TIDMACC

RNS Number : 7013U

Access Intelligence PLC

11 April 2016

11 April 2016

ACCESS INTELLIGENCE PLC

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

PRELIMINARY RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2015

Access Intelligence Plc (AIM: ACC), a leading supplier of Software-as-a-Service (SaaS) solutions for reputation and operational risk management, announces its unaudited results for the year ended 30 November 2015.

Highlights

   --      Strategic M&A activity has strengthened the Group's portfolio of core products and services 
   --      Group revenue from continuing operations at year end up by 89% to GBP8.1m from GBP4.3m 
   --      Recurring revenue from continuing operations up by 99% to GBP7.5m from GBP3.7m 

-- Strategic shift in focus with increased emphasis on the development of the reputation and risk management divisions of the business

   --      Cash balance of GBP1,523,000 (2014: GBP1,144,000) 

-- Total technology spend of GBP3,448,000 (2014: GBP3,940,000) of which GBP1,526,000 (2014: GBP1,577,000) was capitalised

Michael Jackson, Non-Executive Chairman, commented:

"I am pleased to announce the results for FY2015 in what has been a pivotal year for Access Intelligence plc. Our strategic M&A activities have refocussed the Group firmly in the Reputation Management market, whilst divesting a non-core asset in software maintenance and hosting. The EBITDA loss reflects the substantial reorganisation costs associated with Group M&A and research and development. Post year end, the Group also divested of a non-core asset Due North Ltd for GBP4.5 million."

For further information:

 
                                       0843 659 
 Access Intelligence plc                   2940 
 Michael Jackson (Non-Executive 
  Chairman) 
 Joanna Arnold (CEO) 
  Daryl Paton (CFO) 
 Allenby Capital Limited (Nominated    020 3328 
  Adviser & Broker)                        5656 
 Simon Clements / James Thomas 
 

Forward looking statements

This announcement contains forward-looking statements.

These statements appear in a number of places in this announcement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, revenue, financial condition, liquidity, prospects, growth, strategies, new products, the level of product launches and the markets in which we operate.

Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors.

These factors include any adverse change in regulations, unforeseen operational or technical problems, the nature of the competition that we will encounter, wider economic conditions including economic downturns and changes in financial and equity markets. We undertake no obligation publicly to update or revise any forward-looking statements, except as may be required by law.

Chairman's Statement and Strategic Report

I am pleased to announce our results for the year ended 30 November 2015.

2015 has been a pivotal year for Access Intelligence, during which we restructured our portfolio around our reputation and risk management software interests though a series of acquisitions and divestments.

During the year we made a substantial acquisition of the UK operations of Cision UK Ltd and Vocus UK Ltd. This acquisition, combined with our existing reputation business significantly strengthens our position in the reputation management space.

Our strategic focus on reputation and risk management software also prompted the divestment of the software maintenance and hosting business Willow Starcom Ltd and, more recently in 2016, the e-procurement solution provider Due North Ltd.

Outlook

The current global political, economic and business climate continues to reinforce the importance of effective reputation and risk management, and, moreover, the interdependence of the two.

Organisations in both regulated and non-regulated environments recognise the importance of bringing highly flexible, domain-driven software and responsive business analytics to bear on building and safeguarding reputation through both responsible, compliant operations and effective communication. It is therefore essential that we continue to invest in innovative research and development to unify the position of our products in the market and to make our software synonymous with customer success.

We are excited about the acquisition and development of the reputation management business. The media and communications environment has been subject to dramatic change in recent years, and as such our software is increasingly relevant, with customers seeking to influence multiple stakeholders in support of tangible operational success. We expect our strengthened product suite to drive greater market share as we build on the momentum post- acquisition.

I would like to take this opportunity on behalf of the Board to thank you for your continued support of Access Intelligence.

Strategic Report

Results

The 2015 financial year has been a year of significant opportunity for the Group to restructure its operations and focus its commitment on the SaaS business model within the reputation and risk management sectors. This has included the strategic acquisition of a substantial new business in June 2015 to complement the Group's existing reputation software platform and the divestment of a non-core IT support services business in April 2015. Prior to the year-end, the Board also made the decision to divest a further non-core e-procurement business, with the sale being completed in February 2016.

All companies that form part of the Group's continuing operations saw their revenue increase year on year, with the exception of A.I. Talent Limited. Notable revenue increases were delivered by AITrackRecord Limited (34%) and Access Intelligence Media & Communications Limited (19%), with total revenue from existing continuing operations increasing by 11% to GBP4,768,000 (2014: GBP4,291,000).

In addition, the acquisition contributed revenue of GBP3,351,000 for the six month period that it formed part of the Group, resulting in Group revenue from continuing operations increasing by 89% to GBP8,119,000 (2014: GBP4,291,000). Reported revenue for the acquisition is not considered by the Board to be fully reflective of the business acquired due to the requirements of acquisition accounting (see Note 8 of the consolidated accounts for further detail on the estimation of the fair value of deferred revenue on acquisition).

Recurring revenue from existing continuing operations increased by 14% to GBP4,297,000 (2014: GBP3,756,000), with the acquisition contributing a further GBP3,189,000. As a result, total recurring revenue from continuing operations increased significantly to GBP7,486,000 for the year (2014: GBP3,756,000) and accounted for 92% (2014: 88%) of total revenue.

At 30 November 2015, total deferred revenue from continuing operations stood at GBP4,643,000 (2014: GBP1,932,000) reflecting again the impact of the acquisition in the year which added GBP2,794,000 to deferred revenue at year end. Total Group deferred revenue at year end stood at GBP5,264,000 (2014: GBP3,246,000).

Gross margin from existing continuing operations has remained broadly consistent at 77% (2014: 78%). However, overall gross profit from continuing operations has fallen to 60%, primarily as a result of the acquisition which has higher direct costs of sales than the existing continuing operations and short-term transition and migration costs.

The Group has undertaken extensive and ongoing restructuring during the year to reduce costs with the full impact of this not being fully reflected in the 2015 financial performance. In addition, the acquisition had immediate synergistic benefits as the Group consolidated London offices and removed duplicated roles although it is notable that the benefit of these synergies is also not fully reflected in the 2015 financial performance. As a result of the restructuring and refocusing of the business during the year, earnings before interest, tax, depreciation and amortisation (EBITDA) pre- impairment charges from existing continuing operations declined to a loss of GBP1,359,000 (2014: loss GBP696,000). The acquisition contributed a further EBITDA loss for the period that it was part of the group of GBP379,000, resulting in a total EBITDA loss for the year of GBP1,738,000 (2014: loss GBP696,000).

Operating loss from continuing operations before impairments was GBP2,523,000 (2014: loss GBP565,000), with a loss of GBP1,686,000 from existing continuing operations and a loss of GBP837,000 from the acquisition. In arriving at the operating loss the Group has charged GBP1,922,000 (2014: GBP2,363,000) for research and development expenditure, GBP716,000 (2014: GBP270,000) for depreciation and amortisation, GBP153,000 (2014: Nil) in acquisition costs, GBP70,000 (2014: Nil) loss on disposal of fixed assets and GBP278,000 (2014: Nil) in restructuring costs. Development costs relating to the risk platform moved to normalised operational levels mid-year.

2016 will see continued restructuring of the business and investment across the Company's brands with the full benefits expected to come through towards the end of the current financial year and into 2017.

Loss per share

The basic loss per share from continuing operations was 1.55p (2014: loss 0.68p). Basic earnings per share from discontinued operations was 0.27p (2014: 0.22p).

Cash

Cash at the year-end stood at GBP1,523,000 (2014: GBP1,144,000) whilst net debt increased to GBP2,593,000 (2014: GBP157,000) during the year, primarily as a result of new loan notes issued to finance the strategic acquisition.

Dividend

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As a result of the significant investment the Company has made in the strategic product innovation and sales development, the directors do not propose to pay a dividend for 2015.

OPERATIONS

Software as a Service

PR, Public Affairs and Reputation Management

The landscape for Vuelio radically changed in 2015 when we acquired the UK assets of communications software company Cision, prompting a rebrand and refocus. The deal also immediately increased our customer base in this space from 300 to more than 2,000. Where we previously served primarily the public sector and FTSE 100 companies, we now have customers of all sizes in numerous sectors, in particular, marketing, PR and digital agencies.

We have reorganised our sales and marketing operations to support a dual focus on growth and strategic services. The addition of trade and assets of Cision UK Ltd and Vocus UK Ltd brings immediate scale and bolsters our growth opportunity. To underpin this, we have built a talented team to continue delivering solutions relevant to this evolving market. This team will target high-value accounts, particularly through up selling and cross selling, in key public sector and high-regulation sectors.

Access Intelligence has rapidly developed Vuelio's communications management software platform to address the needs of this expanded market. These changes are also aimed at supporting a swift migration of clients from Cision and Vocus software, which is currently underway, providing a platform for profitable growth through further development.

Incident & Crisis Management

AIControlPoint saw a 100% client retention in 2015 but limited revenue growth due to the downturn in the oil and gas market. We have also helped ensure future growth by diversifying our target markets and focusing on several new industries. Among our wins were new clients in the transport sector, including the Manchester Airport Group, as well as building a pipeline in the aviation, travel and local government space.

Training, Competence and Employee Performance Management

Tightening FCA regulation has brought a focus on senior managers and individual accountability in the financial services sector. This provided us with an opportunity to augment AITrackRecord in 2015, empowering customers in the face of these changes. Our improved Training and Competence system unifies competence, performance, accountability and compliance tracking and, crucially, provides evidence of adherence to the new regime. The updated platform centralises all pertinent information, even digitising legacy paper-based processes. This simplifies compliance and significantly reduces cost.

Leading FTSE 100 wealth management firm St. James's Place was an early adopter of the new platform. Additional customers are targeted for switchover throughout 2016.

Strategy and Market

The M&A activity that the Group has undergone over the past 12 months has created a seismic shift in focus towards Reputation Management. We now have an exceptional portfolio of products and services for stakeholder engagement and reputation management throughout the UK and Europe. As customers seek to drive a unified, consistent engagement strategy across multiple stakeholders, they require a comprehensive software portfolio integrated across their communications teams. Highly regulated industries continue to champion the embedding of best practices in good corporate governance, risk management and effective compliance ensuring that our product suite is well positioned to gain continued traction in both reputation and risk management.

SaaS based solutions continue to provide companies with a scalable, resilient and value-driven alternative to the costly maintenance of in-house on premise solutions. Access Intelligence continues to capitalise on the wider adoption of SaaS solutions and services to provide tangible alternatives to customers, as well as long term revenue visibility and stability for investors.

2016 represents a challenging year of customer migrations and further operational restructuring to ensure the optimal platform for growth. Our focus over the coming year will be maximising the opportunities secured from our recent acquisition and embedding our market share in an ever-shifting competitive landscape. As the sole provider of a multi- faceted stakeholder engagement platform we are well positioned to offer a truly diversified offering.

Disposal of Willow Starcom

Following the Group's decision to focus on reputation and risk management SaaS based solutions, Access Intelligence divested Willow Starcom Limited on 21 April 2015. Willow Starcom delivered infrastructure support and cloud based IT services but was considered non-core to the Group as it looked to scale its SaaS offering. The net cash inflow received for the company amounted to GBP1,141,000 and resulted in a profit on disposal of the company of GBP900,000.

Disposal of Due North Limited

In line with Access Intelligence's strategy to focus on SaaS solutions in reputation and risk management, on 3 February 2016, the Group disposed of Due North Limited for a cash consideration of GBP4,500,000. The decision to divest Due North was a result of the management team's commitment to dispose of non-core businesses and provide the Group with greater financial flexibility and value for our shareholders

Directors and Staff

2015 has demonstrated that our core belief of building a Group based on the expertise, experience and integrity of our industry-leading team is delivering significant value. I would like to thank all our staff for their hard work and commitment, which has enabled us to recognise considerable progress during 2015 and we expect to benefit from this in the coming years. As a Group we have delivered growth, and I look forward to our continued operational successes in 2016.

Consolidated Statement of Comprehensive Income

Year ended 30 November 2015

 
                                                                      Note Continuing                Discontinued                Continuing               Discontinued 
                                                                           Operations                 Operations                 Operations                Operations 
                                                                                 2015                 2015                       2014                      2014 
                                                                              GBP'000                 GBP'000                    GBP'000                   GBP'000 
=====================================================================================  ==========================  ========================  ========================= 
 Revenue                              3                          8,119                               2,737                        4,291                    4,255 
  Cost of sales                                                  (3,277)                              (881)                        (949)                   (1,419) 
==========================  ===========  ============================================  ==========================  ========================  ========================= 
 Gross profit                                                                   4,842                       1,856                     3,342                      2,836 
 Administrative expenses                                                      (7,339)                     (2,046)                   (3,871)                    (2,292) 
 Share-based payment                                                             (26)                           -                      (36)                          - 
 Operating (loss)/profit 
  before impairment                                                           (2,523)                       (190)                 (565) 544                 544 
 Profit on disposal of 
  subsidiary undertaking              6                                             -                         900                         -                          - 
 Impairment of intangibles           11                                       (1,899)                           -                     (798)                          - 
==========================  ===========  ============================================  ==========================  ========================  ========================= 
 Operating (loss)/profit              5                                       (4,422)                         710                   (1,363)                        544 
 Financial income                                                                   1                           -                         1                          - 
 Financial expense                                                              (266)                           -                     (115)                          - 
 (Loss)/profit before 
  taxation                                                                    (4,687)                         710                   (1,477)                        544 
 Taxation credit/(charge)             9                                           763                        (29)                     (121)                       (28) 
==========================  ===========  ============================================  ==========================  ========================  ========================= 
 (Loss)/profit for the 
  year                                                                        (3,924)                         681                   (1,598)                        516 
 Profit for the year 
  from discontinued 
  operations                          6                                           681                           -                       516                          - 
 Loss for the year                                                            (3,243)                                               (1,082) 

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=======================================  ============================================  ====================================================  ========================= 
 Other comprehensive income                                                         -                                                     - 
=======================================  ============================================  ====================================================  ========================= 
 Total comprehensive income 
  for the period attributable 
  to the owners of the parent 
  company                                                                     (3,243)                                               (1,082) 
=======================================  ============================================  ====================================================  ========================= 
 Earnings per share 
 Basic (loss)/earnings 
  per share                          10                                       (1.55)p                       0.27p                   (0.68)p                      0.22p 
 Diluted (loss)/earnings 
  per share                          10                                       (1.55)p                       0.25p                   (0.68)p                      0.22p 
==========================  ===========  ============================================  ==========================  ========================  ========================= 
 

Consolidated Statement of Financial Position

At 30 November 2015

 
                                 Note       2015       2014 
                                         GBP'000    GBP'000 
------------------------------  -----  ---------  --------- 
  Non-current assets 
  Property, plant and 
   equipment                                 273        523 
  Intangible assets                        7,423      8,406 
  Deferred tax assets                        865        419 
  Total non-current 
   assets                                  8,561      9,348 
  Current assets 
  Inventories                                  -        142 
  Trade and other receivables              3,628      2,613 
  Current tax receivables                    101        237 
  Cash and cash equivalents                1,523      1,144 
  Assets classified 
   as held for sale                 7      3,869          - 
 =============================  =====  =========  ========= 
  Total current assets                     9,121      4,136 
 ====================================  =========  ========= 
  Total assets                            17,682     13,484 
 ====================================  =========  ========= 
  Current liabilities 
  Trade and other payables                 1,225      1,526 
  Accruals and deferred 
   income                                  6,398      4,050 
  Interest bearing loans 
   and borrowings                  12      1,277          - 
  Liabilities classified 
   as held for sale                 7      1,455          - 
 =============================  =====  =========  ========= 
  Total current liabilities               10,355      5,576 
 ====================================  =========  ========= 
  Non-current liabilities 
  Trade and other payables                   391         60 
  Interest bearing loans 
   and borrowings                  12      2,839      1,301 
  Deferred tax liabilities                   336        956 
 =============================  =====  =========  ========= 
  Total non-current liabilities            3,566      2,317 
 ====================================  =========  ========= 
  Total liabilities                       13,921      7,893 
 ====================================  =========  ========= 
  Net assets                               3,761      5,591 
 ====================================  =========  ========= 
  Equity 
  Share capital                            1,535      1,324 
  Treasury shares                          (148)      (148) 
  Share premium account                    1,271        224 
  Capital redemption 
   reserve                                   191        191 
  Share option reserve                       364        338 
  Equity reserve                             255        126 
  Retained earnings                          293      3,536 
 =============================  =====  =========  ========= 
  Total equity attributable 
   to the equity holders 
   of the parent company                   3,761      5,591 
 ====================================  =========  ========= 
 
 

Consolidated Statement of Changes in Equity

Year ended 30 November 2015

 
                                      Treasury          Share               Capital          Share 
                      Share            shares           premium             redemption       option         Equity           Retained 
                      capital          GBP'000          account             reserve          reserve        reserve          earnings      Total 
                      GBP'000                           GBP'000             GBP'000          GBP'000        GBP'000          GBP'000       GBP'000 
===============  ============  ===============  ===============  =====================  ============  =============  ================  =========== 
 Group 
 At 1 December 
  2013                  1,324            (148)              224                    191           331            126             4,618        6,666 
 Total 
  comprehensive 
  loss for the 
  year                      -                -                -                      -             -              -           (1,082)      (1,082) 
 Transactions 
  with owners 
 Share-based 
  payments - 
  current year              -                -                -                      -            36              -                 -           36 
 Tax reversal 
  relating to 
  share-based 
  payment                   -                -                -                      -          (29)              -                 -         (29) 
---------------  ------------  ---------------  ---------------  ---------------------  ------------  -------------  ----------------  ----------- 
 At 30 November 
  2014                  1,324            (148)              224                    191           338            126             3,536        5,591 
---------------  ------------  ---------------  ---------------  ---------------------  ------------  -------------  ----------------  ----------- 
 At 1 December 
  2014                  1,324            (148)              224                    191           338            126             3,536        5,591 
---------------  ------------  ---------------  ---------------  ---------------------  ------------  -------------  ----------------  ----------- 
 Total 
  comprehensive 
  loss for the 
  year                      -                -                -                      -             -              -           (3,243)      (3,243) 
 Equity 
  component 
  of 
  convertible 
  loan notes 
  net of 
  deferred 
  tax                       -                -                -                      -             -            129                 -          129 
 Transactions 
  with owners 
 Issue of share 
  capital                 211                -            1,047                      -             -              -                 -        1,258 
 Share-based 
  payments - 
  current year              -                -                -                      -            26              -                 -           26 
 Tax reversal               -                -                -                      -             -              -                 -            - 
  relating to 
  share-based 
  payment 
---------------  ------------  ---------------  ---------------  ---------------------  ------------  -------------  ----------------  ----------- 
 At 30 November 
  2015                  1,535            (148)            1,271                    191           364            255               293        3,761 
---------------  ------------  ---------------  ---------------  ---------------------  ------------  -------------  ----------------  ----------- 
 

Consolidated Statement of Cash Flow

Year ended 30 November 2015

 
                                            Note      2015      2014 
                                                   GBP'000   GBP'000 
 Loss for the year                                 (3,243)   (1,082) 
 Adjusted for: 
 Taxation                                    9       (734)       149 
 Depreciation and amortisation               11        948       409 
 Impairment of intangible assets             11      1,899       798 
 Share option charge                                    26        36 
 Financial income                                      (1)       (1) 
 Financial expense                                     266       115 
 Loss on disposal of property, plant 
  and equipment                                         70         2 
 Profit on sale of Willow Starcom 
  Ltd                                        6       (900)         - 
==========================================  ====  ========  ======== 
 Operating cash (outflow)/inflow before 
  changes in working capital                       (1,669)       426 
 (Increase) in trade and other receivables           (496)     (590) 
 Decrease in inventories                                 8        26 
 Increase in trade and other payables                  344     1,192 
================================================  ========  ======== 
 Net cash (outflow)/inflow from operations 
  before taxation                                  (1,813)     1,054 
 Taxation received                                     237       356 
================================================  ========  ======== 
 Net cash (outflow)/inflow from operations         (1,576)     1,410 
================================================  ========  ======== 
 Cash flows from investing 
 Interest received                                       1         1 

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 Acquisition of property, plant and 
  equipment and software licences            11       (66)     (140) 
 Cost of software development                11    (1,541)   (1,573) 
 Acquisition of trade and assets             8     (1,340)         - 
 Disposal of Willow Starcom                  6       1,487         - 
 less: cash and cash equivalents disposed 
  of                                         6       (346)         - 
 Move to held for sale of Due North          7       (207)         - 
==========================================  ====  ========  ======== 
 Net cash outflow from investing                   (2,012)   (1,712) 
================================================  ========  ======== 
 Cash flows from financing activities 
 Interest paid                                       (192)      (75) 
 Issue of shares and share option 
  exercise proceeds                                  1,200         - 
 Exercise of share options                              59         - 
 Issue of loan notes                         12      2,900         - 
==========================================  ====  ========  ======== 
 Net cash inflow/(outflow) from financing            3,967      (75) 
================================================  ========  ======== 
 Net increase/(decrease) in cash and 
  cash equivalents                                     379     (377) 
 Opening cash and cash equivalents                   1,144     1,521 
==========================================  ====  ========  ======== 
 Closing cash and cash equivalents                   1,523     1,144 
==========================================  ====  ========  ======== 
 

Notes to the financial statements

   1.         Basis of preparation 

This announcement has been prepared in accordance with the Company's accounting policies, which in turn are in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006. IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission. The accounting policies comply with each IFRS that is mandatory for accounting periods ended 30 November 2015.

The results are unaudited, however we do not expect there to be any difference between the results presented and those within the annual report.

The financial information set out above does not constitute the Group's statutory accounts, but is derived from those accounts. The statutory accounts for the year ended 30 November 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Group's annual general meeting.

   2.         Basis of consolidation 

The Group results comprise the financial statements of Access Intelligence plc and its subsidiaries as at 30th November 2015. They are presented in Sterling and all values are rounded to the nearest thousand pounds (GBP'000).

   3.         Revenue 

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

The Group's revenue was split into the following territories:

 
                    Continuing   Discontinued    Continuing   Discontinued 
                    Operations     Operations    Operations     Operations 
                          2015           2015          2014           2014 
                       GBP'000        GBP'000       GBP'000        GBP'000 
 United Kingdom          7,269          2,737         3,790          4,255 
 European 
  Union                    464              -           202              - 
 Rest of the 
  world                    386              -           299              - 
----------------  ------------  -------------  ------------  ------------- 
 Total                   8,119          2,737         4,291          4,255 
----------------  ------------  -------------  ------------  ------------- 
 

All non-current assets are held in the United Kingdom as they were in 2014. No customer represents 10% or more of revenue as was the case in 2014.

   4.         Segment reporting 

Segment information is presented in respect of the Group's operating segments which are based upon the Group's management and internal business reporting.

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

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses.

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

Operating segments

The Group operating segments have been decided upon according to their revenue model and product or service offering being the information provided to the chief operating decision maker, the non-executive Chairman. The Reputation and Governance, Risk & Compliance segments derive their revenues from software licence sales and support and training revenues. As a result of the Group's divestments and acquisitions during the year the segments reported have changed to reflect the Board's focus. The segments are:

   --       Reputation 
   --       Governance, Risk & Compliance 
   --       Discontinued - Disposals & Held for Sale 
   --       Head Office 

The segment information for the year ended 30 November 2015 is as follows:

 
                        .2914...................  Reputation  Governance,     Head  Consolidation   Continuing  Discontinued  Discontinued  Consolidation   Discontinued    Total 
                                                                   Risk &   office     adjustment   Operations   - Disposals    - Held for     adjustment     Operations 
                                                               Compliance                                                             Sale 
                                                     GBP'000      GBP'000  GBP'000        GBP'000      GBP'000       GBP'000       GBP'000        GBP'000        GBP'000  GBP'000 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 External 
  revenue                                              6,119        2,000        -              -        8,119           944         1,793              -          2,737   10,856 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 Internal                                                  -            -        -              -            -             -             -              -              -        - 
  revenue 
 Operating 
  (loss)/profit                                      (1,716)      (1,157)  (2,470)          2,820      (2,523)         (366)           176              -          (190)  (2,712) 
 Profit 
  on sale 
  of subsidiary                                            -            -        -              -            -             -             -            900            900      900 
 Impairment                                                -      (1,899)        -              -      (1,899)             -             -              -              -  (1,899) 
 Financial 
  income                                                   -            -        1              -            1             -             -              -              -        1 
 Financial 
  expense                                                  -            -    (266)              -        (266)             -             -              -              -    (266) 
 Taxation                                                341          319       82             21          763             -          (29)              -           (29)      734 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 (Loss)/profit 
  after 
  taxation                                           (1,375)      (2,737)  (2,653)          2,841      (3,924)         (366)           147            900            681  (3,245) 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 Reportable 
  segment 
  assets                                              13,393          870   10,853       (10,158)       14,958             -         4,121              -          4,121   19,080 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 Reportable 
  segment 
  liabilities                                         10,518        5,233    7,801       (12,105)       11,447             -         1,652              -          1,652   13,100 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 Other 
  information: 
  Additions 
  to property, 
  plant 
  and equipment                                           12            1       10              -           23            24            20              -             44       67 
================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============  =============  ======= 
 Depreciation 
  and amortisation                                       577          147      102          (110)          716            52           182              -            234      950 

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================================================  ==========  ===========  =======  =============  ===========  ============  ============  =============                 ======= 
 

The segment information for the year ended 30 November 2014 (restated), is as follows:

 
                        .2914...................  Reputation  Governance,     Head  Consolidation   Continuing  Discontinued  Discontinued  Consolidation   Discontinued    Total 
                                                                   Risk &   office     adjustment   Operations   - Disposals    - Held for     adjustment     Operations 
                                                               Compliance                                                             Sale 
                                                     GBP'000      GBP'000  GBP'000        GBP'000      GBP'000       GBP'000       GBP'000        GBP'000        GBP'000  GBP'000 
 External 
  revenue                                              2,325        1,966        -              -        4,291         2,288         1,967              -          4,255    8,546 
 Internal 
  revenue                                                  -            -        -              -            -           368             -          (368)              -        - 
 Operating 
  (loss)/profit                                          953        (237)  (1,272)           (10)        (566)           103           442              -            545     (21) 
 Impairment                                                -        (798)        -              -        (798)             -             -              -              -    (798) 
 Financial 
  income                                                   1            -        -              -            1             -             -              -              -        1 
 Financial 
  expense                                                  -            -    (115)              -        (115)             -             -              -              -    (115) 
 Taxation                                               (12)          106    (147)           (68)        (121)           (6)          (22)              -           (28)    (149) 
 (Loss)/profit 
  after 
  taxation                                               942        (929)  (1,534)           (78)      (1,599)            97           420              -            517  (1,082) 
 Reportable 
  segment 
  assets                                               5,677        2,457    9,996       (10,654)        7,476         2,101         3,907              -          6,008   13,484 
 Reportable 
  segment 
  liabilities                                          1,878        4,024    7,534        (8,481)        4,955         1,353         1,585              -          2,938    7,893 
 Other 
  information: 
 Additions 
  to property, 
  plant 
  and equipment                                            5            2       18              -           25           101            14              -            115      140 
 Depreciation 
  and amortisation                                        79           32      270          (115)          266            93            50              -            143      409 
 
   5.         Operating loss 

Operating loss is stated after charging:

 
                                                 2015      2014 
                                              GBP'000   GBP'000 
 Depreciation of property, plant and 
  equipment                                       257       233 
 Amortisation of development costs                378        80 
 Amortisation of brand values                      60        60 
 Amortisation of software licences                 44        36 
 Amortisation of database                         138         - 
 Amortisation of customer list                     70         - 
 Loss on disposal of property, plant 
  and equipment                                    70         2 
 Impairment of intangible assets                1,899       798 
 Loss on foreign currency translation               -        12 
 Exceptional costs (see below)                    278         - 
 Operating lease charges - land and 
  buildings                                       574       420 
 Auditor's remuneration (see below)                85        54 
 Share based payments                              26        36 
 Research and development and other 
  technical expenditure (income statement) 
  (a further GBP1,526k (2014: GBP1,577k) 
  was capitalised)                              1,922     2,363 
 Inventories recognised as expense                  -       514 
 Increase in provision for receivables             46        19 
===========================================  ========  ======== 
 

Exceptional costs in the year ended 30 November 2015 were incurred as a result of restructuring and non-recurring one off termination of employment costs for staff and directors, along with associated legal fees. The exceptional costs are made up of the following:

 
                                            2015       2014 
                                         GBP'000    GBP'000 
-------------------------------------  ---------  --------- 
 Compensation for loss of office              88          - 
  - directors 
 Compensation and notice payments            152          - 
  - all staff 
 Legal costs incurred on compensation         38          - 
  of loss of office for directors 
                                             278          - 
-------------------------------------  ---------  --------- 
 
   6.         Discontinued operations 

In April 2015 the Group sold its entire IT support segment (see note 4: Discontinued - Disposals); the segment was not a discontinued operation or classified as held for sale at 30 November 2014 and the comparative consolidated statement of comprehensive income has been re-presented to show the discontinued operation separately from continuing operations. Management committed to a plan to sell this segment early in 2015 following a strategic decision to focus on Software as a Service lines and move away from non-core activities.

Due North Limited is also presented as a disposal group held for sale following the commitment of the Group's management, in June 2015, to a plan to sell the entity.

 
                                              2015      2014 
                                           GBP'000   GBP'000 
========================================  ========  ======== 
 Results of discontinued operation 
========================================  ========  ======== 
 Revenue                                     2,737     4,255 
 Expenses                                  (2,927)   (3,711) 
========================================  ========  ======== 
 Results from operating activities           (190)       544 
========================================  ========  ======== 
 Tax                                          (29)      (28) 
 Results from operating activities, 
  net of tax                                 (219)       516 
 Gain on sale of discontinued operation        900         - 
 Tax on gain on sale of discontinued             -         - 
  operation 
========================================  ========  ======== 
 Profit for the year                           681       516 
========================================  ========  ======== 
 Basic earnings per share                    0.27p     0.22p 
========================================  ========  ======== 
 Diluted earnings per share                  0.25p     0.22p 
========================================  ========  ======== 
 

The profit from discontinued operations of GBP681,000 is entirely attributable to the owners of the Company.

 
                                              2015              2014 
                                           GBP'000           GBP'000 
========================================  ========  ================ 
 Cash flows from (used in) discontinued 
  operation 
========================================  ========  ================ 
 Net cash used in operating activities         398               760 
========================================  ========  ================ 
 Net cash from investing activities          (444)             (876) 
========================================  ========  ================ 
 Net cash from financing activities              -                 - 
========================================  ========  ================ 
 Net cash flows for the year                  (46)             (116) 
========================================  ========  ================ 
 

The following is a breakdown of the effects of the disposal of the IT support segment on the financial position of the

Group:

 
                                                 2015 
                                              GBP'000 
 Goodwill                                         800 
 Property, plant and equipment                    166 
 Inventories                                      134 
 Trade and other receivables                      776 
 Cash and cash equivalents                        346 
 Deferred tax liabilities                        (20) 
 Trade and other payables                     (1,740) 
 Net assets and liabilities                       462 
 Consideration received, satisfied in cash      1,487 
 Cash and cash equivalents disposed of            346 
 
   7.         Disposal group held for sale 

Due North Limited is presented as a disposal group held for sale following the commitment of the Group's management, in June 2015, to a plan to sell the entity. Efforts to sell the disposal group had therefore commenced before the year end with the sale being completed on 3 February 2016 (see note 30).

At 30 November 2015 the disposal group comprised the following assets and liabilities:

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Assets classified as held for sale

 
                                     2015 
                                  GBP'000 
 Goodwill                             412 
 Development costs                  2,661 
 Property, plant and equipment         73 
 Trade and other receivables          516 
 Cash and cash equivalents            207 
===============================  ======== 
                                    3,869 
===============================  ======== 
 

Liabilities classified as held for sale

 
                                2015 
                             GBP'000 
 Trade and other payables      1,022 
 Deferred tax liabilities        433 
==========================  ======== 
                               1,455 
==========================  ======== 
 
   8.         Acquisition of business combinations 

On 23 June 2015, the group entered into an asset purchase agreement to acquire certain trade and assets of Cision UK Limited and Vocus UK Limited for an aggregate cash consideration of GBP1,340,000. The trade and assets were acquired through a newly incorporated subsidiary company, AIMediaData Limited, as a single economic unit which will continue to be operated on this basis

The Board believe the acquisition will provide the Group with a developed media contacts database which will strengthen the long term ability of Group subsidiary Access Intelligence Media & Communications Limited to compete within the IMS market in the UK.

In the six months to 30 November 2015, AIMediaData Limited contributed revenue of GBP3,351,000 and a loss of GBP929,000. The Directors do not consider it practicable to report either the revenue or the loss of AIMediaData as though the acquisition date had been as of the beginning of the reporting period. The reason that this is considered impracticable is that only certain trade and assets of Cision UK Limited and Vocus UK Limited were acquired and the Group has made significant changes to the operations of the acquired business during its period of ownership. As a result, both the revenue profile and the cost base of the business are fundamentally different to pre-acquisition results of the Cision UK and Vocus UK businesses.

Consideration transferred

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

 
                                   GBP'000 
 Cash                                1,340 
 Total consideration transferred     1,340 
=================================  ======= 
 

Acquisition related costs

The Group incurred acquisition related costs of GBP153,000 on legal fees and due diligence costs. These costs have been included in 'administrative expenses'.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

 
                                               GBP'000 
 Property, plant and equipment                     254 
 Intangible assets                               1,835 
 Trade and other receivables                     1,452 
 Cash and cash equivalents                           - 
 Trade and other payables                        (877) 
 Accruals and deferred income                  (3,367) 
=============================================  ======= 
 Total identifiable net liabilities acquired     (703) 
=============================================  ======= 
 

The intangible assets identified above primarily comprise the fair values estimated for the media contacts database and customer list acquired.

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

The customer list was valued by assessing a discounted cash flow for the acquired customer list, based on customer attrition rates and using a discount factor of 12%. This discount factor is in line with value-in-use calculations performed for intangibles testing (see Note 15). The useful life of the customer list has been estimated at 5 years.

Trade and other receivables comprise gross contractual amounts due of GBP1,536,000, of which GBP84,000 was expected to be uncollectable at the date of acquisition.

Trade and other payables include an amount of GBP3,074,000 which relates to the fair value of deferred revenue acquired. The fair value has been estimated based on the value of deferred revenue relating to contracts transferred, discounted in accordance with IFRS.

Goodwill

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

 
                                               GBP'000 
 Consideration transferred                       1,340 
 Fair value of identifiable net liabilities        703 
=============================================  ======= 
 Total identifiable net liabilities acquired     2,043 
=============================================  ======= 
 
   9.         Taxation 
 
                                                         2015                2014 
                                                      GBP'000             GBP'000 
===================================================  ========  ================== 
 Current income taxes credit: 
  UK corporation tax credit for the year                (101)               (237) 
 Adjustment in respect of prior year                        -                (19) 
===================================================  ========  ================== 
 Total current income tax credit                        (101)               (256) 
===================================================  ========  ================== 
 Deferred tax (note 23) 
  Impact of change in tax rate                             27                   - 
 De-recognition of deferred tax assets                     80                 363 
 Origination and reversal of temporary differences      (740)                  42 
===================================================  ========  ================== 
 Total deferred tax                                     (633)                 405 
===================================================  ========  ================== 
 Total tax (credit)/expense                             (734)                 149 
===================================================  ========  ================== 
 Attributable to: 
===================================================  ========  ================== 
 Continuing operations                                  (763)                 121 
 Discontinued operations                                   29                  28 
===================================================  ========  ================== 
 Total                                                  (734)                 149 
===================================================  ========  ================== 
 

As shown above the tax assessed on the loss on ordinary activities for the year is higher than (2014: higher than) the standard rate of corporation tax in the UK of 20.3% (2014: 21.7%).

The differences are explained as follows:

 
  Factors affecting tax credit                                  2015      2014 
                                                             GBP'000   GBP'000 
==========================================================  ========  ======== 
  Loss on ordinary activities before tax                     (3,977)     (933) 
==========================================================  ========  ======== 
  Loss on ordinary activities by effective rate of tax of 
   20.3% (2014: 21.7%) 
   of 20.3% (2014: 21.7%)                                      (809)     (202) 
  Expenses not deductible for tax purposes                       274       142 
  Adjustment in respect of prior year                              -      (19) 
  De-recognition of deferred tax assets                           80       363 
  Additional R&D claim CTA 2009                                (279)     (135) 
==========================================================  ========  ======== 
  Total tax (credit)/expense                                   (734)       149 
==========================================================  ========  ======== 
 

Factors that may affect future tax expenses

The main rate of corporation tax was reduced to 20% from 1 April 2015 and is due to be further reduced by a further 1% from April 2017 and by a further 1% from April 2020. All deferred tax assets and liabilities are assumed to cease or be utilised at 19%.

   10.        Earnings per share 

The calculation of earnings per share is based upon the total Group loss after taxation of GBP3,243,000 (2014: loss of GBP1,082,000) divided by the weighted average number of ordinary shares in issue during the year which was 252,593,681 (2014: 235,110,347).

In 2015 and 2014 potential ordinary shares from the share option schemes and convertible loan notes have an anti- dilutive effect due to the Group being in a loss position. This includes the convertible loan notes issued during the year. As a result, dilutive loss per share is disclosed as the same value as basic loss per share.

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This has been computed as follows:

 
                           Continuing   Discontinued    Total    Continuing   Discontinued    Total 
                            Operations   Operations               Operations   Operations 
 Numerator                        2015          2015       2015         2014          2014       2014 
                               GBP'000       GBP'000    GBP'000      GBP'000       GBP'000    GBP'000 
 (Loss)/Profit 
  for the year 
  and earnings 
  used in basic 
  EPS                          (3,924)           681    (3,243)      (1,598)           516    (1,082) 
 Earnings used 
  in diluted 
  EPS                          (3,924)           681    (3,243)      (1,598)           516    (1,082) 
=========================  ===========  ============  =========  ===========  ============  ========= 
 Denominator                      '000          '000       '000         '000          '000       '000 
 Weighted average 
  number of shares 
  used in basic 
  EPS                          252,594       252,594    252,594      235,110       235,110    235,110 
 Effects of: 
   Dilutive effect 
    of options                    N /A        14,821     14,821          N/A           420        420 
   Dilutive effect                 N/A           N/A        N/A          N/A           N/A        N/A 
    of loan note 
    conversion 
 Weighted average 
  number of shares 
  used in diluted 
  EPS                          252,594       267,415    267,415      235,110       235,530    235,530 
=========================  ===========  ============  =========  ===========  ============  ========= 
 
   Basic (Loss)/earnings 
   per share (pence)            (1.55)          0.27     (1.28)       (0.68)          0.22     (0.46) 
 Diluted loss 
  per share for 
  the year (pence)              (1.55)          0.25     (1.30)       (0.68)          0.22     (0.46) 
=========================  ===========  ============  =========  ===========  ============  ========= 
 

On 21 September 2011 29,666,667 shares were returned to the Company and were held in Treasury at the year end. Once in treasury they were removed from the earnings per share calculation.

The total number of options and warrants granted at 30 November 2015 of 33,958,676 (2014: 38,436,281) would generate GBP984,626 (2014: GBP1,176,190) in cash if exercised. At 30 November 2015, 545,000 (2014: 34,936.281) were priced above the mid-market closing price of 5.13p per share (2014: 2.31p) per share and 33,413,676 (2014: 3,500,000) were below.

At the 30 November 2015 9,258,676 (2014: 6,947,387) staff options were eligible for exercising at an average price of 3.2p (2014: 4.2p). Also eligible for exercising are the 21,300,000 warrants priced at 2.75p per share held by M Jackson, D Lowe and Elderstreet VCT plc consequent to their investment in October 2008.

The below table shows the amount of outstanding convertible loan notes at 30 November 2015 and the amount of shares they would convert into if the holder chooses the conversion option:

 
 Holder                 Loan Notes GBP'000  Convert into shares  Date of conversion 
                                                           '000 
======================  ==================  ===================  ================== 
 Elderstreet VCT                       500               12,500    31 December 2016 
 Unicorn AIM VCT                       750               18,750    31 December 2016 
 Elderstreet VCT                       200                6,667     4 December 2019 
 Hawk Investments                      300               10,000     4 December 2019 
 Kestrel Partners LLP                  400               13,333     4 December 2019 
 Octopus AIM VCT                       200                6,667     4 December 2019 
======================  ==================  ===================  ================== 
 Total                               2,350               67,917 
======================  ==================  ===================  ================== 
 
   11.        Intangible fixed assets 
 
                                   Brand  Goodwill  Development   Software  Database  Customer     Total 
                                   value   GBP'000        costs   licences   GBP'000      list   GBP'000 
                                 GBP'000                GBP'000    GBP'000             GBP'000 
  Cost 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 1 December 2013               1,369    12,005        3,119        160         -         -    16,653 
  Capitalised during the 
   year                                -         -        1,573          -         -         -     1,573 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 30 November 2014              1,369    12,005        4,692        160         -         -     8,226 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 1 December 2014               1,369    12,005        4,692        160         -         -    18,226 
  Capitalised during the 
   year                                -         -        1,533         68         -         -     1,601 
  Additions through business 
   combination                         -     2,043            -          8       997       830     3,878 
  Disposals                            -   (1,430)            -          -         -         -   (1,430) 
  Held for sale                        -   (1,481)      (2,846)          -         -         -   (4,327) 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 30 November 2015              1,369    11,137        3,379        236       997       830    17,948 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  Amortisation and impairment 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 1 December 2013                 349     7,978          472         47         -         -     8,846 
  Charge for the year                 60         -           80         36         -         -       176 
  Impairment in year                   -       798            -          -         -         -       798 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 30 November 2014                409     8,776          552         83         -         -     9,820 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 1 December 2015                 409     8,776          552         83         -         -     9,820 
  Charge for the year                 60         -          378         44       138        70       690 
  Disposals                            -     (630)            -          -         -         -     (630) 
  Held for sale                        -   (1,069)        (185)          -         -         -   (1,254) 
  Impairment in year                   -         -        1,899          -         -         -     1,899 
  At 30 November 2015                469     7,077        2,644        127       138        70    10,525 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  Net Book Value 
  At 30 November 2015                900     4,060          735        109       859       760     7,423 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
  At 30 November 2014 960                    3,229        4,140         77         -         -     8,406 
==============================  ========  ========  ===========  =========  ========  ========  ======== 
 

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

The carrying value of capitalised development costs which are not yet being amortised and goodwill, allocated to each CGU are:

 
2015                        Development Costs  Goodwill 
                                      GBP'000   GBP'000 
==========================  =================  ======== 
Continuing operations: 
Access Intelligence plc                     -        89 
Access Intelligence Media 
 & Communications Ltd                       -     1,928 
AI Media Data Ltd.                         78     2,043 
AITrackRecord Ltd                           -         - 
AI Talent Ltd                               -         - 
==========================  =================  ======== 
                                           78     4,060 
==========================  =================  ======== 
 
 
2014                        Development Costs  Goodwill 
                                      GBP'000   GBP'000 
==========================  =================  ======== 
Continuing operations: 
Access Intelligence plc                    30        89 
Access Intelligence Media 
 & Communications Ltd                     425     1,928 
AITrackRecord Ltd                       1,242         - 
AI Talent Ltd                              44         - 
==========================  =================  ======== 
                                        1,741     2,017 
==========================  =================  ======== 
Discontinued operations: 
Willow Starcom Ltd                          -       800 
Due North Ltd                           2,399       414 
==========================  =================  ======== 
                                        4,140     3,231 
==========================  =================  ======== 
 

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At the balance sheet date, impairment tests were undertaken by comparing the carrying values of goodwill, capitalised development costs and other assets with the recoverable amount of the CGU to which the goodwill, capitalised development costs and other assets have been allocated. The recoverable amount of the CGU is based on value-in- use calculations. These calculations use pre-tax cash flow projections covering a five-year period based on financial budgets and forecasts as approved by the Board with a terminal value for goodwill impairment assessment and covering a ten-year period based on financial budgets and forecasts as approved by the Board with no terminal value for other intangible assets. Ten years were selected as this represents the estimated lifetime of the software platforms.

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 value in use calculations use information from approved budgets in the first three years, followed by applying specific growth rates for which the key assumptions in respect of annual revenue growth rates range between 0% and 7% from year 4 onwards.

The discount rate used for all companies was 12%, based on an assessment of the Group's cost of capital and on comparison with other listed technology companies. The terminal growth rate used for the purposes of goodwill impairment assessments was 2.5%. The Board considered that no impairment to goodwill is necessary based on the value-in-use reviews of Access Intelligence Media & Communications Limited and AIMediaData Limited.

After review of the value-in-use of AITrackRecord Limited, the Board considers that the recent history of losses in that company and net cash outflows forecast in the immediate future mean that a provision should be recognised representing the full carrying value of development costs capitalised by that company, being GBP1,692,000. After review of the value-in-use of AITalent Limited, the Board considers that the recent history of losses in that company and net cash outflows forecast in the immediate future mean that a provision should be recognised representing the full carrying value of development costs capitalised by that company being GBP30,000.

The value-in-use calculations for Access Intelligence Media & Communications Limited and AIMediaData Limited significantly exceeded the carrying values of goodwill and intangibles 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 77% in the EBITDA delivered by Access Intelligence Media & Communications Limited would result in the carrying value of its goodwill being to equal its recoverable amount. For AIMediaData Limited, a 31% reduction in the revenue growth rate would result in the carrying value of its goodwill being equal to its recoverable amount. For both companies, an increase in the discount rate by 25 percentage points would still not result in the carrying value of goodwill exceeding the recoverable amount.

Other impairments

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

In 2015, development costs of GBP177,000 were impaired as a result of projects that did not perform as expected.

The directors considered that there were no further indicators of impairment relating to the remaining intangible fixed assets at 30 November 2015.

   12.        Interest bearing loans and borrowings 
 
                              2015      2014 
                           GBP'000   GBP'000 
========================  ========  ======== 
 Current 
========================  ========  ======== 
 Convertible loan notes      1,277         - 
========================  ========  ======== 
                             1,277         - 
========================  ========  ======== 
 Non-current 
 Convertible loan notes      1,009     1,301 
 Non-convertible loan 
  notes                      1,830         - 
========================  ========  ======== 
                             2,839     1,301 
========================  ========  ======== 
 

On 30th June 2009 GBP1,750,000 convertible loan notes were issued. At 30 November 2014 and 30 November 2015, GBP1,250,000 of these loan notes were in issue.

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

In 2014, the Company agreed terms with Elderstreet VCT (a company related to Chairman Michael Jackson) and Unicorn AIM VCT plc to extend the loans such that they mature on 31 December 2015, with enhanced interest at 8% during this extended period with conversion rights unchanged at 4p per share.

In January 2016 the Company agreed the same terms as those agreed in the prior year with both note holders such that the notes are redeemable at par or convertible to ordinary shares at 4p per ordinary share on or before maturing on 31 December 2016 and carry a coupon rate of 8% per annum, payable semi-annually until such a time as they are repaid or converted in accordance with their terms. These notes are classified as current at the year end.

In December 2014 the company issued a further GBP1,100,000 of convertible loan notes. These loan notes are redeemable at par or convertible to ordinary shares at 3p per ordinary share on or before maturing on 3 December 2019 and carry a coupon rate of 8% per annum payable semi-annually until such time as they are repaid or converted.

No redemptions or conversions of the convertible loan stock arose in the year ended 30 November 2015.

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

 
                                           2015      2014 
                                        GBP'000   GBP'000 
  Proceeds of issue of convertible 
   loan notes                             1,100         - 
  Existing loan notes rolled over         1,250     1,250 
  Equity component                        (255)     (126) 
  Deferred taxation                        (79)      (49) 
=====================================  ========  ======== 
  Initial fair value of liability 
   component                              2,016     1,075 
  Cumulative interest charged               792       601 
  Cumulative interest paid                (522)     (375) 
=====================================  ========  ======== 
  Liability component at 30 November      2,286     1,301 
=====================================  ========  ======== 
 

The equity component of GBP255,000 (2014: GBP126,000) has been credited to equity reserve (see note 10 of the parent company). The interest charged for the year is calculated by applying an effective rate of interest of 9.8% (2014: 9.8%) to the liability component for the 12-month period. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the balance sheet at 30 November 2015 represents the effective interest rate less interest paid to that date.

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

 
                                          2015      2014 
                                       GBP'000   GBP'000 
 Opening loan liability                  1,301     1,261 
 Issue of convertible loan notes           941         - 
 Interest charged for the year             191       115 
 Interest paid in the year               (147)      (75) 
====================================  ========  ======== 
 Liability component at 30 November      2,286     1,301 
====================================  ========  ======== 
 

On 22 June 2015 the company issued GBP1,818,000 non-convertible loan notes which carry an interest rate of 10% for one year rising to 12% thereafter. Interest is payable quarterly in arrears. The loans notes are fully repayable in 5 years.

 
                                          2015      2014 
                                       GBP'000   GBP'000 
 Opening loan liability                      -         - 
 Issue of non-convertible loan 
  notes                                  1,818         - 
 Costs associated with the issue 
  of loans                                (18) 
 Interest charged for the year              75         - 
 Interest paid in the year                (45)         - 
====================================  ========  ======== 
 Liability component at 30 November      1,830         - 
====================================  ========  ======== 
 
   13.        Availability of Annual Report and AGM date 

Copies of the Report and Accounts has been posted to shareholders where requested and is available from the Company's website (www.accessintelligence.com). It is intended that the annual general meeting will take place at the Company's registered office, Longbow House, 14-20 Chiswell Street, London, EC1Y 4TW, at 14.00pm on Thursday, 5 May 2016.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR KMGGDKRRGVZM

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