TIDMALT
RNS Number : 2248A
Altitude Group PLC
28 May 2019
28 May 2019
Altitude Group plc
("Altitude", the "Company" or the "Group")
Unaudited full year results and operational update
Altitude Group plc (AIM: ALT), the operator of a leading
marketplace for personalised products, is pleased to announce its
unaudited results for the year to 31 December 2018. The Group will
make a further announcement when the audited Annual Report for the
year ended 31 December 2018 has been published and sent to
shareholders.
Key corporate developments and operational highlights
-- Nichole Stella promoted to Group Chief Executive Officer in June 2018
-- Successful placing to raise GBP1.5 million (gross) at 60p per
Ordinary Share completed in March 2018 to accelerate the roll out
of AIMPro in strategic partnership with AI Mastermind Group LLC
("AIM")
-- Significant progress achieved in the adoption of AIMpro by
AIM members, sales orders of $19.9m processed in 2018 by 266 AIM
members, 78% of whom placed multiple orders
-- During 2018 70 AIM preferred suppliers signed up to pay
transaction fees on all orders derived through the AIMPro
platform
-- Graeme Couturier appointed as Chief Financial Officer in March 2018
Financial Highlights
-- Increased revenues GBP6.6 million (2017: GBP6.1 million), due
to GBP1.6m incremental revenue from a full year of AdProducts
(seven months contribution in 2017), less a GBP1.1m decline in the
legacy exhibitions and publications businesses in the UK and legacy
SaaS software in the US
-- Adjusted operating loss* of GBP0.8m (2017: profit GBP0.9m),
principally due to pre-revenue operating cost investment in the US
and the decline in UK exhibitions and publications contribution
-- Loss before taxation GBP2.8m (2017: profit GBP0.1m)
-- Group remains debt free and had net cash of GBP3.8m as of 30 April 2019
*Before share-based payment charges, amortisation of intangible
assets, depreciation of tangible assets and exceptional charges
Post Year End Highlights
-- Cash repayment post year end from HMRC in respect of R&D cash tax credits totalling GBP0.4m
-- Successful oversubscribed equity placing to raise GBP9.0m
(gross) at 68p per share to fund the transformational acquisition
of AIM, the largest and rapidly growing promotional products
distributor organization member group in the US for $5.0 million,
and provide the associated working capital required to accelerate
the monetisation of the combined business
-- The acquisition secured access to the annual c.$1.9 billion
aggregate AIM revenue and confers two major benefits:
-- Altitude able to offer additional added value services,
leveraging its existing applications and expertise, to help members
and supplier partners
-- It enables Altitude to immediately leverage the entire AIM
order flow in partnership with key selected contracted suppliers,
regardless of whether the order is placed through the AIMPro
platform
-- The Board is very pleased with the progress made with AIM
since acquisition and we draw shareholder and investor attention to
the detailed Summary of Progress contained in the CEO's Report
Accounting reference date
Following the acquisition of AIM the Board is considering
changing the Group's year end accounting reference date from 31
December to 31 March. Such a change in accounting reference date
would bring the Group more in line with the US promotional product
industry and would provide a better accounting cut-off date for
auditable visibility of revenue due from those suppliers on
calendar year settlement terms. The Group will provide a further
update in relation to this in due course.
Nichole Stella, CEO at Altitude, said:
"We have made substantial progress throughout the year as we
developed our relationship with AI Mastermind, providing its
members with access to our white labelled AIMPro platform. In
January 2019 we acquired AIM, the largest promotional product
supplier distributor member group in the US, securing ownership of
its $1.9 billion throughput pipeline, a huge opportunity for us to
deliver great services and value to our members and shareholders
alike.
"This acquisition is strategically significant and
transformative and has now become the core focus of our strategy as
we look to expand our US team, formalizing agreements with key
industry suppliers as part of our Preferred Supplier Partner
Programme and responding to demand from our AIM members.
"Just four months post the acquisition of AIM, we are very
pleased with progress, especially with both supplier and member
adoption. We look to the future with confidence."
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation 596/2014 of
the Market Abuse Regulation
Enquiries:
Altitude Group plc - via Instinctif Partners 020 7457 2020
Nichole Stella, Chief Executive Officer
Graeme Couturier, Chief Financial Officer
Peter Hallett, Non-Executive Chairman
finnCap Ltd 020 7220 0500
Jonny Franklin-Adams / Scott Mathieson (Corporate
Finance)
Richard Chambers (ECM)
Instinctif Partners 020 7457 2020
Matthew Smallwood
Chantal Woolcock
Chairman's Statement
Introduction
I am pleased to report that the Group has made considerable
progress in its development strategically, financially and
operationally in the year to 31 December 2018. It has been a busy
year and one of change and operational expansion under the capable
leadership of Nikki Stella who joined the Group in Q4 2017 and was
appointed CEO in June 2018.
During the year we continued to focus on developing and
enhancing our relationship with Advertising Industry Mastermind
(AIM), the largest and fastest growing promotional products
distributor member group in the US with an c. 8% share of a $23
billion market, providing its members with services and solutions
to make their businesses more efficient through the use of our
combined e-commerce trading platform, cloud-based CRM and order
management system.
As 2018 progressed we experienced increasing numbers of AIM
customers migrate to our white labelled AIMPro platform and request
enhanced services from Altitude, encouraging us to think more
strategically about the relationship. In January 2019 we acquired
AIM for $5.0 million. The acquisition will have multiple benefits,
including:
-- Securing access for Altitude to the annual c.$1.9 billion AIM
aggregate revenue throughput pipeline in perpetuity.
-- Enabling Altitude to increase margin by meeting the demand
for technology, marketing and sales service packages through the
development of tiered service programs for both distributor members
and suppliers.
-- Accelerating the disruption of the promotional product
marketplace which is highly fragmented and currently
inefficient
AIM Smarter, as it is now called, will be our main focus in
developing and growing the Group going forward. We are excited
about the opportunity and potential that will be transformational
for the Group. Even in the short space of time since the
acquisition was completed much progress has been made. 150 supplier
partners have already been contracted to the new tiered packages
and we are investing in and growing our team in the US to
facilitate and manage the strong demand for service.
Results
In the year ended 31 December 2018, the Group achieved revenues
of GBP6.6m (2017: GBP6.1m) and an adjusted operating loss (before
share-based payment charges, amortization of intangible assets,
depreciation of tangible assets and exceptional charges) of GBP0.8m
(2017: Profit GBP0.9m). Losses arose predominately from increased
operating cost investment in the United States.
Financing development
The development of our relationship with AIM and the accelerated
roll out of AIMPro was funded by a placing, announced on 28
February 2018, raising GBP1.5 million at a price of 60p per
Ordinary Share.
In addition, to finance the Acquisition of AIM and provide
working capital to substantially grow the business, in January
2019, we completed a successful equity placing raising GBP9.0
million (gross) at a price of 68p per Ordinary Share. Due to
significant demand from institutional investors, both existing and
new, the fundraise was over-subscribed and scaled up from the
GBP7.0 million we had originally set out to secure.
Board Changes
During the year there has been significant change to the
Board:
Graeme Couturier was appointed to the Board as Chief Financial
Officer on 13 April 2018. We are delighted to have welcomed him to
the Board at a time when the development of our finance function
will be critical to us realizing our growth potential.
Following Graeme's appointment, it was announced that I would
step back to Non-Executive Chairman, and Nichole Stella be
appointed Chief Executive Officer with effect from 5 June 2018.
Nichole's knowledge of the promotional products industry,
especially in the US, has and will continue to help us successfully
execute on the exciting and disruptive opportunity following the
acquisition of AIM.
Martin Varley retired from the role of Executive President on
the 30 June 2018 stepping down to the role of Non-Executive
Director.
On 9 October 2018, Shaun Parker resigned from his position as
Chief Operational Officer to pursue other opportunities and was
replaced by Deborah Wilkinson who has over 14 years' experience in
the promotional merchandise industry having been Head of Technology
at Customer Focus Software Ltd and 11 years with Altitude
Group.
On 5 December 2018 Keith Edelman was appointed to the Board as a
Non-Executive Director. Keith brings extensive commercial
experience coupled with a background in consumer facing businesses.
Keith is currently Chairman of Revolution Bars Group plc and
Pennpetro Energy plc, and a non-executive director of Headlam Group
plc and the London Legacy Development Corporation.
The Future
The business has been through significant change over the last
18 months and is now positioned for rapid growth. We have put
together a strong management team to drive that growth and acquired
AIM which provides multiple opportunities and enormous potential.
In the first 4 months since the acquisition we are seeing that
potential starting to be realized.
Peter J Hallett
Non-Executive Chairman
28 May 2019
Chief Executive's Statement
I joined the Group in Q4 2017 as President of US operations and
was appointed as Group CEO in June 2018. During the year, we
invested in our operations in order to accelerate the building of a
significant business opportunity with our strategic partner
Advertising Industry Mastermind Group LLC through the utilisation
of the AIMPro Tech Suite ("AIMPro") platform by its' members.
The roll out of AIMpro required the expansion of our US and UK
workforce to increase customer support capacity for both sides of
the supply chain. This was achieved.
The strategic and financial benefits of our growing relationship
with AIM became increasingly apparent and in January 2019 we
acquired the business, which has now become the core focus of the
Group strategy.
As a result, we are adding top talent across all facets of the
team in the US including sales, marketing and project management
positions. Headcount in the US is currently 32. By the end of 2019,
we anticipate headcount to increase further to c.40 US based team
members. In particular, we are delighted to have appointed Stacey
McConnell as Vice President of Member Services who has over 20
years' experience at top 40 distributor companies, including
4imprint and AIA Corporation, and Cathy Cummings as Head of Vendor
Relations who has over 18 years' experience with 4imprint and AIA
Corporation.
We are also delighted that Jamie Coggeshall, the founder of AIM,
agreed to remain as President of AIM for a period of at least three
years from completion of the acquisition.
In the UK, we continue to provide various software applications
to the promotional industry on a monthly recurring revenue software
as a service (SaaS) revenue model, though our focus is to
increasingly move all applications to a share of throughput revenue
model. In May 2019, the UK division also launched an enhanced
service package to a loyal base of current UK customers, with a
broader launch planned in the second half of 2019. We are
optimistic for the potential of this launch as there are currently
no similar services available to UK distributors. We will provide a
progress report as more information becomes available.
Results
Group revenues increased by GBP0.5m to GBP6.6m (2017: GBP6.1m).
The increase was primarily due to a full year contribution from
ADP, delivering incremental revenue of GBP1.6m (7 months
contribution in 2017). The underlying reduction of GBP1.1m was
principally attributable to legacy publications and exhibitions
activity in the UK and legacy SaaS software in the US. The
reduction in the US was predominantly due to the expiration of an
agreement with a large sign manufacturing group. However, revenues
generated from transactional throughput contributed GBP0.1m.
Gross profit decreased by GBP0.3m to GBP4.0m (2017: GBP4.3m).
ADP contributed incremental gross profit of GBP0.9m. The underlying
gross margin reduction was attributable to legacy publications and
exhibitions activity in the UK and SaaS software in the US.
Adjusted administration expenses* increased by GBP1.4m, or 41%
to GBP4.8m (2017: GBP3.4m) driven by the scaling up operations in
the US (GBP0.9m) and recognising a full year of ADP costs
(GBP1.0m), offset by cost reductions across the business
(GBP0.5m).
Adjusted operating loss* increased by GBP1.8m to GBP0.8m (2017:
GBP0.9m profit).
Exceptional costs of GBP0.4m (2017: GBP0.3m) principally
comprise employment termination costs, consultancy and legal costs.
Share based payment charges increased by GBP0.6m to GBP0.7m (2017:
GBP0.1m). In addition, amortisation of intangible assets and
depreciation of tangible assets increased by GBP0.4m to GBP0.8m,
principally due to a GBP0.2m charge in respect of old intangible
assets.
Included within administrative costs are software maintenance
and development costs of GBP0.4m (2017: GBP0.4m) as the Group has
maintained its support and development of its proprietary software
assets. In addition, the Group capitalised GBP0.8m of software
development costs (2017: GBP0.5m). The current level of expensed
and capitalised development costs is representative of an adequate
maintenance level of expenditure and continuous improvement of
proprietary software assets including the AIM Tech Suite,
Channl.com, Promoserve and artworktooltm.
The resulting operating loss and loss before tax for the period
was GBP2.8m (2017: GBP0.1m profit).
The taxation credit for the year arises in respect of tax
credits receivable on qualifying research and development
expenditure in 2016 and 2017. The tax credits were received in cash
on 11 January 2019.
The basic and fully diluted loss per share was (4.38p) (2017:
Earnings 0.25p and 0.24p respectively).
Cash outflow from operations excluding working capital was
GBP0.8m (2017: Inflow GBP0.6m) largely reflecting the scale up of
US operations during 2018. An increase in working capital resulted
in an additional outflow of GBP1.3m (2017: Outflow GBP0.9m),
arising predominately from the net impact of not holding a UK
National Show in January 2019 and an increase in Ad Products
inventory. The absence of show preparation impacted working capital
by GBP0.6m in 2018 through a reduction in accrued income to GBP0.3m
(2017: GBP0.7m) and a decrease in show creditors to GBP0.1m (2017:
GBP0.3m). In addition, inventory in AdProducts increased by GBP0.2m
to GBP1.7m (2017: GBP1.5m), and there was a one-off increase in
receivables due to the GBP0.4m R&D tax credit claim.
Net cash outflow from investing activities amounted to GBP1.1m
(2017: GBP1.4m) comprised of capital expenditure on tangible and
intangible assets of GBP0.3m and GBP0.8m respectively. Financing
activities generated GBP1.6m (net of expenses) from the issue of
shares for cash (2017: GBP2.9m).
Total net cash outflow was GBP1.5m (2017: GBP1.2m inflow).
The Group remains debt free and had cash resources as at 31
December 2018 of GBP0.4m (2017: GBP2.0m). As noted above the Group
received a cash repayment of GBP0.4m from HMRC in respect of
R&D tax credits on 11 January 2019, which had been expected to
be have been processed by 31 December 2018. In addition, on 15
January 2019 the Company issued further equity capital, raising
approximately GBP8.4m (net of expenses) to fund the acquisition of
Advertising Industry Mastermind Group LLC and provide working
capital to increase US operational resource. The Group's cash
balance as at 30 April 2019 was GBP3.8m.
*Before share-based payment charges, amortisation of intangible
assets, depreciation of tangible assets and exceptional charges
Summary of Progress since the acquisition of Advertising
Industry Mastermind Group LLC
On 15 January 2019 the Group acquired the Advertising Industry
Mastermind Group LLC business for a total consideration of $5.0m,
of which $3.5m was payable in cash at completion, US$0.75m was paid
into escrow for a period of 24 months, of which US$0.5m represented
conditional deferred consideration (based on the achievement of
membership retention targets) and US$0.25m is held as a contingent
fund. The balance of consideration of $0.75m was satisfied by the
issue of 860,294 consideration shares to the vendor.
Post-acquisition the business trading name was changed to AIM
Smarter LLC ("AIM").
To fund the acquisition of AIM and to provide working capital
for the planned growth in the US, the Group raised GBP9.0 million
(gross) through a placing of 14,095,589 new Ordinary Shares at a
price of 68 pence per share.
The acquisition of AIM is strategically significant and
transformative for Altitude. It is the largest and fastest-growing
promotional products distributor member group in the $23 billion US
market for promotional products, with a total estimated transaction
value across the membership base of c.$1.9 billion annually (as
declared by members), representing approximately 8.3% of the
market. Over the last 5 years AIM has delivered a 74% CAGR for the
number of members and 87% in respect of members' aggregate annual
revenue. At acquisition AIM was comprised of 1,917 members (out of
approximately 23,000 distributors across the US) and membership
numbers have grown by a further 191 or 10.0% since acquisition to a
2,108 currently.
Besides securing access for Altitude to the annual c.$1.9
billion AIM revenue throughput pipeline, the acquisition of AIM
significantly and immediately delivers two major strategic
benefits:
-- It enables Altitude to offer additional added value services,
leveraging its existing applications and expertise, to help members
and supplier partners grow their businesses, whilst at the same
time increasing our revenues.
-- It enables Altitude to immediately leverage the entire AIM
order flow in partnership with key selected contracted suppliers,
regardless of whether the order is placed through the AIMPro
platform.
AIM Operational Progress
In the four months since integration we have maintained clear
focus on three key areas; expansion of the US team to deliver
enhanced value add programs, formalization of agreements with key
industry suppliers as part of our Preferred Supplier Partner
Program, and responding to demand from our AIM members, we have
added enhanced "paid for" sales support services.
AIM Supplier Partners
Acquiring AIM enables Altitude to formalize agreements and
partnerships with suppliers that are both collaborative and
reciprocal. Through technology and marketing programs we can assist
in growing sales across our partner suppliers and thus immediately
leverage the entire AIM purchase order flow to contracted
suppliers, regardless of whether the order is placed through the
AIMPro platform.
Our supplier partner focus has been:
-- Strengthening and securing high performance partner suppliers
and purposefully reducing those who dilute performance of the
supply chain
-- Developing "Gold", "Platinum" and "Diamond" tiered packages
of unique marketing, technology and trending data insight services
for suppliers, which will increase their revenue from AIM
membership
-- Agreeing contracts with existing AIM preferred suppliers onto either of the new tiers
Excellent progress has been made with a total of 149 supplier
partners contracted to the new tiered packages, with the majority
effective from Q2 2019. First billings commenced in April 2019.
We believe that the current total and product range of the 149
currently contracted key supplier partners achieves critical mass
for the Preferred Supplier Partner Program, providing a significant
degree of coverage and revenue potential.
AIMPro Tech Suite
Given our new focus as outlined above, the utilization of the
AIMPro Tech Suite is no longer the key KPI of our financial
success. We therefore do not intend to continue the high-level
focus on this indicator. The platform is however important in
developing and maintaining the historically high levels of member
retention and assist us in developing a unique data set of industry
statistics to develop both our supplier and distributor network
providing an effective method of calibrating our supplier
revenue.
Nevertheless, sales order throughput totalling more than $31.0m,
from over 400 members was captured in the first 5 months of 2019,
with the weekly average rising from $1.0m per week in March to over
$2.0m per week in April (2018 full year sales order throughput
totalled $19.9m, averaging $383k per week). We anticipate the
weekly average sales order throughput to continue to rise as we
capture more data in the coming months. The information provided,
allows us to track trends across the membership and deliver this
information back to members in the form of Trend Reports, assisting
them in their buying decisions. The data also allows us to track
purchases across current supplier partners and negotiate the
addition of new supplier partners based on member buying
habits.
Additionally, we have created and launched over 2,900 live
distributor member websites and online company stores for their
clients, with over 890 members already actively using Altitude
services.
AIM Members
Acquiring AIM provides the Group with member revenue and the
opportunity of managing and maximizing this important new revenue
source.
AIM membership has continued to grow in the post-acquisition
period, adding a further 191 members bringing the total membership
to 2,108 from 1,917 at acquisition, an increase of 10.0%. Aggregate
member revenues are estimated at $1.9 billion.
Post-acquisition, the member services team has been focused on
stellar customer service delivery and the development, launch and
execution of membership upgrade options from the standard monthly
package to enhanced tiered service packages. These options were
developed in partnership with our members to assist them in
maximizing their business potential.
The tiered packages were "beta" launched in March 2019 through
day to day contact with members seeking additional assistance. Full
marketing for the packages launched in mid-April to great response
from the members. To date 51 members have already upgraded to one
of the packages, and billing commenced on 1st May 2019.
Outlook
We have made substantial progress throughout the year as we
developed our relationship with AI Mastermind, providing its
members with access to our white labelled AIMPro platform. In
January 2019 we acquired AIM, the largest promotional product
supplier distributor member group in the US, securing access to its
$1.9 billion throughput pipeline, presenting a huge opportunity for
us to deliver great services and value to our members and
shareholders alike.
This acquisition is strategically significant and transformative
and has now become the core focus of our strategy as we look to
expand our US team, formalizing agreements with key industry
suppliers as part of our Preferred Supplier Partner Programme and
responding to demand from our AIM members.
Just four months post the acquisition of AIM, we are very
pleased with progress, with both supplier and member adoption. We
look to the future with confidence.
Nichole Stella
Chief Executive Officer
28 May 2019
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2018
Note 2018 2017
GBP000 GBP000
Unaudited Audited
=========================================================================================================== ============== =============
Revenue
=========================================================================================================== ============== =============
- continuing 6,603 6,106
=========================================================================================================== ============== =============
Cost of sales (2,600) (1,775)
=========================================================================================================== ============== =============
Gross profit 4,003 4,331
=========================================================================================================== ============== =============
Administrative expenses before share-based payment charges
and amortisation of intangible assets, depreciation
of tangible assets, interest and exceptional charges (4,840) (3,423)
Operating (loss)/profit before share-based payment charges,
amortisation of intangible assets, depreciation of tangible
assets and exceptional charges (837) 941
Share-based payment charges (736) (79)
Depreciation and amortisation (790) (416)
Exceptional charges 5 (397) (321)
Total administrative expenses (6,764) (4,206)
=========================================================================================================== =============
Operating (loss)/profit (2,761) 125
=========================================================================================================== ============== =============
Finance income (7) -
=================================================== ====================================================== ============== =============
(Loss)/Profit before taxation (2,768) 125
=========================================================================================================== ============== =============
Taxation credit 6 423 -
=================================================== ====================================================== ============== =============
(Loss)/Profit attributable to the equity shareholders
of the Company (2,345) 125
=========================================================================================================== ============== =============
Other comprehensive (expenditure)/income:
============== =============
Items that may be reclassified subsequently to profit
and loss:
-- Foreign exchange differences (56) 18
=========================================================================================================== ============== =============
Total comprehensive (loss)/profit for the year (2,401) 143
=========================================================================================================== ============== =============
(Loss)/Earnings per ordinary share attributable to the
equity shareholders of the Company:
=========================================================================================================== ============== =============
- Basic (pence) 7 (4.38p) 0.25p
=================================================== ====================================================== ============== =============
- Diluted (pence) 7 (4.38p) 0.24p
=================================================== ====================================================== ============== =============
Consolidated Statement of Changes in Equity
for the year ended 31 December 2018
Share Capital Share Premium Retained Total
GBP000 Losses
GBP000 GBP000 GBP000
======================================== ================= ================= ============= =============
At 1 January 2017 180 6,451 (5,351) 1,280
======================================== ================= ================= ============= =============
Profit for the year - - 125 125
======================================== ================= ================= ============= =============
Foreign exchange differences - - 18 18
======================================== ================= ================= ============= =============
Total comprehensive income - - 143 143
======================================== ================= ================= ============= =============
Transactions with owners recorded
directly in equity
Shares issued for cash 23 2,912 - 2,935
======================================== ================= ================= ============= =============
Share-based payment charges - - 79 79
======================================== ================= ================= ============= =============
Total transactions with owners 23 2,912 79 3,014
======================================== ================= ================= ============= =============
At 31 December 2017 203 9,363 (5,129) 4,437
======================================== ================= ================= ============= =============
Loss for the year - - (2,345) (2,345)
======================================== ================= ================= ============= =============
Foreign exchange differences - - (56) (56)
======================================== ================= ================= ============= =============
Total comprehensive loss - - (2,401) (2,401)
======================================== ================= ================= ============= =============
Transactions with owners recorded
directly in equity
================= ================= ============= =============
Shares issued for cash 16 1,637 - 1,653
======================================== ================= ================= ============= =============
Share-based payment charges - - 736 736
======================================== ================= ================= ============= =============
Total transactions with owners 16 1,637 736 2,389
======================================== ================= ================= ============= =============
At 31 December 2018 219 11,000 (6,794) 4,425
Consolidated Balance Sheet
as at 31 December 2018
2018 2017
GBP000 GBP000
Unaudited Audited
=================================== =============== =============
Non current assets
=================================== =============== =============
Property, plant & equipment 319 100
=================================== =============== =============
Intangible assets 1,108 1,059
=================================== =============== =============
Goodwill 564 564
=================================== =============== =============
Deferred tax 426 426
=================================== =============== =============
2,417 2,149
Current assets
=================================== =========== ===========
Inventory 1,734 1,518
=================================== =========== ===========
Trade and other receivables 914 1,446
=================================== =========== ===========
Cash and cash equivalents 420 1,963
=================================== =========== ===========
3,068 4,927
=================================== =========== ===========
Total assets 5,485 7,076
Current liabilities
================================ ============= =============
Trade and other payables (1,060) (2,639)
================================ ============= =============
Total liabilities (1,060) (2,639)
================================ ============= =============
Net assets 4,425 4,437
Equity attributable to equity holders of the Company
============================================================ ============= =============
Called up share capital 219 203
============================================================ ============= =============
Share premium account 11,000 9,363
============================================================ ============= =============
Retained losses (6,794) (5,129)
============================================================ ============= =============
Total equity 4,425 4,437
Consolidated Cash Flow Statement
for the year ended 31 December 2018
2018 2017
GBP000 GBP000
Unaudited Audited
=========================================================== ============== ============
Cash ows from operating activities
=========================================================== ============== ============
(Loss)/profit for the period (2,345) 125
=========================================================== ============== ============
Amortisation of intangible assets 723 383
=========================================================== ============== ============
Depreciation 67 38
=========================================================== ============== ============
Share-based payment charges 736 79
=========================================================== ============== ============
Operating cash in ow before changes in working capital (819) 625
=========================================================== ============== ============
Movement in inventory (216) (392)
=========================================================== ============== ============
Movement in trade and other receivables 532 (1,039)
=========================================================== ============== ============
Movement in trade and other payables (1,579) 489
=========================================================== ============== ============
Operating cash out ow from operations (2,082) (318)
=========================================================== ============== ============
Interest received - -
=========================================================== ============== ============
Net cash ow from operating activities (2,082) (318)
=========================================================== ============== ============
Cash ows from investing activities
=========================================================== ============== ============
Purchase of tangible assets (283) (56)
=========================================================== ============== ============
Purchase of intangible assets (769) (591)
=========================================================== ============== ============
Purchase of certain assets and business undertaking
of AdProducts.com Limited (note 4) - (748)
=========================================================== ============== ============
Net cash ow from investing activities (1,052) (1,395)
=========================================================== ============== ============
Financing activities
=========================================================== ============== ============
Issue of shares for cash (net of expenses) 1,591 2,935
=========================================================== ============== ============
Net cash ow from financing activities 1,591 2,935
=========================================================== ============== ============
Net (decrease)/increase in cash and cash equivalents (1,543) 1,222
=========================================================== ============== ============
Cash and cash equivalents at the beginning of the
year 1,963 741
=========================================================== ============== ============
Effect of exchange rate fluctuations on cash held - -
=========================================================== ============== ============
Cash and cash equivalents at the end of the year 420 1,963
Notes to the Consolidated Financial Statements
1 Financial information
The financial information set out herein does not constitute the
Group's statutory accounts for the year ended 31 December 2018 or
the year ended 31 December 2017 within the meaning of section 435
of the Companies Act 2006. The 2018 statutory accounts have not
been finalised but this preliminary announcement has been prepared
by the Directors based on the results and position which they
expect will be reflected in the statutory accounts. The comparative
information in respect of the year ended 31 December 2017 has been
derived from the audited statutory accounts for the year ended on
that date upon which an unmodified audit opinion was expressed and
which did not contain a statement under section 498 (2) or (3) of
the Companies Act 2006. The audited accounts will be posted to all
shareholders in due course and will be available on the Group's
website. A further announcement will be made at that time.
2 Basis of preparation
The financial information has been prepared in accordance with
the recognition and measurement principles of International
Financial Reporting Standards (IFRS) adopted for use in the
European Union, including IFRIC interpretations issued by the
International Accounting Standards Board, and in accordance with
the AIM rules and is not therefore in full compliance with IFRS.
IFRS 9 and IFRS 15 have been adopted in the current year. The other
principal accounting policies of the Group have remained unchanged
from those set out in the Group's 2017 annual report.
The Accounts have been prepared under the historical cost
convention. The Consolidated Financial Statements are presented in
Sterling, rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
In preparing the condensed, consolidated financial statements,
management are required to make accounting assumptions and
estimates. The assumptions and estimation methods are consistent
with those applied to the Annual Report and financial statements
for the year ended 31 December 2017. Additionally, the principal
risks and uncertainties that may have a material impact on
activities and results of the Group remain materially unchanged
from those described in that Annual Report except as noted below
with regard to the adoption of IFRS 9 and IFRS 15.
The Group has adopted IFRS 9 in these financial statements, with
effect from 1 January 2018. IFRS 9 'Financial Instruments' replaced
IAS 39 'Financial Instruments: Recognition and Measurement'. It
makes major changes to the previous guidance on the classification
and measurement of financial assets and introduces an 'expected
credit loss' model for the impairment of financial assets. When
adopting IFRS 9, the Group has applied transitional relief and
opted not to restate prior periods. No differences arose on the
transition to IFRS 9.
The Group has adopted IFRS 15 Revenue from Contracts with
Customers with a date of initial application of 1 January 2018. As
a result, the Group has changed its accounting policy for revenue
recognition to be in line with IFRS 15.
The Group has applied IFRS 15 using the cumulative effect method
- i.e. by recognising the cumulative effect of initially applying
IFRS 15 as an adjustment to the opening balance of equity at 1
January 2018. Therefore, the comparative information has not been
restated and continues to be reported under IAS 18. Had the Group
not applied IFRS15 in this financial period, there would have been
no material difference to the reported results.
Revenue represents the amounts receivable, excluding sales
related taxes, for goods and services supplied during the period to
external customers shown net of VAT, returns, rebates and
discounts.
When assessing revenue recognition against IFRS15, the Group
assess the contract against the five steps of IFRS15:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
This process includes the assessment of the performance
obligations within the contract and the allocation of contract
revenue across these performance obligations once identified.
Revenue is recognised either at a point in time or over time, when,
or as, the Group satisfies performance obligations by transferring
the promised goods or services to its customers.
The Group has a number of different revenue streams. Revenue
from trade exhibitions, catalogues, promotional products (through
AdProducts) and other services is recognised when the company has
delivered its obligations to its customers, normally when an
exhibition takes place, or the catalogue or promotional product is
delivered, or when that service has been provided to the customer.
Revenues in respect of software product licences and associated
maintenance and support services are typically recognised evenly
over the period to which they relate.
In comparative periods, revenue is recognised at the fair value
of the consideration received or receivable for the sale of goods
and services in the ordinary course of business and is shown net of
Value Added Tax.
The difference between the amount of income recognised and the
amount invoiced on a particular contract is included in the
statement of financial position as deferred income. Amounts
included in deferred income due within one year are expected to be
recognised within one year and are included within current
liabilities.
3. Operating Segments
The Group is currently organised as two operating segments:
-- To enable the buyers and sellers of products to interact and
trade, through the provision of technology, promotional products,
catalogues and exhibition services, predominantly in the
promotional merchandising and printing sectors ("Technology and
Information")
-- The sale of promotional products (AdProducts)
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. An operating
segment's operating results are reviewed regularly by the Chief
Executive Officer, who is regarded as the Chief Operating Decision
Maker ("CODM") to make decisions about resources to be allocated to
the segment and assess its performance, and for which discrete
financial information is available. The directors have concluded
that there are two operating segments on the basis of the
information presented to the CODM. This position will be monitored
as the Group develops and particularly as AdProducts is integrated
vertically with the Technology and Information business and the
business continues to expand in the United States through the
acquisition of the AI Masterminds Group LLC business.
4. Segmental Information
The results of the "Technology & Information" and
"AdProducts" segment are as follows:
2018 2017
GBP000 GBP000
Unaudited Audited
===================================================== =========== =========
Turnover
Technology & Information (all relates to the
provision of services) 2,889 3,969
AdProducts (sale of goods) 3,714 2,137
6,603 6,106
===================================================== =========== =========
Operating (loss)/profit before share-based charges,
amortization of intangible assets, depreciation
of tangible assets, interest and exceptional
charges
Technology & Information
AdProducts (904) 584
67 357
(837) 941
===================================================== =========== =========
Operating (loss)/profit
Technology & Information (2,757) (207)
AdProducts (4) 332
(2,761) 125
===================================================== =========== =========
Depreciation
Technology & Information 14 27
AdProducts 53 11
67 38
===================================================== =========== =========
Amortisation
Technology & Information 690 383
AdProducts 33 -
723 383
Segment assets consist primarily of property, plant and
equipment, intangible assets, trade and other receivables and cash
and cash equivalents. Segment liabilities comprise operating
liabilities.
Capital expenditure comprises additions to property, plant and
equipment and intangible assets, including additions resulting from
acquisitions through business combinations.
The segment assets and liabilities at 31 December 2018 and
capital expenditure for the year then ended are as follows. This
information has not been disclosed by reporting segment as the
information by segment is not regularly reported to the chief
operating decision maker.
2018 2017
GBP000 GBP000
Unaudited Audited
---------------------------- ----------- ---------
Assets 5,485 7,076
============================ =========== =========
Liabilities 1,060 2,639
============================ =========== =========
Operating Profit / (loss) (2,761) 125
============================ =========== =========
Capital expenditure 1,052 647
The Group's revenue from external customers and information
about its segment assets (non-current assets excluding financial
instruments, deferred tax assets and other financial assets) by
geographical location are detailed below:
Revenue from external Non-current assets
customers
================= ========================== ==========================
2018 2017 2018 2017
GBP000 GBP000 GBP000 GBP000
Unaudited Audited Unaudited Audited
================= ============= =========== ============= ===========
North America 498 899 97 23
================= ============= =========== ============= ===========
United Kingdom 6,105 5,207 2,320 2,126
================= ============= =========== ============= ===========
6,603 6,106 2,417 2,149
5. Exceptional expenses
2018 2017
GBP'000 GBP'000
Unaudited Audited
----------------------------------- ----------- ---------
Exceptional termination costs 180 272
----------------------------------- ----------- ---------
Acquisition and consultancy costs 149 49
----------------------------------- ----------- ---------
Other costs 68 -
----------------------------------- ----------- ---------
397 321
The exceptional charges relate to the costs of terminating
employment arising from restructuring exercises undertaken.
Acquisition and consultancy costs arise from the acquisition of Ad
Products and the restructuring.
Legal, acquisition and consultancy costs arise from the
acquisition of AI Mastermind and continued restructuring of legacy
UK publications and exhibitions business.
6. Taxation
2018 2017
GBP000 GBP000
Unaudited Audited
======================================= =============== =============
Corporation tax credit 423 -
======================================= =============== =============
Deferred tax origination and reversal - -
of timing differences
======================================= =============== =============
Total tax in consolidated statement 423 -
of income
The corporation tax credit for the year is in respect of tax
credits receivable on qualifying research and development
expenditure in 2016 and 2017. The tax credits were received in cash
on 11 January 2019. The directors are considering the potential
level of qualifying research and development spend for 2018 and
therefore no amount has been recognised.
7. Basic and diluted earnings per ordinary share
The calculation of earnings per ordinary share is based on the
profit for the period after taxation and the weighted average
number of equity voting shares in issue as follows:
2018 2017
Unaudited Audited
------------------------------------------------------- ------------- -----------
(Loss)/Profit attributable to the equity shareholders
of the Company (GBP'000) (2,345) 125
Weighted average number of shares (number '000) 53,579 49,045
Fully diluted average number of shares (number
'000) 55,065 51,133
Basic (loss)/earnings per ordinary share (pence) (4.38p) 0.25p
-----------
Diluted (loss)/earnings per ordinary share
(pence) (4.38p) 0.24p
------------------------------------------------------- ------------- -----------
In the current year the effects of share options that could
potentially dilute basic earnings per share in the future were not
included in the calculation of diluted earnings per share because
they are anti-dilutive for the current year.
In the prior year the calculation of diluted earnings per share
is based on the basic earnings per share, adjusted to allow for the
issue of shares on the assumed conversion of all dilutive options.
Additional shares were issued post year end as part of the share
placing (note 7).
8. Post Balance Sheet Events
On 15 January 2019, the Group announced a conditional placing of
13,235,295 new Ordinary Shares ("the Placing"), and the issue of
860,294 Ordinary Shares ("the Consideration Shares") at a price of
68 pence per Ordinary Share, raising gross cash proceeds of GBP9
million from the placing and to additionally provide US$0.75m of
the consideration to the vendor of Advertising Industry Mastermind
LLC.
5,334,525 of the shares were immediately issued on existing
shareholder authority and admitted to trading on 16 January 2019
("the First Placing"), and the remaining 7,900,770 shares were
admitted on 1 February 2019 ("the Second Placing"), following a
General Meeting held on 31 January 2019 to obtain shareholder
authority for the issue of these shares. The 860,294 Consideration
Shares were admitted on 27 February 2019 following receipt of an
Independent Valuation Report of the non-cash consideration required
under the Companies Act 2006.
The proceeds from the Placing and the Consideration shares will
be used to:
-- Fund the acquisition of the membership-based trade group of
independent promotional product distributors business of
Advertising Industry Mastermind Group LLC, for a maximum
consideration of US$5.0m, comprising US$4.25m payable in cash from
the First Placing and US$0.75m to be satisfied by the issue of the
Consideration Shares.
-- US$0.75m of the cash consideration is to be held in escrow
for a period of 24 months, US$0.5m as conditional deferred
consideration (based on the achievement of membership retention
targets) and US$0.25m as a contingent fund.
-- The sterling equivalent of proceeds applied as the cash
consideration for the acquisition amounted GBP3.4 million
-- The balance of the issue proceeds of GBP5.6m will provide
additional working capital to increase US operational resource
(GBP5.1m) and pay the transaction expenses of GBP0.6 million
9. Acquisition of the Advertising Industry Mastermind Group LLC business
As noted above, on 15 January 2019 the Group acquired the
Advertising Industry Mastermind Group LLC business for a total
consideration of $5.0m, of which $3.5m was payable in cash at
completion, US$0.75m was paid into escrow for a period of 24
months, of which US$0.5m represented conditional deferred
consideration (based on the achievement of membership retention
targets) and US$0.25m is held as a contingent fund. The balance of
consideration of $0.75m was satisfied by the issue of 860,294
consideration shares to the vendor. Post-acquisition the business
trading name was changed to AIM Smarter LLC ("AIM")
The transaction has been accounted for in 2019 using the
acquisition method of accounting.
The directors are in the process of valuing the acquired assets
and liabilities including the acquired intangible assets.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PGUBUAUPBPGM
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May 28, 2019 02:01 ET (06:01 GMT)
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