Final Results
Dianomi plc
("Dianomi, the "Company" or the "Group")
Final Results
'Contextual Platform remains Relevant and Robust'
Dianomi, a leading provider of native digital advertising services to premium clients in the Business, Finance and Lifestyle sectors , announces the Company's audited results for the year ended 31 December 2022.
Financial Highlights
· Revenue of £35.9 million for the year (2021: £35.8 million) was flat as the market in the second half of the year became more challenging leading to slower advertising spend and a decrease in newsletter spend
· Gross margin for the full year of 27.3% (2021: 28.9%) due to publisher mix with a larger contribution from CNN Business which is now the second largest publisher for the Group
· Adjusted EBITDA* of £1.6 million (2021: £ 3.1 million) as a result of a contraction in gross margin as well as investment in marketing and people
· Adjusted EPS** of 2.58 pence (2021: 8.27 pence) reflecting lower levels of profit
· As at 31 December 2022, the Group had no borrowings and cash of £11.7 million (31 December 2021: £10.3 million)
Operating Highlights
· Client retention remains one of our key strengths with annual advertiser and publisher churn (calculated on a revenue basis) of 5.5 per cent. (FY21: 2.5%) and 2.8 per cent. (FY21: 4.1 per cent.) respectively
· Continue to add new publishers to our client base with the number of publishers at year end standing at 336 (FY21: 326)
· This year, we counted Goldman Sachs, EY and Porsche amongst our new premium advertisers and the overall number of advertisers who used our platform during the year stood at 387 (FY21: 427)
· Our client focus remains the premium segment of the Business and Finance sector where our client base today includes all of the top 10 asset management companies in the US, 7 of the top ten largest wealth management firms in the US and 5 of the top 10 largest US banks
· We continued to roll out our new partnership with CNN Business as its exclusive content recommendation partner and CNN is now our second largest publisher with further integration and potential for growth to be completed in 2023
· Successfully developing our programmatic offering with positive trials with the likes of Morgan Stanley and Porsche leading to material uplift in programmatic sales to stand at £1.2 million this year (2021: £0.2 million)
Outlook
· As the contextual native advertising partner of choice in the business and finance sectors, we are in an optimal position to benefit from a return of confidence amongst advertisers as well as new opportunities with publishers
· Continued development and expansion of our programmatic offering to a larger number of publishers across the platform over the course of the year
· Strong balance sheet positioning the Company well for growth, and cost base aligned with current unpredictable environment and uncertain levels of spend in order to protect profitability
· Current year has started in line with management expectations
Rupert Hodson, CEO of Dianomi commented:
" 2022 started well for Dianomi and growth in revenues in the first half was solid. However, the macro-economic backdrop proved more challenging as we moved into the second half of the year and the advertising sector was not immune to this. Given a tougher than expected environment, I am encouraged to see that the Dianomi platform remains as relevant and robust as ever. Client retention remains one of our key strengths and we have also added some very impressive premium names to our advertiser and publisher base. Our programmatic trials have gone well and we look forward to rolling this out to a broader client base.
2023 has started well and in line with management expectations. As we move through the year, we believe that we are well placed to capitalise on a return of confidence amongst advertisers. We are entering a new chapter for Dianomi given recent management changes which has led to new talent joining the Company providing fresh impetus across the business. Our pipeline of new prospects is good and we continue to enjoy a strong balance sheet which underpins our ability to invest in strategic opportunities as they arise."
* Calculated as profit after tax before charging interest, tax, depreciation and amortisation in the financial year, adjusted for share-based payments, other, non-recurring income and costs which were IPO related. This metric provides a more comparable indication of the Group's core business performance by removing the impact of non-trading items that are reported separately.
** Adjusted to exclude costs related to the IPO in the comparative year, other, non-recurring income and share-based payments.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. It forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information contact:
|
Dianomi Rupert Hodson (Chief Executive Officer) Charlotte Stranner (Chief Financial Officer)
|
Tel: +44 (0)207 802 5530 |
|
Panmure Gordon (NOMAD and Broker) Emma Earl/ Freddy Crossley, Corporate Finance Rupert Dearden, Corporate Broking
|
Tel: +44 (0)207 886 2500 |
|
Novella Communications Tim Robertson / Safia Colebrook
|
Tel: +44 (0)203 151 7008 |
About Dianomi
Dianomi, established in 2003, is a leading provider of native digital advertising services to premium clients in the Business, Finance and Lifestyle sectors. The Group operates from its offices in London, New York and Sydney. The Group enables premium brands to deliver native advertisements to a targeted audience on the desktop and mobile websites, mobile and tablet applications of premium publishers. It provides circa 400 advertisers, including blue chip names such as abrdn, Invesco and Charles Schwab, with access to an international audience of over 400 million devices per month through its partnerships with over 300 premium publishers, including blue chip names such as Reuters, CNN Business and WSJ. Adverts served are contextually relevant to the content of the webpages on which they appear and mirror the style of the page, which enhances reader engagement. http://www.dianom i.com .
Chairman's Statement
Introduction
Over the course of 2022, Dianomi demonstrated its relevance and its resilience during a year characterised by increasingly challenging macro-economic conditions which have affected the advertising industry across the board. In spite of the difficult backdrop, Dianomi has been able to maintain its impressive list of premium advertisers and publishers. We are proud of our client "stickiness", as underlined by the recent renewal of our contract with Reuters as their exclusive content recommendation partner. We are able to count some truly global premium advertisers amongst our new advertisers this year including Goldman Sachs, EY and Porsche. Advertisers are being more selective in how they spend but Dianomi remains a contextual partner of choice. Our platform delivers innovative ways to monetise inventory for publishers and well as measurable and transparent results for our advertisers.
We feel strongly that in turbulent times, publishers and marketers value high quality partnerships with measurable, premium results and we are committed to maintaining high standards and ambitious goals.
The prospects for market growth remain encouraging. Industry forecasts suggest that, despite the challenges of 2022, digital advertising spend is set to experience strong growth in 2023, with E-marketer predicting that digital advertising spend in the US Financial Services Sector will increase by 13% in 2023 to $36 billion.
Our Strategy
Our vision remains unchanged - to be the #1 Contextual Media Platform across the Premium Business, Finance and Lifestyle verticals, harnessing the power of context and data to drive advertising audience engagement and publisher yield.
With major internet browsers such as Safari and Firefox already blocking third-party cookies and Google Chrome expected to phase them out completely by 2024, marketers must consider preparing for a cookie-less future and adapt instead to a contextual approach. We boast a premium positioning in the contextual space and have the platform and technology to offer transparency on performance for publishers and advertisers alike. Dianomi's platform provides a cookie-free solution to deliver improved results as our contextual algorithms facilitate access to premium inventory and deliver tailored content most likely to meet advertiser metrics as well as delivering very measurable audience engagement.
Trials of our programmatic offering are ongoing. Programmatic represents an attractive solution for advertisers and publishers in terms of speed and efficiency. The technology facilitating programmatic is constantly evolving and in the coming year we are expecting to continue to increase the number of customers engaging programmatically.
ESG
We appreciate the importance of scrutiny of our ESG credentials from investors and stakeholders. We remain committed to diversity within our workforce. We aim to ensure our clients and suppliers share our values and aspirations and turn away those advertisers and publishers who we feel do not. Each new supplier is sent a copy of our policy and code of conduct which sets out our expectations in the areas of, inter alia, ethical supply and people practices including diversity and inclusion as well as environmental responsibility.
In February 2023, we were delighted to announce a new partnership with the World Media Group, an alliance of international media organisations championing and supporting trusted journalism. Members of World Media Group are all considered trusted and premium publishers of journalistic content. The organization has four key pillars, two of which are specifically focused on ESG, being (1) promoting sustainable practices in marketing and (2) driving inclusion and engagement. We are also a member of the Financial Communications Society in the US, a charity run by and for financial marketing, communications and media professionals and whose philanthropic mission is centered on financially supporting a wide range of children's charities.
Overview on Financials and Outlook
We delivered revenue for the full year of £35.9 million, flat on last year. This performance is in the context of a difficult economic backdrop as well as a change in spending patterns within our advertiser base. Adjusted EBITDA* of £1.6 million and Adjusted EPS** of 2.58 pence show a decrease on the prior year and were affected by a contraction in gross margins due to publisher mix as well as increased investment in people and marketing. This year has started in line with our expectations and I am confident that the quality of Dianomi's offering will continue to attract publishers and advertisers alike. We are entering a new chapter for Dianomi given recent management changes which has led to new talent joining the Company providing fresh impetus across the business. Our pipeline of new prospects is good and we continue to enjoy a strong balance sheet which underpins our ability to invest in strategic opportunities as they arise. However, due to the ongoing uncertain market outlook and in order to maintain our profit margins, the Company is ensuring that its cost base is appropriate for an unpredictable trading environment. I would like to thank our shareholders for their continued support and the team for their hard work over the year and their commitment to deliver in 2023.
Chief Executive's Statement
Introduction
2022 started well for Dianomi but as the year progressed, the business was affected by a more difficult macro environment and challenging financial markets which have presented headwinds for a number of our clients. However, I am pleased to report that, with our focus on delivering results for the most valuable brands and publishers through relevance and reach, we continue to have strong client retention rates with annual advertiser and publisher churn (calculated on a revenue basis) of less than 6 per cent. and 3 per cent. respectively. Furthermore, we continue to welcome new top-tier premium advertisers as well as publishers to the platform which is testament to our model and our team. This year, we added Goldman Sachs, Porsche, and EY as notable new advertisers as well as a number of well-known publishers such as Fox News and Sky News. As we transition to a cookie-less world, I believe that our relevance and position remains unchanged - we continue to be the contextual native advertising partner of choice in our specialist sectors of business and finance.
We recently announced that Raphael Queisser and Cabell De Marcellus, both co-founders of Dianomi, have stepped down from the Board and their roles as COO and CTO respectively. Dianomi marks its 20th anniversary this year and Raphael and Cabell have been instrumental in supporting the business over the last two decades. They will continue to support the business as advisers to me and both will remain significant and supportive shareholders. I am extremely grateful for their friendship, hard work and vital contribution to the genesis and success of Dianomi since its inception. It has been a great pleasure to work with them over the years and I look forward to their continued support.
We are excited about opening a new chapter in the Dianomi story. Ken Johnston has re-joined the Group in the US as global head of sales. Ken has many years of experience in Financial Services marketing and was previously at Meta and Quantcast. Ken worked for Dianomi between 2010 and 2014 and was the first sales person employed by Dianomi in the US. Ken is a thought leader in financial services marketing with an excellent 20 year track record of driving growth. A number of other personnel changes have also been made within the Group to ensure that Dianomi's cost base is aligned to the current environment and that resources are optimised so that we are in a strong position when the market recovers.
Programmatic
We continue to develop our programmatic offering and, during the year, we hired a new Head of Programmatic. Whilst the development roadmap is taking longer than expected, we undertook trials where we transacted with a number of premium clients such as Morgan Stanley and Porsche on this offering and post year end saw further success with the likes of Citi and Square. The technology is constantly improving which will enable us to extend this service to a much wider pool of clients and partners, both existing and new.
We believe that we have an enormous opportunity to be the contextual partner of choice in the direct and programmatic space within the premium end of the market. We further believe that an enhanced offering will lead to a net increase in average advertiser spend with Dianomi and an overall uplift in revenues going forward.
Operational review
Our client focus remains the premium segment of the Business and Finance sector where our client base today includes all of the top 10 asset management companies in the US, 7 of the top ten largest wealth management firms in the US and 5 of the top 10 largest US banks.
Our premium publisher base increased over the course of 2022 and by the end of the year we had 336 active publishers vs 326 at year end 2021. CNN Business, for whom we won the contract to become the exclusive content recommendation partner in 2021, now ranks as our number two publisher, and we are still to roll-out across their app, giving scope for further growth. Growth in impressions was strong, with total impressions of 48.8 billion for the year vs 40.9 billion last year. Revenue per click ("RPC") was down slightly at 0.64 pence in 2022 vs 0.68 pence in 2021 due to an increase in impressions across Apple News publishers, which tend to command a lower RPC.
During 2022, we had 387 active advertisers, down on last year's 427. We are pleased to report a number of global premium brands as new advertisers in 2021 including Porsche, Goldman Sachs, and EY. Average spend across our top 100 advertisers is down 9% for the year but this includes financial newsletter publications who have faced challenges in a period of market volatility. We continue to focus on driving growth and scaling our business within our existing premium advertiser base. With a number of key advertisers such as, inter alia, Charles Schwab, JP Morgan, AJ Bell and the Ascent, we have recorded a good ramp-up in spend over the period demonstrating the scalability of the business.
Financial review
Group revenue was flat at £35.9 million (2021: £35.8 million) with a slow-down in spend by our advertisers in the second half.
Mobile revenue for the year decreased from £18.6 million to £16.9 million predominantly due to a decrease in RPC across mobile properties. Video revenue also decreased from £1.9 million to £1.4 million. Video revenue tends to be tied to one-off campaigns and one particular advertiser which we expected to spend significantly in the second half of the year cut its spend in 2022 vs 2021. We still believe that video represents a key growth opportunity for Dianomi and hope to report improved progress in the current year.
Revenue from the Group's new Lifestyle segment amounted to £1.3 million (2021: £1.5 million). Lifestyle advertisers tend to transact programmatically and this should increase as the Group builds scale in this space.
Gross margin was down 160 basis points to 27.3 % largely due to publisher mix with a larger contribution from CNN Business which is now the second largest publisher for the Group. Gross profit for the period was £9.8 million, a 5 % decline on the previous year despite flat revenue year on year.
Adjusted EBITDA* of £1.6 million (2021: £3.1 million) and Adjusted EPS** 2.58 pence (2021: 8.27 pence) were down 48% and 69% respectively, reflecting a contraction in gross margin as well as investment in marketing and people, in addition to a full period of costs associated with being a public company.
We currently have no borrowings and at the end of the year we had cash of £11.7 million vs £10.3 million end of 2021.
The Group is in the growth phase of its evolution and so the Board is not proposing to recommend a dividend and instead the Company will continue to preserve its cash resources so that it has sufficient capacity to invest in the growth of the Company and/or take advantage of strategic opportunities should they arise.
Outlook
I would like to take this opportunity to extend thanks to our team who have shown such commitment to the business and have worked extremely hard to deliver a fantastic service to our existing clients as well as onboard new ones during a period of market uncertainty. The start of the year is in line with our expectations, in spite of tough year-on-year comparisons. I believe that we are well placed to benefit when there is a return in advertiser confidence and are well positioned to grow our market share through an increase in demand in both direct and programmatic channels as well as through product innovation.
* Calculated as profit after tax before charging interest, tax, depreciation and amortisation in the financial year, adjusted for share-based payments, other, non-recurring income and costs which were IPO related. This metric provides a more comparable indication of the Group's core business performance by removing the impact of non-trading items that are reported separately.
** Adjusted to exclude costs related to the IPO in the comparative year, other, non-recurring income and share-based payments.
CFO Statement
Financial KPIs
|
|
2022 |
2021 |
Change |
|
Revenue (£m) |
35.9 |
35.8 |
+0.4% |
|
Gross profit (£m) |
9.8 |
10.3 |
(4.9)% |
|
Gross margin |
27.3% |
28.9% |
(5.5)% |
|
Adjusted EBITDA* (£m) |
1.6 |
3.1 |
(48.4)% |
|
Adjusted profit before tax* |
1.5 |
2.9 |
(48.3)% |
|
Adjusted EPS* (p) |
2.58 |
8.27 |
(68.8)% |
|
Operating cash conversion to adjusted EBITDA* |
82% |
111% |
(26.1)% |
|
Net cash (£m) |
11.7 |
10.3 |
13.6% |
Revenue
Revenue remained flat year on year at £35.9 million (2021: £35.8 million), due to slower growth in new advertiser spend and change in existing advertiser spend patterns due to a difficult macro environment. One notable change to the prior year was a decrease in newsletter spend from £7.0 million to £4.3 million as advertisers adjusted their spend in response to a more challenging market environment.
Mobile revenue from ads served to mobile devices decreased to £16.9 million, from £18.6 million in 2021 due to a decrease in revenue per click across mobile properties. Video revenue also decreased from £1.9 million in the year to 31 December 2021 to £1.4 million with lower spend from one particular advertiser contributing to the decrease.
Revenue from the Group's nascent Lifestyle segment amounted to £1.3 million (2021: £1.5 million) as many lifestyle advertisers tend to transact programmatically, hence the Directors believe that this segment will grow once the Group's nascent programmatic offering builds scale.
Gross profit and margin
Gross profit represents the Group's share of revenue from publishers under the terms of the revenue share agreements that the Group has with them. Gross profit decreased 4.9% to £9.8 million from £10.3 million, representing a gross margin of 27.3% (2021: 28.9%). The decrease was largely due to the mix of publishers, with a larger contribution from CNN Business which is now the second largest publisher for the Group, but which is on a 80/20 revenue share in favour of the publisher with scope to increase Dianomi's share as revenue grows.
Administrative expenses
Administrative expenses decreased to £9.0 million in the year to 31 December 2022 from £10.3 million in 2021. Included in administrative expenses were share-based payments of £0.5 million (2021: £2.9 million of which £2.6 million were incurred as a result of accounting for the fair value of share options exercised by employees at IPO). The increase outside of share-based payments was primarily driven by increases in staff costs and IT expenses due to the increase in impressions across the Group's publisher partners' sites.
The Group does not capitalise costs relating to the ongoing support and development of its platform, these are included within administrative expenses.
Group profitability
Adjusted EBITDA decreased to £1.6 million from £3.1 million in 2021 representing an adjusted EBITDA margin of 4.4% (2021: 8.7%). The decrease in adjusted EBITDA reflected the decrease in gross margin, alongside the Group's investment in the platform and people to support the current operations. To provide a better guide to the underlying business performance, adjusted EBITDA excludes share-based payments, other, non-recurring income and IPO related costs in the prior year along with depreciation, amortisation, interest and tax from the measure of profit.
Statutory profit after tax was £0.5 million (2021: loss of £0.5 million) with 2021 including the significant share-based payments and costs incurred as a result of the IPO.
Net finance income
Net finance income was £0.04 million compared to net finance costs of £0.04 million in 2021, reflecting the repayment of the loan notes in issue shortly after the Group's admission to AIM in May 2021 and an increasing interest rate environment. The Group is now debt-free and has no interest rate exposure.
Taxation
The Group had a tax charge for the year ended 31 December 2022 of £0.7 million (2021: tax credit of £0.1 million) which predominantly related to the tax payable in the US. The tax credit arose in 2021 as a result of significant tax losses in the Company due to the options which were exercised at the time of the IPO, offset to some extent by foreign tax payable of £0.5 million. For further detail on taxation see notes 11 and 12 of the Financial Statements. Adjusted profit after tax, used in calculating adjusted earnings per share, is shown after adjustments for the applicable tax on adjusting items as set out in notes 8 and 13.
Earnings per share
Earnings per share for the year ended 31 December 2022 was 1.62 pence (2021: loss of 1.77 pence). Adjusted earnings per share was 2.58 pence (2021: 8.27 pence). Adjusting items and their tax impacts are set out in note 13.
Diluted earnings per share for the year ended 31 December 2022 was 1.46 pence (2021: loss of 1.77 pence). Adjusted diluted earnings per share was 2.34 pence (2021: 7.65 pence). As at 31st December 2022, 1,721,551 share options were outstanding (31 December 2021: 1,594,387).
Statement of Financial Position
Net assets as at 31 December 2022 totalled £11.8 million (31 December 2021: £10.1 million). Trade receivables increased to £7.5 million (31 December 2021: £7.2 million) and trade creditors decreased to £3.0 million as at 31 December 2022 (31 December 2021: £3.8 million). Accruals, which predominantly reflect the payments due to the Group's publisher partners, increased to £4.5 million as at 31 December 2022 from £3.6 million as at 31 December 2021.
The Group's net cash position increased 13.6% to £11.7 million as at 31 December 2022 (31 December 2021: £10.3 million) The Group enjoyed positive cash generation with net cash flow generated from operations of £1.3 million in 2022 (2021: £3.4 million). The Group saw good conversion of adjusted EBITDA to operating cashflow of 81.5% assisted by some working capital benefit which is expected to unwind in the first half of 2023. In May 2021, the Group repaid the £1.25 million loan note principal outstanding to BGF Investments LP and is now debt-free.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Year ended 31 Dec 2022 |
Year ended 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
|
Note |
|
|
|
|
Revenue |
4 |
35,915 |
35,782 |
|
Cost of sales |
(26,127) |
(25,455) |
|
|
|
--------------------------------------------------- |
--------------------------------------------------- |
|
|
Gross profit |
9,788 |
10,327 |
|
|
|
|
|
|
|
Administrative expenses |
7 |
(8,981) |
(10,264) |
|
Other gains and losses |
|
136 |
18 |
|
Costs relating to IPO |
3 |
- |
(637) |
|
Other income |
6 |
167 |
- |
|
Fair value movements |
|
- |
(21) |
|
---------------------------------------------------- |
----------------------------------------------------- |
||
|
Operating profit/(loss) |
|
1,110 |
(577) |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
14 |
107 |
154 |
|
Share-based payments |
24 |
526 |
2,854 |
|
Costs relating to IPO |
3 |
- |
637 |
|
Other income |
6 |
(167) |
- |
|
|
|
------------------------------- |
------------------------------- |
|
Adjusted EBITDA |
|
1,576 |
3,068 |
|
|
|
|
|
|
Finance income |
10 |
41 |
5 |
|
Finance expense |
10 |
(4) |
(46) |
|
|
------------------------------------------------- |
----------------------------------------------------- |
|
|
Profit/(loss) on ordinary activities before taxation |
1,147 |
(618) |
|
|
Taxation |
11 |
(662) |
122 |
|
|||||||
|
|
|
------------------------------------------------- |
----------------------------------------------------- |
|
|||||||
|
Profit/(loss) for the year |
|
485 |
(496) |
|
|||||||
|
|
|
|
|
|
|||||||
|
Other comprehensive income items that may be reclassified subsequently to profit or loss Currency translation differences |
|
651 |
44 |
|
|||||||
|
|
|
------------------------------------------------- |
--------------------------------------------------- |
|
|||||||
|
Total comprehensive income/(loss) income for the year attributable to the owners of the company |
|
1,136 |
(452) |
||||||||
|
|
|
================================================= |
================================================== |
||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
||||||||
|
Basic earnings/(loss) per ordinary share (p) |
13 |
1.62 |
(1.77) |
||||||||
|
|
|
|
|
||||||||
|
Diluted earnings/(loss) per ordinary share (p) |
13 |
1.46
|
(1.77) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
All operations are continuing operations .
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
Note |
|
|
Non-current assets
|
Right-of-use asset |
14 |
213 |
- |
|
|
--------------------------------------------------- |
--------------------------------------------------- |
|
|
Total non-current assets |
213 |
- |
|
Current assets
|
Trade and other receivables |
16 |
7,874 |
7,395 |
|
Deferred tax asset |
12 |
675 |
675 |
|
Cash and cash equivalents |
17 |
11,663 |
10,278 |
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
|
Total current assets |
20,212 |
18,348 |
|
|
|
|
|
|
|
Total assets |
20,425 |
18,348 |
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
18 |
(8,048) |
(8,081) |
|
Corporation tax payable |
|
(371) |
(142) |
|
Lease liabilities |
19 |
(219) |
- |
|
|
------------------------------------------------------ |
----------------------------------------------------- |
|
|
Total current liabilities |
(8,638) |
(8,223) |
|
|
|
----------------------------------------------------- |
----------------------------------------------------- |
|
|
|
|
|
|
|
Total liabilities |
(8,634) |
(8,223) |
|
|
|
==================================================== |
==================================================== |
|
|
Net assets |
11,787 |
10,125 |
|
|
|
==================================================== |
==================================================== |
|
|
Equity
|
|
|
|
|
Share capital |
23 |
60 |
60 |
|
Share premium account |
|
5,436 |
5,436 |
|
Share options reserve |
|
3,380 |
2,854 |
|
Foreign currency reserve |
|
139 |
(512) |
|
Capital redemption reserve |
|
- |
- |
|
Retained earnings |
|
2,772 |
2,287 |
|
|
==================================================== |
==================================================== |
|
|
Total equity attributable to the owners of the company |
11,787 |
10,125 |
|
|
|
==================================================== |
==================================================== |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
Attributable to the owners of the Company |
||||||||||||||
|
|
Share capital |
Share premium account |
Capital redemption reserve |
Share options reserve |
Foreign currency reserve |
Retained earnings |
Total equity |
|||||||||
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------ |
------------------------------------------------ |
------------------------------------------------ |
------------------------------------------------ |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Balance at 1 January 2022 |
60 |
5,436 |
- |
2,854 |
(512) |
2,287 |
10,125 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Comprehensive income for the period |
|
|
|
|
|
|
|
|||||||||
|
Profit for the period |
- |
- |
- |
- |
- |
485 |
485 |
|||||||||
|
Currency translation differences |
- |
- |
- |
- |
651 |
- |
651 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Total comprehensive income for the period |
- |
- |
- |
- |
651 |
485 |
1,136 |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
||||||||
|
Share-based payment credit |
- |
- |
- |
526 |
- |
- |
526 |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Total transactions with owners of the Company |
- |
- |
- |
526 |
- |
- |
526 |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Balance at 31 December 2022 |
60 |
5,436 |
- |
3,380 |
139 |
2,772 |
11,787 |
|||||||||
|
|
----------------------------------------- |
--------------------------------------------------- |
----------------------------------------- |
--------------------------------------------------- |
--------------------------------------------------- |
------------------------------------------------ |
---------------------------------------------- |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to the owners of the Company |
||||||||||||||
|
|
Share capital |
Share premium account |
Capital redemption reserve |
Share options reserve |
Foreign currency reserve |
Retained earnings |
Total equity |
|||||||||
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------ |
------------------------------------------------ |
------------------------------------------------ |
------------------------------------------------ |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Balance at 1 January 2021 |
- |
1,085 |
- |
- |
(556) |
2,783 |
3,312 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Comprehensive income for the period |
|
|
|
|
|
|
|
|||||||||
|
Loss for the period |
- |
- |
- |
- |
- |
(496) |
(496) |
|||||||||
|
Currency translation differences |
- |
- |
- |
- |
44 |
- |
44 |
|||||||||
|
|
----------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
------------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|||||||||
|
Total comprehensive income for the period |
- |
- |
- |
- |
44 |
(496) |
(452) |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
||||||||
|
Shares issued |
60 |
4,947 |
- |
- |
- |
- |
5,007 |
|
||||||||
|
Transaction costs |
- |
(596) |
- |
- |
- |
- |
(596) |
|
||||||||
|
Share-based payment credit |
- |
- |
- |
2,854 |
- |
- |
2,854 |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Total transactions with owners of the Company |
60 |
4,351 |
- |
2,854 |
- |
- |
7,265 |
|
||||||||
|
|
----------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
----------------------------------------------- |
------------------------------------------------- |
------------------------------------------------ |
|
||||||||
|
Balance at 31 December 2021 |
60 |
5,436 |
- |
2,854 |
(512) |
2,287 |
10,125 |
|||||||||
|
|
----------------------------------------- |
--------------------------------------------------- |
----------------------------------------- |
--------------------------------------------------- |
--------------------------------------------------- |
------------------------------------------------ |
---------------------------------------------- |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
Year ended 31 Dec 2022 |
Year ended 31 Dec 2021 |
|
|
£000 |
£000 |
Cash flows from operating activities
|
Profit/(loss) on ordinary activities before taxation |
1,147 |
(618) |
|
|
|
|
|
Adjustments for: |
|
|
|
Depreciation - leased assets |
107 |
154 |
|
Interest payable |
4 |
46 |
|
Interest receivable |
(41) |
(5) |
|
Increase in trade and other receivables |
(478) |
(1,489) |
|
Increase in trade and other payables |
185 |
2,445 |
|
Other income |
(167) |
|
|
Net fair value gain recognised in P&L |
- |
21 |
|
Share-based payment charge |
526 |
2,854 |
|
|
|
|
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
Cash generated from operating activities |
1,283 |
3,408 |
|
|
====================================================== |
====================================================== |
|
|
|
|
|
Taxation paid |
(269) |
(793) |
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
Net cash generated from operating activities |
1,014 |
2,615 |
|
|
====================================================== |
====================================================== |
Cash flows from investing activities
|
|
|
|
|
Interest received |
41 |
5 |
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
Net cash generated from investing activities |
41 |
5 |
|
|
====================================================== |
====================================================== |
Cash flows from financing activities
|
Issue of ordinary shares |
- |
4,411 |
|
Loan repayment |
- |
(1,250) |
|
Interest paid |
- |
(44) |
|
Interest paid in respect of leases |
(4) |
(2) |
|
Capital payments in respect of leases |
(106) |
(160) |
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
Net cash generated (used in)/ generated from financing activities |
(110) |
2,955 |
|
|
====================================================== |
====================================================== |
|
Net increase in cash and cash equivalents |
945 |
5,575 |
|
Cash and cash equivalents at beginning of period |
10,278 |
4,722 |
|
Exchange movement on cash |
440 |
(19) |
|
|
------------------------------------------------------ |
------------------------------------------------------ |
|
Cash and cash equivalents at end of period |
11,663 |
10,278 |
|
|
====================================================== |
====================================================== |
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Dianomi plc (the "Company") and its subsidiaries' (together the "Group") principal activity is the delivery of premium native advertising for the financial services, technology, corporate and lifestyle sectors. The Company was incorporated on 16 August 2002 in England and Wales as a private company limited by shares under the name Data-ID Limited. On 17 December 2002, the Company changed its name to Dianomi Limited. On 17 May 2021, the Company re-registered as a public limited company and changed its name to Dianomi plc.
The address of the registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR and the limited company number is 04513809.
2. Basis of preparation and significant accounting policies
2.1. Basis of preparation
The financial report for the year ended 31 December 2022 has been prepared in accordance with the historical cost convention and with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK adopted International Financial Reporting International Financial Reporting Standards (IFRSs).
The profit before charging interest, tax, depreciation, amortisation, share-based payment charges, other, non-recurring income and exceptional costs (adjusted EBITDA) is presented in the income statement as the Directors consider this performance measure provides a more accurate indication of the underlying performance of the Company and is commonly used by City analysts and investors.
The preparation of financial statements requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the financial information, are disclosed in note 3.
The presentational and functional currency of the Company is sterling. Results in these financial statements have been prepared to the nearest £1,000.
2.2. Basis of consolidation
The consolidated financial information incorporates the financial information of Dianomi Plc and all of its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control, which in Dianomi's case are Dianomi Inc. and Dianomi Pty Ltd. The Group controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.
2.3. Going concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
At 31 December 2022 the Company had cash and cash equivalents of £11.7 million (2021; £10.3 million) and net current assets of £11.8 million (2021: £10.1 million). The Group has no debt outstanding or facilities in place (2021: £nil).
The Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts are challenged by various downside scenarios to stress test the estimated future cash position. The Directors are pleased to note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.
Post year end, in March 2023, the Federal Deposit Insurance Corporation announced that it had been appointed receiver to SVB Financial Group ("SVB") and the Bank of England announced that it intended to apply to the Court to place Silicon Valley Bank UK Limited ('SVBUK') into a Bank Insolvency Procedure. At the time of the announcements, Dianomi had £3.9 million in deposits across SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and other regulators guaranteed all depositors in SVB, with First Citizens Bank subsequently acquiring Silicon Valley Bridge Bank, N.A. from the FDIC, meaning that all deposits were safe and secure.
2.4. Principal Accounting Policies
2.4.1. Revenue
The Group's customers are direct advertisers, affiliate advertisers and advertising agencies with whom the Group will enter into a contract or insertion order.
The Group generates revenue by charging advertisers for advertising campaigns delivered through its platform. The customer's total spend on advertising is determined by multiplying an agreed performance metric option, such as cost per mil (CPM), cost per impression (CPI), cost per click (CPC) or cost per action (CPA) with the volumes of units delivered.
Revenue is recognised on completion of the performance criteria which, in most cases, is when an internet user clicks through to an advertisement that has been displayed on a web page.
Where advanced payments are made in advance of satisfying the performance obligation, these amounts are transferred to deferred revenue (contract liabilities) and recognised when the performance obligation has been met.
The Group's standard payment terms require settlement of invoices within 60-90 days of receipt.
The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.
2.4.2. Cost of sales
Cost of sales represents the direct expenses that are attributable to the services sold. They consist primarily of payments to publishers under the terms of the revenue share agreements that the Group has with them. Depending on the terms of the revenue share agreements, cost of sales can include commissions where applicable.
In limited instances, the Company incurs costs with publishers based on a guaranteed minimum rate of payment from the Company in exchange for guaranteed placement of the Company's promoted recommendations on specified portions of the publisher's online properties. These guaranteed rates are typically either a minimum monthly payment or a minimum CPM and are recognised as an expense as incurred.
2.4.3. Taxation
Current tax is the tax currently payable based on the taxable profit for the year.
The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset.
The Group's US subsidiary does not charge US sales tax on its services as it provides non-taxable services.
Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.
2.4.4. Development costs
Costs relating to the ongoing support and development of the Group's platform are recognised as an expense in profit and loss as incurred.
2.4.5. Foreign currency translation
a) Function and presentational currency
Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial information is presented in 'sterling', which is the Company's functional currency and the Group's presentation currency.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.4.6. Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions.
2.4.7. Financial Instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not a fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. All financial instruments held are classified as loans and receivables.
a) Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
b) Contract liabilities
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognised as revenue when the performance obligation has been met.
c) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest method, less any impairment losses.
d) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
e) Derivative financial instruments
Derivative financial instruments comprise economic hedges. Hedge accounting is not applied to derivative instruments that economically hedge financial assets and liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognized in profit or loss under financing income or expenses.
2.4.8. Leases
The Group leases property in the UK, US and Australia.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
- Leases of low value assets; and
- Leases with a duration of twelve months or less.
These leases are recognised as an expense on a straight-line basis over the term of the lease.
Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used. This is 3.0 per cent. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
- Lease payments made at or before commencement of the lease;
- Initial direct costs incurred; and
- The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.
2.4.9. Earnings per share
The Group presents basic and diluted earnings per share on an IFRS basis. In calculating the weighted average number of shares outstanding during the period, any share restructuring is adjusted to allow comparability with other periods. The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, which arise from share options outstanding.
2.4.10. Financing income and expenses
Financing expenses comprise interest payable, finance charges on shares classified as liabilities and leases recognised in the income statement using the effective interest method, unwinding of the discount on provisions, and not foreign exchange losses that are recognised in the statement of comprehensive income.
Financing income includes interest receivable on funds invested. Interest income and interest payable are recognised in the statement of comprehensive income as they accrue, using the effective interest method.
2.4.11. Costs relating to IPO
Items which are material because of their size or nature and which are non-recurring are highlighted separately on the face of the consolidated statement of comprehensive income. The separate reporting of exceptional items helps provide a better picture of the Group's underlying performance. Items which have been included within this category are the costs relating to the Company's IPO on AIM in May 2021. The costs specifically related to the issue of new shares have been set against share premium. Other IPO costs which related to listing both new and existing shares were allocated on a 50/50 basis between exceptional P&L costs and share premium.
Costs relating to the IPO are excluded from the headline profit measures used by the Group and are highlighted separately in the consolidated statement of comprehensive income as management believe that they need to be considered separately to gain an understanding the underlying profitability of the trading businesses.
2.4.12. Employee Benefits
Post-retirement benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in administrative expenses in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with the fair value of goods and services received.
2.5. Standards issued but not yet effective
The IASB and IFRIC have issued the following relevant standards and interpretations with effective dates as noted below
|
Standard |
Key Requirements |
Effective date (for annual periods beginning on or after) |
|
IFRS 17 'Insurance contracts' as amended in June 2020 by amendments to 'IFRS 17, Insurance Contract |
The standard establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts issued. No impact is expected on the results of the Group. |
1 January 2023 |
|
Amendments to IAS 1 Presentation of Liabilities as Current or Non-current |
The standard clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. |
1 January 2024 |
|
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies |
The standard makes it clear that accounting policies governing material balances are not necessarily themselves material. Therefore the quantity of accounting policy disclosures may reduce. |
1 January 2023 |
|
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates |
The standard introduces a new definition for accounting estimates. No impact is expected on the results of the Group. |
1 January 2023 |
|
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
The standard clarifies how companies account for deferred tax on transactions such as leases and decommissioning obligations. |
1 January 2023 |
|
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback |
The standard clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. |
1 January 2024 |
|
Amendments to IAS 1 Non-Current Liabilities with Covenants |
The standard clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. |
1 January 2024 |
The new standards, listed above, are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
2.6. Alternative performance measures
In order to provide better clarity to the underlying performance of the Group, adjusted EBITDA and adjusted earnings per share are used as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes from operating profit non-cash depreciation, share-based payment charges, other, non-recurring income and non-recurring exceptional costs. Adjusted EPS excludes from profit after tax share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts. Please refer to note 8 for reconciliations to Alternative Performance Measures ("APMs").
3. Judgements and key sources of estimation uncertainty
The preparation of the consolidated financial information requires the Directors to make estimates and judgements that affect the reported amounts of assets, liabilities, costs and revenue in the consolidated financial information. Actual results could differ from these estimates. The judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the consolidated financial information are:
Estimations:
- Share-based payments: the Group measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted and requires assumptions to be made in particular the value of the shares at the date of options granted. Management have had to apply judgement when selecting assumptions.
- Receivables provision : the Group reviews the amount of credit loss associated with its trade receivables, intercompany receivables and other receivables based on historical default rates as well as forward looking estimates that consider current and forecast credit conditions.
Judgements :
- Deferred tax: the extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.
- Going concern: The financial statements have been prepared on the going concern basis based on a judgement by the Directors that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future, being a period of at least 18 months from the date of signing these financial statements. In this context, the Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts were challenged by various downside scenarios to stress test the estimated future cash position. The Directors note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.
- Treatment of costs incurred on the equity raise : the decision of how to split the costs incurred on an equity raise via IPO requires judgement given that, whilst costs incurred on an equity raise should be recognised against equity in share premium, costs that relate to a stock market listing should be recognised as an expense in the Statement of Comprehensive Income. Costs incurred relating to Admission were split as follows:
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
Share Premium |
|
- |
596 |
|
Statement of Comprehensive Income |
|
- |
637 |
|
|
|
====================================================== |
====================================================== |
|
|
|
- |
1,233 |
|
|
|
====================================================== |
====================================================== |
4. Revenue
Revenue arises from :
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
|
£000 |
£000 |
|
|
|
|
|
|
|
|
EMEA |
|
6,591 |
7,149 |
|
|
U.S.A. |
|
28,317 |
27,451 |
|
|
APAC |
|
1,007 |
1,182 |
|
|
|
|
====================================================== |
====================================================== |
|
|
|
|
35,915 |
35,782 |
|
|
|
|
====================================================== |
====================================================== |
|
|
|
|
|
|
|
5. Operating segments
The Group is operated as one global business by its executive team, with key decisions being taken by the same leaders irrespective of the geography where work for clients is carried out. The Directors consider that the geographies where the Group operates have similar economic and operating characteristics and the products and services provided in each region are all related to premium native advertising . Management therefore consider that the Group has one operating segment. The Group report is presented and measured to the Board as a single segment and is consistent with the financial statements. As such, no additional disclosure has been recorded under IFRS 8.
6. Other income
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
Other income |
|
167 |
- |
|
|
|
====================================================== |
====================================================== |
|
|
|
167 |
- |
|
|
|
====================================================== |
====================================================== |
Other income in the year ended 31 December 2022 related t o a tax refund as a result of an R&D tax credit.
7. Administrative expenses
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
|
|
£000 |
£000 |
|
|
|
|
|
|
|
||
|
Direct staff costs |
|
5,167 |
4,702 |
|
|
|
IT and software costs |
|
1,273 |
834 |
|
|
|
Legal and professional |
|
754 |
905 |
|
|
|
Rent |
|
239 |
106 |
|
|
|
Insurance |
|
186 |
90 |
|
|
|
Depreciation - leased assets |
|
107 |
154 |
|
|
|
Foreign exchange losses |
|
33 |
90 |
|
|
|
Share-based payments |
|
526 |
2,854 |
|
|
|
Other administrative expenses |
|
696 |
529 |
||
|
|
|
====================================================== |
====================================================== |
||
|
|
|
8,981 |
10,264 |
|
|
|
|
|
====================================================== |
====================================================== |
||
|
|
|
|
|
|
|
During the year the Group obtained the following services from the Company's auditors as detailed below:
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
Audit fees |
|
118 |
75 |
|
Other services: |
|
|
|
|
Tax compliance |
|
19 |
11 |
|
Transfer pricing advice |
|
- |
12 |
|
Agreed upon procedures on interim results |
|
15 |
19 |
|
|
|
====================================================== |
====================================================== |
|
|
|
152 |
117 |
|
|
|
====================================================== |
====================================================== |
8. Reconciliations to Alternative Profit Measures
In order to provide better clarity to the underlying performance of the Group, Dianomi uses adjusted EBITDA and adjusted earnings per share as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes non-cash depreciation charges, share-based payment charges, other, non-recurring income and non-recurring exceptional costs from operating profit. Adjusted EPS excludes share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts from profit after tax.
The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted profit before tax from profit before tax.
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
|
|
====================================================== |
====================================================== |
|
Profit/(loss) before tax |
|
1,147 |
(618) |
|
|
|
====================================================== |
====================================================== |
|
Adjusting items: |
|
|
|
|
Costs relating to the IPO |
|
- |
637 |
|
Share-based payments |
|
526 |
2,854 |
|
Other income |
|
(167) |
- |
|
|
|
====================================================== |
====================================================== |
|
Adjusted profit before tax |
|
1,506 |
2,873 |
|
|
|
====================================================== |
====================================================== |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
107 |
154 |
|
Net finance (income)/expense |
|
(37) |
41 |
|
|
|
====================================================== |
====================================================== |
|
Adjusted EBITDA |
|
1,576 |
3,068 |
|
|
|
====================================================== |
====================================================== |
|
|
|
|
|
The table below sets out the reconciliation of the Group's adjusted profit after tax to adjusted profit before tax.
|
|
|
====================================================== |
====================================================== |
|
|
Adjusted profit before tax |
|
1,506 |
2,873 |
|
|
|
|
====================================================== |
====================================================== |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax (expense)/credit |
|
(662) |
122 |
|
|
Tax impact of adjusting items |
|
(68) |
(677) |
|
|
|
|
====================================================== |
====================================================== |
|
|
Adjusted profit after tax |
|
776 |
2,318 |
|
|
|
|
====================================================== |
====================================================== |
|
|
|
|
|
|
|
Adjusted profit after tax is used in calculating adjusted basic and adjusted diluted EPS. Adjusted profit after tax is stated before adjusting items and their associated tax effects. Adjusted EPS is calculated by dividing the adjusted profit after tax for the period attributable to Ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted profit after tax by the weighted average number of shares adjusted for the impact of potential ordinary shares. Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 13 for further detail.
9. Employee information
The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
Number |
Number |
|
Directors |
7 |
7 |
|
Employees |
39 |
34 |
|
|
------------------------------------------------ |
------------------------------------------------ |
|
|
46 |
41 |
|
|
======================================== |
======================================== |
The aggregate payroll costs of these persons (including directors) were as follows:
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
£000 |
£000 |
|
Wages and salaries |
4,537 |
4,226 |
|
Social security costs |
569 |
408 |
|
Pension costs |
61 |
69 |
|
Share-based payment expense |
526 |
2,854 |
|
|
------------------------------------------------ |
------------------------------------------------ |
|
|
5,693 |
7,557 |
|
|
====================================================== |
====================================================== |
A defined contribution pension scheme is operated by a third party and the Group pays contributions on behalf of the employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund. Contributions amounting to £nil were payable to the fund at the end of 2022 (2021: £nil).
Key management personnel include employees across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel are considered to be the executive directors of the Group and details regarding their remuneration are set out below:
|
|
FY22 |
|||||
|
|
Salary |
Bonus/ Commission |
Benefits |
Pension |
Total |
|
|
Name |
'000s |
'000s |
'000s |
'000s |
'000s |
|
|
Rupert Hodson |
220 |
- |
11 |
2 |
233 |
|
|
Charlotte Stranner |
180 |
- |
- |
1 |
181 |
|
|
Raphael Queisser[1] |
220 |
- |
7 |
3 |
230 |
|
|
Robert Cabell de Marcellus[1] |
220 |
- |
2 |
4 |
226 |
|
|
Total |
840 |
- |
20 |
10 |
870 |
|
|
|
FY21 |
|||||
|
|
Salary |
Bonus/ Commission |
Benefits |
Pension |
Total |
|
|
Name |
'000s |
'000s |
'000s |
'000s |
'000s |
|
|
Rupert Hodson |
205 |
96 |
7 |
2 |
310 |
|
|
Charlotte Stranner[2] |
133 |
53 |
- |
1 |
187 |
|
|
Raphael Queisser |
205 |
96 |
4 |
4 |
309 |
|
|
Robert Cabell de Marcellus |
205 |
96 |
4 |
4 |
309 |
|
|
Total |
748 |
251 |
15 |
11 |
1,115 |
|
|
|
|
|
|
|
|
|
[1] Raphael Queisser and Robert Cabell de Marcellus stepped down from the board and from their positions as COO and CTO respectively on 15 March 2023.
[2] Charlotte Stranner joined the board on 27 April 2021
The highest paid director received remuneration of £233k (2021: £310k). No share options were exercised by the directors in the year (2021: nil).
10. Finance income and expenses
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Interest received |
41 |
5 |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
Total finance income |
41 |
5 |
|
|
============================================ |
============================================ |
|
Loan note interest |
- |
44 |
|
On lease liability |
4 |
2 |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
Total finance expense |
4 |
46 |
|
|
============================================ |
============================================== |
11. Taxation
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
£000 |
£000 |
|
UK corporation tax |
|
|
|
Current tax on income for the year |
- |
- |
|
Adjustments in respect of prior periods |
- |
- |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
|
- |
- |
|
|
================================================= |
================================================= |
|
Foreign tax |
|
|
|
Foreign tax on income for the year |
662 |
553 |
|
|
----------------------------------------------- |
----------------------------------------------- |
|
Total current tax |
|
553 |
|
|
================================================= |
================================================= |
|
Deferred tax |
|
|
|
Origination and reversal of timing differences |
- |
(675) |
|
|
----------------------------------------------- |
----------------------------------------------- |
|
Total deferred tax |
- |
(675) |
|
|
================================================= |
================================================= |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
Taxation on profit on ordinary activities |
662 |
(122) |
|
|
================================================= |
================================================= |
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2021: lower than) the standard rate of corporation tax in the UK of 19% (2021: 19%).
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Profit/ (loss) on ordinary activities before taxation |
1,147 |
(618) |
|
|
======================================================= |
======================================================= |
|
|
|
|
|
Profit/ (loss) on ordinary activities multiplies by standard rate of corporation tax in the UK of 19% (20201: 19%) |
218 |
(118) |
|
|
|
|
|
Effects of: |
|
|
|
Expenses not deductible for tax purposes |
16 |
657 |
|
Foreign tax |
321 |
225 |
|
Difference in tax rates |
- |
(96) |
|
Deferred tax not recognised |
107 |
(790) |
|
|
|
|
|
|
======================================================= |
======================================================= |
|
Tax on profit |
662 |
(122) |
|
|
======================================================= |
====================================================== |
12. Deferred Tax
|
Deferred Tax Asset |
|
|
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Tax losses |
675 |
675 |
|
|
---------------------------------------- |
---------------------------------------- |
|
|
675 |
675 |
|
|
============= =========================== |
======================================== |
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. There is a potential additional deferred tax asset of £1.3 million in respect of tax losses of £5.1 million which has not been recognised due to a prudent approach being taken as to the timing and level of future taxable profits.
13. Earnings per share
The Group presents non-adjusted and adjusted basic and diluted earnings/loss per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit/loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of ordinary shares used in the diluted EPS calculation is inclusive of the number of share options that are expected to vest subject to performance criteria as appropriate, being met.
The profit/(loss) and weighted average number of shares used in the calculations are set out below:
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
£000 |
£000 |
|
Profit/(loss) attributable to the ordinary equity holders of the Group used in calculating basic and diluted EPS |
485 |
(4 96 ) |
|
|
|
|
|
Basic earnings/(loss) per o rdinary share (p) |
1.62 |
( 1.77) |
|
Diluted earnings/(loss) per ordinary share (p) |
1.46 |
(1 .77) |
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
Adjusted basic and diluted EPS |
£000 |
£000 |
|
|
|
|
|
Reconciliation of earnings used in calculating adjusted EPS: |
|
|
|
Profit/(loss) attributable to the ordinary equity holders of the Group used in calculating basic and diluted EPS |
485 |
(4 96 ) |
|
Adjusting items: |
|
|
|
Share-based payments |
526 |
2,854 |
|
C osts relating to the IPO |
- |
637 |
|
Other income |
(167) |
- |
|
|
|
|
|
Tax impact of adjusting items |
(68) |
(6 77 ) |
|
|
====================================================== |
====================================================== |
|
Profit attributable to the ordinary equity holders of the Group used in calculating adjusted basic and diluted EPS |
776 |
2,318 |
|
|
|
|
|
Adjusted basic earnings per ordinary share (p) |
2.58 |
8.27 |
|
Adjusted diluted earnings per ordinary share (p) |
2.34 |
7.65 |
|
|
|
Year to 31 Dec 2022 |
Year to 31 Dec 2021 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted basic EPS |
|
30,027,971 |
28,024,038 |
|
Weighted share option dilution impact |
|
3,184,268 |
2,264,678 |
|
|
|
====================================================== |
====================================================== |
|
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted diluted EPS |
|
33,212,239 |
30,288,716 |
14. Right-of-use assets
|
|
|
Leased property |
||||
|
|
|
£000 |
||||
|
Cost |
|
|
||||
|
At 1 January 2021 |
|
- |
||||
|
Additions |
|
257 |
||||
|
|
|
================================================== |
||||
|
At 31 December 2021 |
|
257 |
||||
|
|
|
================================================== |
||||
|
At 1 January 2022 |
|
257 |
||||
|
Additions |
|
320 |
||||
|
|
|
=================================================== |
||||
|
At 31 December 2022 |
|
577 |
||||
|
|
|
================================================== |
||||
|
Depreciation |
|
|
||||
|
At 1 January 2021 |
|
103 |
||||
|
Depreciation charge |
|
154 |
||||
|
|
|
=================================================== |
||||
|
At 31 December 2021 |
|
257 |
||||
|
|
|
================================================== |
||||
|
At 1 January 2022 |
|
257 |
||||
|
Depreciation charge |
|
107 |
||||
|
|
|
=================================================== |
||||
|
At 31 December 2022 |
|
364 |
||||
|
|
|
=================================================== |
||||
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
At 31 December 2021 |
|
- |
|
|
At 31 December 2022 |
|
213 |
|
During the year the Company entered into an 18 month lease for its serviced office premises in London. The total payments due under the term of the lease amount to £0.3 million. Lease liabilities in respect of right-of-use assets were £0.2 million as at 31 December 2022 (2021: £nil). The discount rate used in determining the present value of the lease liability was 3%. The interest expense recognised in the statement of comprehensive income for the year ended 31 December 2022 was £4k (2021: £2k).
15. Subsidiaries
The undertakings in which the Group's interest at the year-end is 20 per cent. or more are as follows:
|
Subsidiary undertakings |
Country of incorporation |
Principal activity |
|
|
|
|
|
|
At 31 Dec 2022 |
At 31 Dec 2021 |
|
|
|
|
|
|
|
Dianomi Inc
|
United States |
Business support services |
100% |
100% |
|
Dianomi PTY
|
Australia |
Business support services |
100% |
100% |
The registered office of Dianomi Inc is Corporate Service Bureau Inc., 28 Old Rudnick Lane, Dover, Delaware,19901. The registered office of Dianomi PTY is ALM Williams Partners, Level 2, 570 St Kilda Road, Melbourne, VIC 3004.
16. Trade and other receivables
|
|
As at 31 Dec 2021 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
Current |
|
|
|
Trade receivables |
7,488 |
7,169 |
|
Prepayments |
116 |
59 |
|
Loan receivable |
52 |
97 |
|
Other receivables |
218 |
70 |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
|
7,874 |
7,395 |
|
|
============================================== |
============================================== |
All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The directors consider that the carrying value of trade and other receivables approximates to their fair value.
The loan receivable balances relate to a loan owed from Buckingham Gate Financial Services Limited, a shareholder and related party. The loan accrues annual interest at 4%.
The expected credit loss on trade and other receivables was not material at the current or prior year end. For analysis of the maximum exposure to credit risk, please refer to note 21.
The impairment loss recognised in the income statement for the period in respect of bad and doubtful trade receivables was £52k (2021: £17k).
The ageing of trade receivables is detailed below:
As at 31 December 2022
|
|
< 30 days |
< 60 days |
< 90 days |
< 180 days |
> 180 days |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
Gross carrying amount |
3,626 |
1,743 |
814 |
456 |
849 |
7,488 |
|
|
=============================================== |
============================================== |
============================================ |
============================================ |
============================================== |
================================================= |
As at 31 December 2021
|
|
< 30 days |
< 60 days |
< 90 days |
< 180 days |
> 180 days |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
Gross carrying amount |
3,920 |
1,459 |
889 |
407 |
494 |
7,169 |
|
|
=============================================== |
============================================== |
============================================ |
============================================ |
============================================== |
================================================= |
17. Cash and cash equivalents
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Cash at bank and in hand |
11,663 |
10,278 |
|
|
============================================ |
============================================== |
Cash at bank earns interest at floating rates based on bank deposit rates. Post year end, in March 2023, the Federal Deposit Insurance Corporation announced that it had been appointed receiver to SVB Financial Group ("SVB") and the Bank of England announced that it intended to apply to the Court to place Silicon Valley Bank UK Limited ('SVBUK') into a Bank Insolvency Procedure. At the time of the announcements, Dianomi had £3.9 million in deposits across SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and other regulators guaranteed all depositors in SVB, with First Citizens Bank subsequently acquiring Silicon Valley Bridge Bank, N.A. from the FDIC, meaning that all deposits were safe and secure.
18. Trade and other payables
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
Current liabilities |
|
|
|
Trade payables |
3,035 |
3,780 |
|
Other taxes and social security costs |
116 |
228 |
|
Contract liabilities |
104 |
376 |
|
Other payables and accruals |
4,793 |
3,697 |
|
|
---------------------------------------------- |
---------------------------------------------- |
|
|
8,048 |
8,081 |
|
|
============================================ |
============================================= |
The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.
19. Lease liabilities
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
Current liabilities |
|
|
|
Lease liabilities |
|
|
|
|
219 |
- |
|
|
-------------------------------------------- |
-------------------------------------------- |
|
|
219 |
- |
|
|
========================================== |
========================================== |
The Group leases an office building in London for use by its staff. The discount rate used in determining the present value of lease liabilities was the Group's incremental borrowing rate of 3%. The interest expense recognised in the consolidated statement of comprehensive income for the year ended 31 December 2022 was £4k (2021: £2k). Payments of £106k (2021: £160k) in respect of rental payments paying down lease liabilities have been recognised in the consolidated statement of cash flows.
All other leases are considered short term as the lease terms are 12 months or less. The total amount recorded in the consolidated statement of comprehensive income in respect of short term leases is £239k (2021: £88k). Remaining commitments on short term leases are recorded below.
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Within one year |
27 |
175 |
|
|
-------------------------------------------- |
-------------------------------------------- |
|
|
27 |
175 |
|
|
========================================== |
============================================== |
19. Financial instruments
The Group's and Company's financial instruments may be analysed as follows:
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
Financial assets |
|
|
|
Financial assets measured at amortised cost: |
|
|
|
Cash at bank and in hand |
11,663 |
10,278 |
|
Trade receivables |
7,488 |
7,169 |
|
Loan receivable |
52 |
97 |
|
Other receivables |
218 |
70 |
|
|
=============================================== |
=============================================== |
|
|
19,421 |
17,614 |
|
|
=============================================== |
=============================================== |
|
Financial liabilities |
|
|
|
Financial liabilities measured at amortised cost: |
|
|
|
Trade payables |
3,035 |
3,780 |
|
Other payables and accruals |
4,793 |
3,697 |
|
|
=============================================== |
=============================================== |
|
|
7,828 |
7,477 |
|
|
=============================================== |
============================================== |
|
|
|
|
The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised a fair value loss of £nil (2021: gain of £21k).
21. Financial risk management
The Group and Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All of the Group's financial instruments are classified as loans and receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:
Credit risk
Generally the Group's and Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
|
£000 |
£000 |
|
|
Trade receivables |
7,488 |
7,169 |
|
|
Other receivables |
386 |
167 |
|
|
|
-------------------------------------------------- |
-------------------------------------------------- |
|
|
|
7,874 |
7,336 |
|
|
|
================================================ |
================================================ |
|
Credit risk is the risk of financial risk to the Group and Company if a counter party to a financial instrument fails to meets its contractual obligation. The nature of the Group's and Company's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.
The Group's and Company's trade and other receivables are actively monitored. The ageing profile of trade receivables is monitored regularly by Directors. Any debtors over 60 days are individually reviewed by Directors every month and explanations sought for any balances that have not been recovered.
Unbilled revenue is recognised by the Group and Company only when all conditions for revenue recognition have been met in line with the Group's accounting policy.
The Directors are of the opinion that there is no material credit risk at group level.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The tables below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities.
The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.
Contractual maturities of financial liabilities at 31 December 2022
|
|
Less than 6 months |
6-12 months |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Total contractual cashflows |
Carrying amount (assets)/ Liabilities |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
8,048 |
- |
- |
- |
- |
8,048 |
8,048 |
|
|
============================================ |
========================================= |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
|
Total |
8,048 |
- |
- |
- |
- |
8,048 |
8,048 |
|
|
======================================= |
======================================== |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
Contractual maturities of financial liabilities at 31 December 2021
|
|
Less than 6 months |
6-12 months |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Total contractual cashflows |
Carrying amount (assets)/ Liabilities |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
8,081 |
- |
- |
- |
- |
8,081 |
8,081 |
|
|
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
|
Total |
8,081 |
- |
- |
- |
- |
8,081 |
8,081 |
|
|
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
============================================ |
Interest rate risk
As at 31st December 2022 and 2021 the Group has no interest rate risk exposure as the Group had no debt outstanding.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars and Australian Dollars. The Group monitors exchange rate movements closely and occasionally enters into forward contract agreements to hedge against the potential volatility of unfavourable foreign exchange rates. The Group ensures adequate funds are maintained in appropriate currencies to meet known liabilities. The Group also has trade receivable balances in foreign currency and monitors the potential effect of any exchange rate movements on these balances.
The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:
|
|
As at 31 Dec 2022 £000 |
|||||
|
|
USD |
CAD |
EUR |
AUD |
INR |
SGD |
|
Cash & cash equivalents |
11,017 |
1,170 |
249 |
825 |
- |
265 |
|
|
As at 31 Dec 2021 £000 |
|||||
|
|
USD |
CAD |
EUR |
AUD |
INR |
SGD |
|
Cash & cash equivalents |
7,486 |
84 |
731 |
727 |
914 |
225 |
The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
10% weakening of functional currency |
193 |
191 |
|
|
================================================== |
================================================== |
|
|
|
|
|
10% strengthening of functional currency |
(160) |
(156) |
|
|
================================================== |
======================================= = |
The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates their carrying value.
Capital risk management policy
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going concern in order to continue to provide returns for shareholders and benefits for other stakeholders
· maintain an optimal capital structure to reduce the cost of capital
The Group considers its capital comprises share capital plus all reserves, which amounted to £11.8 million as at 31 December 2022 (2021: £10.1 million).
The Group has no debt facilities in place as at 31 December 2022 (2021: £nil). Management assesses the Group's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
22. Related party disclosures
Transactions with BGF are disclosed below:
|
|
Year ended 31 Dec 2022 |
Year ended 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Annual fee |
50 |
50 |
|
Interest on loan notes |
- |
42 |
|
|
-------------------------------------------------- |
-------------------------------------------------- |
|
|
50 |
92 |
|
|
================================================ |
============================================== |
The amount due to BGF as at 31 December 2022 is £77k (2021: £27k). Up until the Company's IPO in May 2021, the annual fee related to a management fee payable by the Company under the terms of the investment agreement between BGF and the Company whereby BGF could appoint a representative to the Board. Following the Company's IPO, the annual fee relates specifically to Matthew Singh's (a representative of BGF) services as a Non-Executive Director.
The Group received revenues of £45k (2021: £76k) from Buckingham Gate Financial Services Limited, a company that is controlled by the shareholders of the Company. As at 31 December 2022 there were trade receivables from Buckingham Gate Financial Services Limited of £4k (31 December 2021: £7k). The Group also has a loan receivable from Buckingham Gate Financial Services Limited of £52k as at 31 December 2022 (31 December 2021: £97k), details of which are set out in note 16. Interest receivable of £3k accrued in the year ended 31 December 2022 (2021: £5k).
23. Share capital
|
Ordinary Shares |
Issued Shares Number |
Nominal Value |
Issued Amount |
|
|||||||
|
As at 1 January 2021 |
18,345 |
0.01 |
184 |
|
|||||||
|
Bonus issue |
3,100,305 |
0.01 |
31,003 |
|
|||||||
|
Redesignation of A, B and C ordinary shares to Ordinary Shares |
1,859,514 |
0.01 |
18,595 |
|
|||||||
|
Subtotal |
4,978,164 |
0.01 |
49,782 |
|
|||||||
|
|
|
|
|
|
|||||||
|
Subdivision of ordinary shares |
24,890,820 |
0.002 |
49,782 |
|
|||||||
|
Issue of shares pursuant to exercise of options |
3,305,650 |
0.002 |
6,611 |
|
|||||||
|
Issue of shares pursuant to placing |
1,831,501 |
0.002 |
3,663 |
|
|||||||
|
|
|
|
|
|
|||||||
|
As at 31 December 2021, 1 January 2022 and 31 December 2022 |
30,027,971 |
0.002 |
60,056 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A ordinary shares |
Issued Shares Number |
Nominal Value £ |
Issued Amount £ |
|||||||
|
As at 1 January 2021 |
10,361 |
0.01 |
104 |
|||||||
|
Bonus issue |
1,751,009 |
0.01 |
17,510 |
|||||||
|
Redesignation to Ordinary Shares |
(1,761,370) |
0.01 |
(17,614) |
|||||||
|
As at 31 December 2021, 1 January 2022 and 31 December 2022 |
- |
|
- |
|||||||
|
|
|
|
||||||||
|
|
|
|
|
|
||||||
|
B ordinary shares |
Issued Shares Number |
Nominal Value £ |
Issued Amount £ |
|
||||||
|
|
|
|
|
|
||||||
|
As at 1 January 2021 |
602 |
0.01 |
6 |
|
||||||
|
Bonus issue |
101,738 |
0.01 |
1,017 |
|
||||||
|
Redesignation to Ordinary Shares |
(80,124) |
0.01 |
(801) |
|
||||||
|
Redesignation to deferred shares |
(22,216) |
0.01 |
(222) |
|
||||||
|
As at 31 December 2021, 1 January 2022 and 31 December 2022 |
- |
|
- |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
C ordinary shares |
Issued Shares Number |
Nominal Value £ |
Issued Amount £ |
|
|
|
|
|
|
As at 1 January 2021 |
106 |
0.01 |
1 |
|
Bonus issue |
17,914 |
0.01 |
179 |
|
Redesignation to Ordinary Shares |
(18,020) |
0.01 |
(180) |
|
As at 31 December 2021, 1 January 2022 and 31 December 2022 |
- |
|
- |
|
Deferred shares |
Issued Shares Number |
Nominal Value £ |
Issued Amount £ |
|
As at 1 January 2021 |
- |
|
- |
|
Redesignation of B ordinary shares |
22,216 |
0.01 |
222 |
|
Repurchase of deferred shares |
(22,216) |
0.01 |
(222) |
|
|
|
|
|
|
As at 31 December 2021, 1 January 2022 and 31 December 2022 |
- |
|
- |
On 6 May 2021, £49,709.66 of the available £1,084,776 of the Company's share premium account was capitalised through the issue of bonus ordinary shares of £0.01 each, A ordinary shares of £0.01 each ("A Shares"), B ordinary shares of £0.01 each ("B Shares"), and C ordinary shares of £0.01 each ("C Shares") to existing shareholders pro rata to their holdings of ordinary shares of £0.01 each, A Shares, B Shares and/or C Shares. The capitalisation resulted in an issued share capital of 3,118,650 ordinary shares of £0.01 each, 1,761,370 A Shares, 102,340 B Shares and 18,020 C Shares.
A new set of interim articles of association was adopted by the Company to reflect its re-registration as a public limited company and the Company's name was changed to Dianomi plc.
Immediately prior to the Company's admission to trading on AIM ("Admission") taking place, the A Shares and C Shares were re-designated as ordinary shares of £0.01 each in the capital of the Company on the basis of one ordinary share of £0.01 per A Share or C Share then in issue.
Immediately prior to Admission taking place, the 102,340 B Shares in issue after the bonus issue described above were re-designated as 80,124 ordinary shares of £0.01 each and 22,216 deferred shares of £0.01 each in the capital of the Company.
Immediately after the re-designation of shares described above, each ordinary share of £0.01 was sub-divided into five ordinary shares of £0.002 each.
Immediately on Admission taking place on 24 May 2021, all of the deferred shares of £0.01 each were repurchased by the Company for an aggregate consideration of £1.00 to be satisfied in cash.
Furthermore, on Admission 1,831,501 new ordinary shares of £0.002 pence were issued pursuant to the placing, raising gross proceeds of £5 million for the Company.
24. Share-based payments
The Group operates an equity-settled share-based remuneration scheme for employees. All UK employees are eligible to participate in the long term incentive scheme, the only vesting condition being that the individual remains an employee of the Group over the ten year vesting period.
The number of options and weighted average exercise price in the table below have not been adjusted to reflect the share capital reorganisation in May 2021 as described in Note 23.
|
|
Weighted average exercise price (pence) |
Number |
Weighted average exercise price (pence) |
Number |
||||
|
|
Dec 22 |
Dec 22 |
Dec 21 |
Dec 21 |
||||
|
|
|
|
|
|
||||
|
Outstanding at the beginning of the period |
273 |
1,594,387 |
1.0 |
3,627 |
||||
|
Granted during the period |
335 |
134,627 |
225.9 |
1,982,926 |
||||
|
Lapsed/exercised during the period |
335 |
(7,463) |
0.2 |
(392,166) |
||||
|
|
-------------------------------------------- |
----------------------------------------------- |
-------------------------------------------- |
----------------------------------------------- |
||||
|
Outstanding at the end of the period |
278 |
1,721,551 |
273 |
1,594,387 |
||||
|
|
========================================== |
============================================== |
============================================ |
============================================ |
||||
|
|
|
|
|
|
|
|
|
|
Of the total number of options outstanding at the end of the period, Nil (31 Dec 21: Nil) had vested and were exercisable at the end of the year.
Certain options granted under the existing option schemes in place prior to the admission to trading on AIM of the Company's share capital ("Admission") were due to lapse on 17 May 2021, and all but two of these lapsing options were replaced with equivalent options. Of the two other lapsing options, one of these was replaced with an option over a greater number of ordinary shares. All of the options granted under the existing option schemes in place prior to Admission were exercised immediately on Admission.
On Admission, new option schemes were established and a total of 1,640,926 options were granted under these new option schemes with an exercise price of 273p. During the year ended 31 December 2021, 46,539 options lapsed as a result of employees leaving the Group.
During the year ended 31 December 2022 134,627 options were granted with an exercise prices of 335 pence. 7,463 options lapsed as a result of employees leaving the Group.
The Black-Scholes option pricing model was used to value the equity-settles share-based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of the options granted.
The inputs into the model were as follows:
|
|
Post-IPO Option Scheme |
|
|
Weighted average share price at grant date (£) |
2.78 |
|
|
Weighted average exercise price (£) |
2.78 |
|
|
Volatility (%) |
44.00% |
|
|
Weighted average vesting period (years) |
3 |
|
|
Risk free rate (%) |
3.482% |
|
|
Expected dividend yield (%) |
- |
|
|
|
|
|
The share-based remuneration expense comprises:
|
|
As at 31 Dec 2022 |
As at 31 Dec 2021 |
|
|
£000 |
£000 |
|
|
|
|
|
Equity-settled schemes |
526 |
2,854 |
|
|
========================================== |
========================================== |
25. Reserves
Share Capital
Share capital represents the nominal value of share capital subscribed.
Share Premium
Share premium represents the funds received in exchange for shares over and above the nominal value, offset by costs incurred on the raise of equity.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the Company's own shares.
Foreign currency translation reserve The foreign currency translation reserve represents exchange differences that arise on consolidation from the translation of the financial statements of foreign subsidiaries.
Retained earnings
The retained earnings reserve represents cumulative net gains and losses recognised in the statement of comprehensive income.
Share option reserve
The share-based payment reserve represents amounts accruing for equity settled share options granted plus the fair value of share options exercised upon IPO.
26. Ultimate controlling party
There is no ultimate controlling party as at 31st December 2022 nor was there as at 31 December 2021.
27. Events after the balance sheet date
On 15 March 2023 the Company announced that Raphael Queisser and Robert Cabell de Marcellus were stepping down from the board and their positions as COO and CTO respectively. The departures of Raphael and Cabell were part of an internal reorganisation involving a number of other personnel changes in order to ensure the optimal structure for the Group and to align the cost base to the current climate. The costs associated with the reorganisation, estimated to be circa £0.9 million will be classified as exceptional in the Financial Statements for the year ended 31 December 2023 and excluded from alternative performance measures such as Adjusted EBITDA and Adjusted EPS.
28. Contingent liabilities and contingent assets
The Group had no contingent liabilities or contingent assets at 31 December 2022 (31 December 2022: £nil).
29. Capital Commitments
The Group's capital commitments at 31 December 2022 are £nil (31 December 2021: £nil).
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