group and are held separately from those of the Group. The annual contributions payable are charged to the statement of comprehensive income when they fall due for payment.
3. Revenue
The Group's revenue is primarily derived from the rendering of services. The Group's revenue was generated from the following territories:
|
|
2023 £'000 |
2022 £'000 |
|
United Kingdom |
22,353 |
20,659 |
|
North America |
2,875 |
2,586 |
|
Europe excluding UK |
2,129 |
1,844 |
|
Australia and New Zealand |
26,530 |
30,876 |
|
Asia |
8,010 |
8,797 |
|
Rest of the world |
505 |
948 |
|
TOTAL |
62,402 |
65,710 |
4. Segment reporting
Segment information is presented in respect of the Group's operating segments which are based upon the Group's management and internal business reporting. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses.
No single customer generates more than 10% of the Group's revenue. The Group operating segments have been decided upon according to the geographic markets in which they operate being the information provided to the Chief Executive Officer and the Board, given both regions provide the same products and services
EMEA & NA covers the United Kingdom, Europe and North America. APAC covers Australia, New Zealand and Southeast Asia.
The segment information for the year ended 30 November 2023, is as follows:
|
|
EMEA & NA |
APAC |
Total |
|
2023 |
£'000 |
£'000 |
£'000 |
|
External revenue |
28,193 |
34,209 |
62,402 |
|
Adjusted EBITDA |
471 |
6,792 |
7,263 |
|
Non-recurring costs |
(2,692) |
(6,296) |
(8,988) |
|
Share of loss of associate |
(198) |
- |
(198) |
|
Share-based payments |
(764) |
(151) |
(915) |
|
Depreciation and amortisation |
(3,916) |
(3,838) |
(7,754) |
|
Financial income |
10 |
2 |
12 |
|
Financial expense |
784 |
(1,037) |
(253) |
|
Taxation |
238 |
2,693 |
2,931 |
|
(Loss) After Tax |
(6,067) |
(1,835) |
(7,902) |
|
Reportable segment assets |
46,032 |
44,657 |
90,689 |
|
Reportable segment liabilities |
22,634 |
18,369 |
41,003 |
|
Other information: Additions to intangible assets |
5,309 |
3,266 |
8,575 |
|
Other information: Additions to property, plant and equipment |
76 |
433 |
509 |
|
Other information: Investment in associate - equity method |
264 |
- |
264 |
The segment information for the year ended 30 November 2022, is as follows:
|
|
EMEA & NA |
APAC |
Total |
|
2022 |
£'000 |
£'000 |
£'000 |
|
External revenue |
26,462 |
39,248 |
65,710 |
|
Adjusted EBITDA |
(113) |
2,440 |
2,327 |
|
Non-recurring costs |
(1,920) |
705 |
(1,215) |
|
Share of loss of associate |
(254) |
- |
(254) |
|
Share-based payments |
(925) |
(196) |
(1,121) |
|
Depreciation and amortisation |
(3,281) |
(3,663) |
(6,944) |
|
Financial income |
10 |
4 |
14 |
|
Financial expense |
731 |
(1,026) |
(295) |
|
Taxation |
685 |
2,610 |
3,295 |
|
(Loss)/profit After Tax |
(5,067) |
874 |
(4,193) |
|
Reportable segment assets (restated) |
47,209 |
46,467 |
93,676 |
|
Reportable segment liabilities (restated) |
19,015 |
14,287 |
33,302 |
|
Other information: Additions to intangible assets |
4,191 |
3,855 |
8,046 |
|
Other information: Additions to property, plant and equipment |
116 |
390 |
506 |
|
Other information: Investment in associate - equity method |
462 |
- |
462 |
Deferred income and trade debtors have been restated see Note 26 of the financial statements
5. Operating loss
|
Operating loss is stated after charging: |
2023 |
2022 |
|
|
£'000 |
£'000 |
|
Employee benefit expenses before capitalised costs |
34,344 |
38,801 |
|
Depreciation of property, plant and equipment |
524 |
746 |
|
Depreciation charge |
1,526 |
2,140 |
|
Amortisation of development costs |
3,573 |
1,687 |
|
Amortisation of acquired software platforms |
1,013 |
1,213 |
|
Amortisation of brand values |
212 |
217 |
|
Amortisation of software licences |
66 |
58 |
|
Amortisation of database |
- |
5 |
|
Amortisation of customer list |
840 |
878 |
|
Loss on disposal of property, plant and equipment |
20 |
- |
|
(Profit) /Loss on foreign currency translation |
89 |
(106) |
|
Non-recurring items (see below) |
8,988 |
1,215 |
|
Auditor's remuneration (see below) |
589 |
549 |
|
Research and development and other technical |
646 |
2,289 |
|
expenditure (a further £8,498,000 (2022: £7,986,000) was capitalised) |
|
|
|
Increase/(decrease) in expected credit loss provision |
120 |
(190) |
|
Non-recurring items The non-recurring costs are made up of the following: |
|
|
|
Non-recurring salary costs - integration and restructuring |
7,231 |
3,715 |
|
Non-recurring duplicated technology costs |
1,888 |
- |
|
Non-recurring copyright related expense/(income) |
528 |
(2,703) |
|
Non-recurring expense - other |
321 |
203 |
|
Non-recurring income - business rates overprovision |
(980) |
- |
|
TOTAL |
8,988 |
1,215 |
|
Auditor's remuneration is further analysed as: |
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's annual accounts |
241 |
287 |
|
The audit of the Company's subsidiaries, pursuant to legislation |
348 |
262 |
|
TOTAL |
589 |
549 |
6. Particulars of employees
The average number of persons (including directors) employed by the Group during the year was:
|
|
2023 |
2022 |
|
Technical and support |
168 |
263 |
|
Commercial |
777 |
757 |
|
Finance and administration |
83 |
81 |
|
|
1,028 |
1,101 |
The average number of persons (including directors) employed by the Group during the year was:
Costs incurred in respect of these employees were:
|
|
2023 £'000 |
2022 £'000 |
|
Wages and salaries costs |
27,994 |
32,126 |
|
Social security costs |
1,656 |
2,361 |
|
Pension costs |
1,978 |
1,608 |
|
Health insurance |
219 |
196 |
|
Employee benefits |
1,575 |
2,486 |
|
Compensation for loss of office |
926 |
24 |
|
|
34,348 |
38,801 |
The compensation for loss of office charge of £926,000 (2022: £24,000) relates to 66 employees (2022: 4) who were made redundant during the year.
The reportable key management personnel are considered to be comprised of the Company directors, the remuneration for whose services during the year is detailed below.
|
Directors' remuneration |
Salaries £ |
Fees £ |
2023 £ |
2022 £ |
|
Executive Directors |
|
|
|
|
|
J Arnold |
400,000 |
- |
400,000 |
360,876 |
|
M Fautley |
250,000 |
- |
250,000 |
250,000 |
|
Non-Executive Directors |
|
|
|
|
|
C Satterthwaite |
- |
80,000 |
80,000 |
80,000 |
|
C Pilling |
- |
40,000 |
40,000 |
40,000 |
|
K Puris |
- |
16,667 |
16,667 |
40,000 |
|
L Gilbert |
- |
40,000 |
40,000 |
40,000 |
|
S Vawda |
- |
50,625 |
50,625 |
47,500 |
|
M Jackson |
- |
- |
- |
18,205 |
|
TOTAL |
650,000 |
227,292 |
877,292 |
876,581 |
K Puris resigned on the 03 March 2023.
J Arnold received payments into a personal retirement money purchase pension scheme during the year of £40,000 (2022: £42,348).
M Fautley received health insurance benefits during the year of £992 (2022: £788). M Fautley received payments into a personal retirement money purchase pension scheme during the year of £18,750 (2022: £25,000) and pension allowance of £5,490 (2022: £Nil). No other directors received any other benefits other than those detailed above.
The directors who have served during the year and details of their interests, including family interests, in the Company's ordinary 5p shares at 30 November 2023 are disclosed below:
|
|
30 Nov 23 Beneficial No. |
Share options granted |
30 Nov 23 Options No. |
30 Nov 22 Beneficial No. |
Share options granted |
30 Nov 22 Options No. |
|
J Arnold |
754,281 |
- |
1,600,000 |
754,281 |
- |
1,600,000 |
|
M Fautley |
94,596 |
- |
39,603 |
94,596 |
- |
39,603 |
|
C Satterthwaite |
79,811 |
- |
400,000 |
79,811 |
- |
400,000 |
|
C Pilling |
50,000 |
- |
19,801 |
50,000 |
- |
19,801 |
|
K Puris |
- |
- |
- |
- |
- |
19,801 |
|
L Gilbert |
- |
- |
19,801 |
- |
- |
19,801 |
|
S Vawda** |
16,666 |
- |
19,801 |
16,666 |
- |
19,801 |
|
TOTAL |
995,354 |
- |
2,099,006 |
995,354 |
- |
2,118,807 |
|
7. Financial expense |
|
|
|
|
2023 £'000 |
2022 £'000 |
|
Interest charge in respect of lease liabilities |
229 |
278 |
|
Other interest |
24 |
17 |
|
Total financial expense |
253 |
295 |
|
8. Taxation |
2023 £'000 |
2022 £'000 |
|
Current income tax |
|
|
|
UK corporation tax credit for the year |
92 |
- |
|
Adjustment in respect of prior year |
5 |
(583) |
|
Double Taxation Relief |
(92) |
- |
|
Foreign taxation |
150 |
181 |
|
Adjustment in respect of prior periods (foreign tax) |
22 |
- |
|
Total current income tax credit |
177 |
(402) |
|
Deferred tax (Note 21) |
|
|
|
Origination and reversal of temporary differences |
(3,110) |
(2,833) |
|
Adjustments in respect of prior periods |
2 |
(60) |
|
Total deferred tax |
(3,108) |
(2,893) |
|
Total tax credit |
(2,931) |
(3,295) |
As shown below the tax assessed on the loss on ordinary activities for the year is lower than (2022: lower than) the standard rate of corporation tax in the UK of 23% (2022: 19%).
|
The differences are explained as follows: |
2023 |
2022 |
|
Factors affecting tax credit |
£'000 |
£'000 |
|
Loss on ordinary activities before tax |
(10,833) |
(7,488) |
|
Loss on ordinary activities multiplied by effective rate of tax |
(2,492) |
(1,423) |
|
Items not deductible for tax purposes |
767 |
(976) |
|
Adjustment in respect of prior years |
(1,086) |
(476) |
|
Additional R&D claim CTA 2009 |
(149) |
(240) |
|
Deferred tax not recognised |
29 |
(180) |
|
Total tax credit |
(2,931) |
(3,295) |
Factors that may affect future tax expenses The corporation tax rate was increased from 19% to 25% on 1 April 2023. The corporation tax rate of 25% remains the same from 1 April 2024.Notes to the consolidated financial statements
9. Earnings per share
In 2023 and 2022 potential ordinary shares from the share option schemes have an anti-dilutive effect due to the Group being in a loss making position. As a result, dilutive loss per share is disclosed as the same value as basic loss per share. This has been computed as follows:
|
Numerator |
2023 £'000 |
2022 £'000 |
|
Loss for the year and earnings used in basic EPS |
(11,603) |
(1,766) |
|
Earnings used in diluted EPS |
(11,603) |
(1,766) |
|
Denominator |
|
|
|
Weighted average number of shares used in basic EPS ('000) |
127,699 |
127,643 |
|
Effects of: |
|
|
|
Dilutive effect of options |
N/A |
N/A |
|
Dilutive effect of loan note conversion |
N/A |
N/A |
|
Weighted average number of shares used in diluted EPS ('000) |
127,699 |
127,643 |
|
Basic loss per share (pence) |
(9.09) |
(1.38) |
|
Diluted loss per share for the year (pence) |
(9.09) |
(1.38) |
The total number of options or warrants granted at 30 November 2023 of 6,893,987 (2022: 7,037,524), would generate £3,757,862 (2022: £3,849,181) in cash if exercised. At 30 November 2023, 1,806,045 options (2022: 294,130) were priced above the mid-market closing price of 57p per share (2022: 87.5p per share) and 5,087,942 (2022: 6,743,394) were below. Of the 6,893,987 options and warrants at 30 November 2023, 3,578,654 (2022: 3,600,654) staff options and 1,390,481 (2022: 1,390,481) warrants were eligible for exercising. The warrants are priced at 27.5p per share held by Elderstreet VCT plc and other individuals consequent to an initial investment in the Company in October 2008.
10. Intangible fixed assets
|
|
Brand value |
Goodwill |
Development costs and acquired software platforms |
Software Licenses |
Database |
Customer relationships |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 30 November 2021 |
2,945 |
37,897 |
18,712 |
509 |
1,290 |
12,007 |
73,360 |
|
Capitalised during the year |
- |
- |
7,986 |
60 |
- |
- |
8,046 |
|
Foreign exchange movement |
34 |
1,319 |
266 |
- |
- |
440 |
2,059 |
|
At 30 November 2022 |
2,979 |
39,216 |
26,964 |
569 |
1,290 |
12,447 |
83,465 |
|
Capitalised during the year |
- |
- |
8,498 |
77 |
- |
- |
8,575 |
|
Foreign exchange movement |
(55) |
(2,122) |
(712) |
(9) |
- |
(724) |
(3,622) |
|
At 30 November 2023 |
2,924 |
37,094 |
34,750 |
637 |
1,290 |
11,723 |
88,418 |
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
At 30 November 2021 |
957 |
|
6,090 |
402 |
1,285 |
1,392 |
10,126 |
|
Charge for the year |
217 |
- |
2,901 |
57 |
5 |
878 |
4,058 |
|
Foreign exchange movement |
1 |
- |
5 |
- |
- |
6 |
12 |
|
At 30 November 2022 |
1,175 |
|
8,996 |
459 |
1,290 |
2,276 |
14,196 |
|
Charge for the year |
212 |
- |
4,586 |
66 |
- |
840 |
5,704 |
|
Foreign exchange movement |
(13) |
- |
13 |
(10) |
- |
(93) |
(103) |
|
At 30 November 2023 |
1,374 |
- |
13,595 |
515 |
1,290 |
3,023 |
19,797 |
|
Net Book Value |
|
- |
|
|
|
|
|
|
At 30 November 2023 |
1,550 |
37,094 |
21,156 |
121 |
- |
8,700 |
68,621 |
|
At 30 November 2022 |
1,804 |
39,216 |
17,968 |
110 |
- |
10,171 |
69,269 |
Acquisition related intangibles Brand value, Goodwill, Database, Customer relation- ships and acquired software platforms are acquisition related intangibles. Of the £4,586,000 (2022: £2,901,000) amortisation charge on Development costs and acquired software platforms, £1,013,000 (2022: £1,213,000) relates to acquired software platforms, bringing the total amortisation on acquisition related intangibles to £2,065,000 (2022: £2,313,000). Amortisation on internally generated intangibles totals £3,639,000 (2022: £1,745,000).
The carrying value and remaining amortisation period of individually material intangible assets are as follows:
|
|
Carrying amount |
Remaining amortisation period |
||
|
Brand |
2023 £'000 |
2022 £'000 |
2023 Years |
2022 £ |
|
Access Intelligence Media and Communications |
420 |
480 |
7 |
8 |
|
ResponseSource |
228 |
243 |
15 |
16 |
|
Pulsar |
383 |
407 |
17 |
17 |
|
Isentia |
520 |
640 |
5 |
6 |
|
Development costs and acquired software platforms |
|
|
|
|
|
AIMediaData - Vuelio Platform Development |
4,976 |
4,348 |
3 |
3 |
|
ResponseSource - Platform Development |
- |
401 |
- |
1 |
|
Pulsar - Platform Development |
5,415 |
3,299 |
4 |
3 |
|
Isentia - Platform Development |
10,765 |
9,920 |
6 |
7 |
|
Customer relationships |
|
|
|
|
|
ResponseSource - Acquired Customer Relationships |
490 |
614 |
4 |
5 |
|
Isentia - Acquired Customer Relationships |
8,210 |
9,558 |
6 |
7 |
For the purposes of impairment testing, goodwill is allocated to the Group's CGUs which are the lowest level within the Group at which goodwill is monitored.
The carrying value of goodwill allocated to CGUs within the Group is:
|
|
2023 |
2022 |
|
Goodwill |
£'000 |
£'000 |
|
EMEA & NA |
7,740 |
7,740 |
|
APAC |
29,354 |
31,476 |
At the reporting date, impairment tests were undertaken by comparing the carrying values of CGUs with their recoverable amounts. The recoverable amounts of the CGUs are based on value-in-use calculations. These calculations use pre-tax cash flow projections covering a five-year period based on approved budgets and forecasts in the first three years, followed by applying specific growth rates for which the key assumptions in respect of annual revenue growth rates of 7.5% in years 3 to 5 and 2.5% thereafter.
The key assumptions used for value-in-use calculations are those regarding revenue growth rates and discount rates over the forecast period. Growth rates are based on past experience, the anticipated impact of the CGUs significant investment in research and development, and expectations of future changes in the market.
The pre-tax discount rates used for both the EMEA & NA and APAC CGUs was 14%, based on an assessment of the Group's cost of capital and on comparison with other listed technology companies.
The terminal growth rate used for the purposes of goodwill impairment assessments was 2.5%. The Board considered that no impairment to goodwill is necessary based on the value-in-use reviews of EMEA & NA or APAC as the value-in-use calculations exceeded the carrying values of goodwill relating to those companies. Sensitivity analysis has been performed on reasonably possible changes in assumptions upon which recoverable amounts have been estimated. Based on the sensitivity analysis, a reduction of 54.5% in EBITDA delivered by EMEA & NA would result in the carrying value of its CGU being equal to the recoverable amount. For APAC, a 18.2% reduction in EBITDA would result in the carrying value of its CGU being equal to the recoverable amount.
For EMEA & NA, a 36.2% percentage point increase in the discount rate would result in the carrying value of its CGU being equal to the recoverable amount. For APAC, a 3.1% percentage point increase in the discount rate would result in the carrying value of its CGU being equal to the recoverable amount.
Other impairments
Other intangible assets are tested for impairment if indicators of an impairment exist. Such indicators include performance falling short of expectation.
The directors considered that there were no indicators of impairment relating to the intangible fixed assets at 30 November 2023.
11. Investment in associate
|
|
2023 £'000 |
2022 £'000 |
|
Cost |
|
|
|
At 1 December |
1,872 |
1,872 |
|
Additions |
- |
- |
|
At 30 November |
1,872 |
1,872 |
|
Share of loss of associate and impairment |
|
|
|
At 1 December |
1,410 |
1,156 |
|
Share of loss of associate |
198 |
254 |
|
At 30 November |
1,608 |
1,410 |
|
Net Book Value |
|
|
|
At 1 December |
462 |
716 |
|
At 30 November |
264 |
462 |
As part of the consideration for the disposal of AITrack Record Limited, the Group received a 20% shareholding in TrackRecord Holdings Limited, a company registered in England and Wales. The fair value of this shareholding based on the funding raised by TrackRecord Holdings Limited was £625,000.
In the prior year, the Group invested a further £887,000 in TrackRecord Holdings Limited, as part of a £3,000,000 fundraising round. This increased the Group's overall shareholding in TrackRecord Holdings Limited to 21.4%.
The shareholding in TrackRecord Holdings Limited is treated as an investment in associate as the Group is not able to exercise control over the Company, but is able to exercise significant influence over the Company by way of its 21.4% shareholding and through J Arnold being the Group's representative on the board of Track- Record Holdings Limited.
During the year, the Group's share of the loss of TrackRecord Holdings Limited was £198,000 (2022: £254,000). As the Group applies the equity method of accounting for its investment in TrackRecord Holdings Limited, the carrying value of investments in associates is reduced by this share of loss at the year end.
During the year ended 30 November 2019, the Group made available a loan facility of £100,000 to Track- Record Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down. The full £100,000 of this loan facility was drawn down in 2020. The loan has been treated as an addition to the Group's investment in TrackRecord Holdings Limited.
As part of the agreement, TrackRecord Holdings Limited paid the Group a commitment fee of £2,000 in November 2019. The total value drawn down by Track-Record Holdings Limited at 30 November 2023 was £100,000 (2022: £100,000).
An impairment assessment has been carried out in accordance with IAS 28 paragraphs 41A - 41C to deter- mine whether there is any objective evidence that the net investment in the associate is impaired. Based on two year forecasts, we have assessed revenue growth, recurring revenue and increases in costs of sales, using an appropriate discount rate, and performed sensitivity analysis on these forecasts based on past performance against prior year forecasts. Under these sensitised forecasts, we have determined that the business's discounted cash flow exceeds both the Group's and Company's investment carrying values at 30 November 2023, and therefore no impairment is required, although this will be reviewed again at 30 November 2024.
Summarised financial information for associate
The tables below provide summarised financial information for TrackRecord Holdings Limited, an associate which is considered material to the Group. The information disclosed reflects the amounts presented in the financial statements of TrackRecord Holdings Limited and not Pulsar Groups Plc's (formerly Access Intelligence PLC) share of those amounts.
|
|
TrackRecord Holdings Limited |
TrackRecord Holdings Limited |
|
2023 |
2022 |
|
|
£'000 |
£'000 |
|
|
Total current assets |
807 |
1,417 |
|
Total non-current assets |
762 |
778 |
|
Total current liabilities |
(1,980) |
(1,681) |
|
Net assets |
(411) |
514 |
|
Pulsar Group Plc share of net assets (21.4%) |
(88) |
110 |
|
|
TrackRecord Holdings Limited |
TrackRecord Holdings Limited |
|
|
2023 |
2022 |
||
|
Reconciliation to carrying amounts |
£'000 |
£'000 |
|
|
Opening net assets on 1 December |
514 |
1,701 |
|
|
Loss for the period |
(925) |
(1,187) |
|
|
Issue of new share capital |
- |
- |
|
|
Net assets |
(411) |
514 |
|
|
|
2023 |
2022 |
|
|
Summarised statement of comprehensive income |
£'000 |
£'000 |
|
|
Revenue |
2,581 |
2,238 |
|
|
Loss for the period |
(925) |
(1,187) |
|
|
Other comprehensive income |
- |
- |
|
|
Total comprehensive income |
(925) |
(1,187) |
|
12. Property, plant and equipment
|
|
Fixtures, fitting and equipment |
Leasehold improvements |
Total |
||
|
£'000 |
£'000 |
£'000 |
|||
|
Cost |
|
|
|
||
|
At 1 December 2021 |
1,334 |
787 |
2,121 |
||
|
Additions |
348 |
158 |
506 |
||
|
Disposals |
(364) |
(220) |
(584) |
||
|
Foreign exchange movement |
125 |
37 |
162 |
||
|
At 30 November 2022 |
1,443 |
762 |
2,205 |
||
|
Additions |
186 |
323 |
509 |
||
|
Disposals |
- |
(628) |
(628) |
||
|
Foreign exchange movement |
(22) |
(82) |
(104) |
||
|
At 30 November 2023 |
1,607 |
375 |
1,982 |
||
|
Depreciation and impairment |
|
|
|
||
|
At 1 December 2021 |
587 |
454 |
1,041 |
||
|
Charge for the year |
433 |
314 |
747 |
||
|
Disposals |
(364) |
(220) |
(584) |
||
|
Foreign exchange movement |
111 |
29 |
140 |
||
|
At 30 November 2022 |
767 |
577 |
1,344 |
||
|
Charge for the year |
363 |
161 |
524 |
||
|
Disposals |
- |
(608) |
(608) |
||
|
Foreign exchange movement |
(1) |
(70) |
(71) |
||
|
At 30 November 2023 |
1,129 |
60 |
1,189 |
||
|
Net Book Value |
|
|
|
||
|
At 30 November 2023 |
478 |
315 |
793 |
||
|
At 30 November 2022 |
676 |
185 |
861 |
||
|
13. Trade and other receivables |
|
||||
|
|
2023 £'000 |
Restated 2022 £'000 |
|||
|
Current assets |
|
|
|||
|
Trade receivables |
5,318 |
6,280 |
|||
|
Less: provision for impairment of trade receivables |
(265) |
(304) |
|||
|
Trade receivables - net |
5,053 |
5,976 |
|||
|
Prepayments |
2,256 |
2,999 |
|||
|
Commission prepayments |
1,700 |
1,280 |
|||
|
Other receivables |
756 |
641 |
|||
|
|
9,765 |
10,896 |
|||
Deferred income and trade debtors have been restated see Note 26 of the financial statements.
All trade receivables are reviewed by management and are considered collectable. The ageing of trade receivables which are past due and not impaired is as follows:
|
|
2023 £'000 |
2022 £'000 |
|
Days outstanding |
|
|
|
31-60 days |
868 |
330 |
|
61-90 days |
409 |
138 |
|
91-180 days |
564 |
357 |
|
|
1,841 |
825 |
|
Movements on the Group provision for impairment of trade receivables are as follows: |
|
|
|
|
2023 £'000 |
2022 £'000 |
|
At 1 December |
304 |
637 |
|
Increase/(decrease) in provision |
120 |
(190) |
|
Write-offs in year |
(159) |
(143) |
|
At 30 November |
265 |
304 |
As in the prior year, the Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision to reflect the risk of default on trade receivables. Default is defined as a situation in which a customer does not pay amounts that it owes to the Group and may occur due to a number of reasons, including the financial health of the customer or where the customer disputes the amount owed and it is not considered to be economical to recover the amount through a legal process.
To calculate the credit loss provision, trade receivables have been split into different categories along three lines: region, aging and public/private sector. The expected loss rates applied to these categories are as follows;
· Region - 0.7% to 8.5%
· Aging - 0.5% to 10%
· Public/Private - 0.8%/1.8%
The expected loss rates are based on the Group's historical credit losses experienced over the three year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers.
The creation and release of a provision for impaired receivables has been included in 'administrative expenses' are generally written off, where there is no expectation of recovering additional cash.
The other asset classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above together with our cash deposits totalling £2,248,000 (2022: £4,922,000). The Group does not hold any collateral as security.
Credit risk is a judgement made by management based on sector and necessary allowances are made when needed by assessing changes in our customers' credit profiles and credit ratings.
|
14. Trade and other payables |
|
|
|
Due within one year |
2023 £'000 |
2022 £'000 |
|
Trade and other payables |
10,304 |
8,079 |
|
Other taxes and social security costs |
1,496 |
537 |
|
VAT payable |
1,733 |
329 |
|
|
13,533 |
8,945 |
15. Leases
Group as a lessee
The Group leases a number of properties in the jurisdictions from which it operates.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
|
Right-of-use assets |
Land & buildings £'000s |
|
||
|
At 1 December 2021 |
3,538 |
|
||
|
Additions |
65 |
|
||
|
Depreciation charge |
(2,140) |
|
||
|
Disposals |
(16) |
|
||
|
Effect of modification to lease terms |
377 |
|
||
|
Foreign exchange movements |
72 |
|
||
|
At 30 November 2022 |
1,896 |
|
||
|
Additions |
1,899 |
|
||
|
Depreciation charge |
(1,526) |
|
||
|
Foreign exchange movements |
(79) |
|
||
|
At 30 November 2023 |
2,190 |
|
||
|
Set out below are the carrying amounts of lease liabilities and the movements during the period: |
|
|
||
|
Lease liabilities |
Land & buildings £'000s |
|
||
|
At 1 December 2021 |
4,371 |
|
||
|
Accretion of interest |
286 |
|
||
|
Effect of modification to lease terms |
377 |
|
||
|
Additions |
64 |
|
||
|
Reversal of lease liabilities |
(17) |
|
||
|
Lease payments |
(2,642) |
|
||
|
Foreign exchange movements |
78 |
|
||
|
At 30 November 2022 |
2,517 |
|
||
|
Accretion of interest |
229 |
|
||
|
Additions |
1,899 |
|
||
|
Lease payments |
(2,029) |
|
||
|
Foreign exchange movements |
(83) |
|
||
|
At 30 November 2023 |
2,533 |
|
||
|
|
|
|
||
|
Lease liability maturity analysis - undiscounted contractual cash flows |
2023 £'000 |
2022 £'000 |
||
|
Less than one year |
1,388 |
1,718 |
||
|
Between one and five years |
1,370 |
976 |
||
|
More than five years |
- |
- |
||
|
|
2,578 |
2,694 |
||
The following are the amounts to be recognised in profit or loss:
|
|
2023 £'000 |
2022 £'000 |
|
Depreciation charge |
1,526 |
2,140 |
|
Interest expense on lease liabilities |
229 |
286 |
|
Total amount recognised in profit or loss |
1,755 |
2,426 |
The Group had total cash outflows for leases of £2,029,000 in 2023 (2022: £2,642,000). The Group also had non-cash additions to right-of-use assets of £308,000 (2022: £65,000) and lease liabilities of £308,000 in 2023 (2022: £64,000).
There are no leases that have not yet commenced to be disclosed. There were no short-term leases or low value leases taken out in the year.
16. Contract Liabilities
|
|
2023 £'000 |
Restated 2022 £'000 |
|
At 1 December |
11,019 |
12,144 |
|
Invoiced during the year |
66,414 |
64,585 |
|
Revenue recognised during the year |
(62,402) |
(65,710) |
|
At 30 November |
15,031 |
11,019 |
All Contract liabilities are expected to be recognised within one year.
17. Financial instruments
The Group's treasury activities are designed to provide suitable, flexible funding arrangements to satisfy the Group's requirements. The Group uses financial instruments comprising borrowings, cash, liquid resources and items such as trade receivables and payables that arise directly from its operations. The main risks arising from the Group financial instruments relate to the maintaining of liquidity across the Group's entities and debt collection. The Board reviews policies for managing each of these risks and they are summarised below. The Group finances its operations through a combination of cash resources, loan notes and equity. Short term flexibility is provided by moving resources between the individual subsidiaries.
Exposure to interest rate fluctuations is minimal as all borrowings are at fixed rates of interest. The Group also has various deposit facilities on which 0.01% - 2.40% interest was being earned throughout 2023 (2022: 0.01% - 2.4%) and will be optimising the use of these accounts going forward. The Group's exposure to interest rate risk is not significant and therefore no sensitivity analysis has been performed. Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
At 30 November 2023 the Group had £Nil borrowings (2022 £Nil).
There is no material difference between the fair values and book values of the Group's financial instruments. Short term trade receivables and payables have been excluded from the above disclosures.
The objectives of the Group's treasury activities are to manage financial risk, secure cost-effective funding where necessary and minimise the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, on reported profitability and on the cash flow of the Group. Interest income is sought wherever possible and in 2023 produced £12,000 (2022: £14,000) of income.
The Group's principal financial instruments for fundraising are through share issues.
|
Financial instruments by category |
|
|
|
|
2023 £'000 |
Restated 2022 £'000 |
|
Financial assets |
|
|
|
Trade and other receivables excluding prepayments |
5,809 |
6,617 |
|
Cash and cash equivalents |
2,248 |
4,922 |
|
|
8,057 |
11,539 |
|
Financial assets |
|
|
|
Trade and other payables |
10,304 |
8,079 |
|
Lease liabilities |
2,533 |
2,517 |
|
|
12,837 |
10,596 |
|
Undiscounted contractual maturity of financial liabilities |
|
|
|
Amounts due within one year |
11,692 |
9,797 |
|
Amounts due between one and five years |
1,370 |
976 |
|
|
13,062 |
10,773 |
|
|
|
|
|
Less: future interest charges |
(225) |
(177) |
|
Financial liabilities carrying value |
12,837 |
10,596 |
The liquidity risk relating to the contractual liabilities listed above is managed on a local basis through their day to day cash management. The Group is liquid with £2,248,000 (2022: £4,922,000) available cash resources against a liability payable within the next 12 months of £11,692,000 (2022: £9,797,000). Management monitor cash balances weekly. However, should any subsidiary, or the Company, find that it does not have the liquidity to pay a debt as it becomes due an inter-company cash transfer will be made available by another member of the Group.
Foreign exchange risk is managed by assessing the value of non-sterling revenue against the value of non-sterling costs in each currency. Currently no hedging is considered necessary due to the natural offset of revenues and costs in each currency.
18. Financial and operational risk management
The Group's activities expose it to a variety of financial risks which are managed by the Group and subsidiary management teams as part of their day-to-day responsibilities. The Group's overall risk management policy concentrates on those areas of exposure most relevant to its operations. These fall into six categories:
Economic or political disruption risk - that disruption may affect demand for our products and services or our ability to maintain operations or on the cost of our delivery of services; Competitive risk - that our products are no longer competitive or relevant to our customers; Treasury and liquidity risk - that we run out of the cash required to run the business; Information security risk - the impacts that could occur due to threats and vulnerabilities associated with the operation and use of information systems and the environments in which those systems operate; Key personnel risk - that we cannot attract and retain talented people; and Capital risk - that we do not have an optimal structure to allow for future acquisition and growth.
19. Deferred tax assets and liabilities
The following are the major deferred tax assets and liabilities recognised by the Group and the movements thereon during the current year and the prior year:
|
|
Tax losses |
Fixed asset timing differences |
IFRS 16 ROU asset |
IFRS 16 lease liability |
FV of intangible assets |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At 1 December 2021 (restated) |
(2,052) |
727 |
385 |
(437) |
5,386 |
4,009 |
|
Charge to profit or loss |
(2,200) |
(72) |
(144) |
146 |
(623) |
(2,893) |
|
Arising on business combination |
(57) |
- |
- |
- |
- |
(57) |
|
At 1 November 2022 (restated) |
(4,309) |
655 |
241 |
(291) |
4,763 |
1,059 |
|
Charge to profit or loss |
(3,020) |
93 |
(145) |
187 |
(223) |
(3,108) |
|
Change due to FX |
298 |
- |
- |
- |
- |
298 |
|
At 1 November 2023 |
(7,031) |
748 |
96 |
(104) |
4,540 |
(1,751) |
The prior year numbers have been restated within each category
At the reporting date the Group had unused tax losses of approximately £19,680,000 (2022: £15,420,000) available for offset against future profits. The tax losses do not have any expiry date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
£1,751,000 (2022: £nil) of deferred tax losses are recognised in excess of the associated deferred tax liabilities in Australia where future forecasted profits are considered sufficient to utilise the excess losses. Deferred tax assets totalling £4,920,000 (2022: £3,855,000) arising in respect of losses have not been included in the statement of financial position due to uncertainties in regard to their recoverability.
The aggregate amounts of deferred tax balances in each Group entity, after allowable offset, for financial reporting purposes are:
|
|
2022 £'000 |
2021 £'000 |
|
Deferred tax assets |
6,808 |
4,345 |
|
Deferred tax liabilities |
(5,057) |
(5,404) |
|
Total |
1,751 |
(1,059) |
20. Share Capital
|
Equity: Ordinary shares of 5p each |
2023 |
2022 |
|
Allotted, issued and fully paid 130,524,386 ordinary shares of 5p each (2021: 130,524,386 ordinary shares of 5p each) |
6,526 |
6,528 |
|
|
2023 |
2022 |
|
Number of shares at 1 December |
130,524,386 |
75,146,515 |
|
Share options exercised in year |
- |
55,377,871 |
|
Number of shares at 30 November |
130,524,386 |
130,524,386 |
At 1 December 2021, the Company had 2,927,315 5p shares held in treasury. During 2021, 101,669 of these shares were allotted, with the number of shares held in treasury at the year end being 2,825,646. The shares held in treasury have no voting rights, or rights to dividends and so total issued share capital for voting and dividend purposes at the year end was 127,698,740 (2022: 127,698,740).
On 14 June 2022, 53,351 shares were allotted out of treasury at a price of 56.0p per share due to an exercise of employee share options. Gross proceeds were £30,000.
On 14 July 2022, 48,318 shares were allotted out of treasury at a price of 56.0p per share due to an exercise of employee share options. Gross proceeds were £27,000. In November 2022 and November 2023, the Company's total share capital was 130,524,386 and the total issued share capital for voting and dividend purposes, excluding shares held in treasury, was 127,698,740.
Transaction costs associated with share issues in the year amounted to £Nil (2022: £47,237). Transaction costs are accounted for as a reduction from the share premium account.
21. Equity-settled share-based payments
|
Date of grant |
Exercise price |
No of shares |
Exercisable between |
|
23 October 2008 |
27.5p |
1,390,481 |
No time limit |
|
18 February 2019 |
56.0p |
3,233,682 |
Feb 2022-Feb 2029 |
|
24 October 2019 |
54.5p |
366,972 |
Oct 2022-Oct 2029 |
|
31 July 2020 |
65.0p |
1,633,452 |
Jul 2023-Jul 2030 |
|
19 May 2021 |
134.0p |
294,130 |
May 2024-May 2031 |
|
01 October 2021 |
0.05p |
118,807 |
Oct 2024-Oct 2031 |
|
|
|
7,037,524 |
|
Details of the movements in the weighted average exercise price ("WAEP") and number of share options during the current and prior year are as follows:
|
|
At start of year |
Granted |
Exercised |
Forfeited |
At end of year |
|
WAEP 2022 (p) |
55.0 |
- |
56.0 |
64.2 |
54.7 |
|
WAEP 2023 (p) |
54.7 |
- |
- |
63.6 |
54.5 |
|
Options 2022 |
7,329,687 |
- |
(101,669) |
(190,494) |
7,037,524 |
|
Options 2023 |
7,037,524 |
- |
- |
(143,537) |
6,893,987 |
The range of prices at which options and warrants can be exercised is 27.5p to 134.0p.
During 2023, no options were granted.
The total charge arising on issue of the options was £Nil, with the 2022 charge being £Nil. 143,537 options were cancelled in the year (2021: 190,494).
During the year, Nil share options were exercised. Further details of share options exercisable at the year end are provided in Note 21.
There are no market, non-market or service conditions as part of the share option scheme. The only condition existing is that employees must still be in employment with the Company at the point they exercise the options.
Long Term Value Creation Plan ("LTVCP")
On 2 October 2021 the Board approved the LTVCP which is intended to assist with the retention and motivation of key employees of the Company with the aim of incentivising and rewarding exceptional levels of performance over a four year period. The LTVCP will provide the potential for rewards only if shareholders benefit from sustained growth in shareholder value over a four-year period.
The details of the awards for the initial LTVCP participants are set out below:
Under the LTVCP, the Board has granted certain eligible employees a right ("Participation Right") to receive a proportion of the shareholder value created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5 per cent. compound annual growth rate.
For the purposes of the LTVCP, shareholder value created is defined as the growth in the Company's market capitalisation including net equity cashflows to shareholders and adjusting for any share issues during the Performance Period.
Awards under the LTVCP comprise three equal tranches, with measurement dates on the second, third and fourth anniversaries of the performance start date (each a "Performance Period").
The shareholder value created at each measurement date will be calculated with reference to the average market capitalisation of the Company over the three months immediately preceding and ending on each anniversary.
Where value is created above the Hurdle Rate, initial LTVCP participants will share 10 per cent. of the shareholder value created above the hurdle ("LTVCP Pool").
Should the aggregate nominal value of Shares to be issued or then capable of being issued in respect of each Performance Period exceed 7 per cent. of the nominal value of the ordinary share capital in issue of the Company at that time, the LTVCP Pool will be scaled back as required so that the 7 per cent. threshold is not exceeded.
To the extent that performance does not exceed the hurdle over each Performance Period, the relevant tranche will lapse in full.
For the initial participants, the performance start date to measure each Performance Period has been determined as the date of the announcement of the Isentia acquisition, being 15 June 2021. The base value for the purposes of the calculation of growth in shareholder value has been set at c.£153.1 million (being calculated by reference to the total number of Ordinary Shares with voting rights following completion of the Isentia acquisition and the placing price of 120p for the equity raise announced on 15 June 2021).
At the end of each Performance Period, the Participation Right will convert into an award in the form of an option to acquire Ordinary Shares at a price per Ordinary Share equal to the nominal value of an Ordinary Share, being
5 pence per Ordinary Share ("Award"). The number of Ordinary Shares to be issued pursuant to each Award will be calculated by reference to the Company's share price at the relevant time.
Awards are subject to a Holding Period ending on the first anniversary of the end of each Performance Period in respect of which the relevant Award was granted, unless the Board determines that another period shall be specified in relation to any Award.
The Board has discretion to vary the outcome applying to a Participation Right where it considers that the level at which it would convert into an Award: does not reflect the Board's assessment of overall performance during the Performance Period; is not appropriate in the context of circumstances that were unexpected or unforeseen at the grant date; or any other appropriate reason.
Joanna Arnold and Mark Fautley have each been granted Participation Rights under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22% and Mark Fautley's Participation Percentage has been set at 11%. In aggregate, initial LTVCP participants Participation Percentages equate to a total of 73% of the available Participation Rights. The unallocated Participation Rights have been set aside to provide the Company the flexibility to award further Participation Rights to eligible employees during the performance period. No further awards will be granted to Joanna Arnold and Mark Fautley under the LTVCP prior to the end of the four-year performance under the initial award.
The option movements detailed above resulted in a share-based payment charge for the Group of £915,000 (2022: £1,121,000).
22. Cash and cash equivalents
The Group monitors its exposure to liquidity risk based on the net cash flows that are available. The following provides an analysis of the changes in net funds:
|
|
As at 30 November 2022 £'000 |
Cash outflow £'000 |
As at 30 November 2023 £'000 |
|
Cash and cash equivalents |
4,922 |
(2,674) |
2,248 |
|
|
As at 30 November 2021 |
Cash outflow |
As at 30 November 2022 |
|
|
£'000 |
£'000 |
£'000 |
|
Cash and cash equivalents |
13,456 |
(8,534) |
4,922 |
23. Capital commitments, provisions and contingent liabilities
Capital commitments
The Group had no capital commitments at the end of the financial year or prior year.
|
Provisions and contingent liabilities
|
Long Service Leave Provision |
Leasehold dilapidations |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
At 1 December 2022 |
61 |
410 |
471 |
|
Additions |
- |
13 |
13 |
|
Released in the year |
(6) |
(75) |
(81) |
|
Foreign exchange movement |
- |
(13) |
(13) |
|
At 30 November 2023 |
55 |
335 |
390 |
|
Due within one year |
- |
217 |
217 |
|
Due after more than one year |
55 |
118 |
173 |
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.
The earliest point at which it is considered that this amount may become payable is July 2024 for the Group's leasehold property.
Employees in Australia are entitled to two months of long service leave upon the completion of 10 years service under The Long Service Leave Act 1955. The Long service leave provision relates to the expected cost of this leave.
24. Related party transactions
Two (2022: two) of the directors have received a proportion of their remuneration through their individual service companies during the year. The payments represent short term employee benefits. In all cases the directors are responsible for their own taxation and national insurance liabilities.
The amounts involved are as follows and relate to activities within their responsibilities as directors:
|
On the 03 March 2023 Katie Puris resigned as a director. Previously they received their remuneration, £16,667 (2022: £40,000) through a service company. At the year end, an amount of £3,333 (2022: £3,333) was due to Lisa Gilbert.
During the year, the Group recognised a share-based payment charge of £147,836 (2022: £150,657) in respect of key management personnel.
During the year ended 30 November 2019, the Group made available a loan facility of £100,000 to Track Record Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down from the facility. A non-utilisation fee of 1% of any amount of the facility not drawn down is also payable. See note 12 for further details.
25. Pension commitments
Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are held separately from those of the Group.
The annual contributions payable are charged to the consolidated statement of comprehensive income when they fall due for payment.
During the year £1,978,000 (2022: £1,608,000) was contributed by the Group to individual pension schemes. At 30 November 2023 £Nil pension contributions were outstanding (2022: £Nil).
|
Breakdown of Pension Scheme Amounts |
FY23 £ |
FY22 £ |
|
Pulsar Group PLC |
2 |
12 |
|
AIMediaData Limited |
365 |
339 |
|
Fenix Media Limited |
115 |
96 |
|
Face US |
22 |
26 |
|
ResponseSource Limited |
6 |
17 |
|
Isentia Pty (Aus) |
939 |
1,101 |
|
Isentia Ltd (NZ) |
37 |
40 |
|
Isentia Library (MY) |
146 |
- |
|
Isentia Brandtology |
131 |
- |
|
Isentia Jakarta (ID) |
14 |
7 |
|
Isentia Manila (PH) |
136 |
(30) |
|
Isentia Vietnam (VN) |
60 |
- |
|
Isentia Bangkok (TH) |
8 |
- |
|
Total |
1,981 |
1,608 |
26. Restatement in respect of deferred income
Following the change in auditor in the current year it was identified that where advance billing of customers was not due at the year end and no services had commenced the requirements to recognise the contract asset and the corresponding deferred revenue under IFRS 15 had not been adequately satisfied. As a result, both accounts had been overstated by £2,799,000 and hence have been restated. The resulting adjustment of these accounts has had no impact on the statement of comprehensive income or the net current assets of the Group.
In respect of the opening position for 1 December 2021 the adjustment to reduce accounts receivable and deferred income would have been £2,539,000. Whilst material, the Group have not considered it necessary to produce a full third balance sheet as the Directors consider this would not be qualitatively necessary to assist the users of the financial statements.
27. Events after the reporting date
In January 2024, the Company entered into an authorised £3,000,000 overdraft facility with its bankers. The overdraft is available until 30 November 2024 or such later date as may be advised by the bank, who have the right to terminate the overdraft facility at any time.
In May 2024, the Company entered into a £3,000,000 debt facility agreement. The debt facility has been made available to the Company for a period of 18 months from the date of signing the agreement.
There are no covenants applicable to either the overdraft or debt facility.
28. Availability of Annual Report
Copies of the Report and Accounts will be posted to shareholders where requested and the document will be available from the Company's website (www.pulsargroup.com) later today.
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