Final Results

RNS Number : 5442G
dotDigital Group plc
16 November 2022
 

 

16 November 2022

Dotdigital Group plc

("Dotdigital" or the "Group")

 

Final Results for the year ended 30 June 2022

Growth in all regions with strong profits and cash generation

 

Dotdigital Group plc (AIM: DOTD ), the leading 'SaaS' provider of an omnichannel marketing automation and customer engagement platform, announces its final audited results for the year ended 30 June 2022 ("FY22").

 

Financial Highlights


· Organic revenue growth of 8% to £62.8m (FY21: £58.1m)

Recurring revenue increased to 94% (FY21: 93%)

Monthly ARPC1 increased 17% to £1,461 (FY21: £1,251 per month)

· Adjusted EBITDA2 grew 10% to £21.7m (FY21: £19.8m)

· Adjusted operating profit3 increased 6% to £14.5m (FY21: £13.7m)

· Adjusted basic earnings per share of 4.27p (FY21: 3.82p)

· Strong net cash balance at 30 June 2022 of £43.9m (FY21: £32m)

· Proposed final dividend of 0.98p per ordinary share (FY21: 0.86p) in line with progressive dividend policy

 

Operational Highlights


· Growth across all global regions against exceptional prior year

· Digital marketing budgets continue to increase with focus on data and actionable insights

· Deeper and broader partner engagement, with revenue through strategic partner connectors up 14% to £28.9m (FY21: £25.4m)

· Email marketing remains core alongside growing omnichannel uptake, with email volumes up 22% YOY

· Increased headcount and new management team in North America showing early positive trends as well as strengthening the sales and customer success teams in APAC

· Product innovation driving value with functionality recurring revenue4 up 18% to £22.3m (FY21: £18.9m)

· Customer data platform launched to enable our customers to aggregate data from their business systems for relevancy and personalisation

· Board commitment to net zero emissions target by 2030

· Post period end appointment of Chairman and CFO adding management bandwidth

 

Milan Patel, CEO of Dotdigital, commented:

 

"We are pleased to report a strong year of growth and profitability for Dotdigital and significant operational enhancements, comparing well against a strong prior year that was boosted by one-off pandemic related SMS revenue.

 

"The advancements we have made to our technology platform over the year positions us at the heart of Marketeers' evolving needs, providing the tools they require to drive broader, more targeted customer engagement. At the same time, we believe we now have in place the right teams and infrastructure to support our next stage of growth. Backed by high recurring revenues and strong cash generation, we will continue our focused investment in the business to grow our brand awareness through our partner networks, build our platform offering in line with our technology vision and bolster our internal talent to ensure we continue to scale across our territories.

 

"The positive trading momentum at the end of the period has continued into the new financial year. With the challenges from the first half of the year addressed together with favourable market drivers, the Group is tracking in line with expectations for revenue growth and profitability marginally ahead.

 

"Whilst we are monitoring the impact of the wider economic climate across our markets, our technology's proven ROI provides a compelling value proposition to customers as they look to connect with their target audiences. This, together with a clear growth strategy and strong balance sheet, gives us confidence in our ability to continue to grow profitably."

 

 

Investor Video: A highlights video is available to watch here: http://bit.ly/3tu7MX1

 

Investor Deck: A copy of the slides relating to the FY22 results is available here: https://www.dotdigitalgroup.com/events-presentations/

 

Investor Presentation : The management team will provide a live presentation relating to the final results via the Investor Meet Company platform on Friday, 18 November at 10.30am GMT. Investors can register here:  https://www.investormeetcompany.com/dotdigital-group-plc/register-investor  

Annual Report: A copy of the Annual Report for FY22 will be available on our website shortly: https://www.dotdigitalgroup.com/reports/

 

Notes

1.  ARPC means Average Revenue Per Customer (including new customers added in period and existing customers)

2.  EBITDA is earnings before interest, tax, depreciation and amortisation and adjusted for acquisition costs and share-based payments

3.  Operating profit is adjusted for acquisition costs and share-based payments

4.  Functionality revenue refers to license fees and enhanced bolt-on functionality

 

For further information please contact:

 

Dotdigital Group Plc

Milan Patel, CEO

Alistair Gurney, CFO

Tel: 020 3953 3072

InvestorRelations@dotdigital.com

 


Alma PR (Financial PR)

Hilary Buchanan

David Ison

Kieran Breheny

 

Tel: 020 3405 0210

dotdigital@almapr.co.uk

 


Canaccord Genuity (Nominated Advisor and Joint Broker)
Bobbie Hilliam

Jonathan Barr, Sales

Tel: 020 7523 8000

 


finnCap (Joint Broker)
Jonny Franklin Adams, Corporate Finance

Alice Lane, ECM

Rhys Williams, Sales

Tel: 020 7220 0500

 


Singer Capital Markets (Joint Broker)
Shaun Dobson, Chairman of Corporate Finance

Alex Bond, Corporate Finance

Tel: 020 7496 3000

 

 

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

 



 

CHAIRMAN'S STATEMENT

 

I became Chairman of Dotdigital Group Plc post-year end on 5 July 2022, replacing Mike O'Leary, who left the business due to health reasons. Mike played an important role in helping the Company navigate the pandemic while continuing to deliver against its strategic objectives and I would first like to wish him all the best in his continued recovery.

 

A compelling opportunity

 

There were several reasons I took the role. Firstly, the product is exceptional. The marketing automation technology the Group has developed is among the most powerful and easy to use on the market, capable of delivering outstanding returns on investment and significantly enhancing a brand's reputation.

 

The second is the quality of the Group's growing customer base. International in nature and comprising a diverse range of blue-chip organisations from different sectors, marketeers at some of the world's biggest brands rely on Dotdigital to power their campaigns.

 

Thirdly, the Group has an impeccable knowledge of the markets in which it operates. Its teams understand the direction the digital marketing industry is moving in; they understand the evolving needs of marketeers, they know how to address them through the platform, and they recognise the steps we need to take as a business to grow our competitive advantage.

 

Finally, the business has immense potential. The Group has firmly established itself as one of the leading firms in the industry, but there is much more to go for. Supported by a robust balance sheet, there are several routes to accelerate growth available to us.

 

Ending the year on a high

 

To have successfully delivered a year of strong growth and profitability despite the challenging circumstances is testament to the ability and hard work of our teams, the resilience of our model, and the continuing demand for our products.

 

The pandemic led to a temporary increase in demand for transactional SMS in the prior year which tempered the year-on-year growth rate, our North American operation was negatively impacted by an unusually competitive labour market in the first half, and the Group was recruiting for a Chairman and Chief Financial Officer (CFO) for much of the second.

 

I'm pleased to report that those challenges were overcome in the second half, and positive momentum has continued into the new financial year. Crucially, we now have management in place in North America and are having success in both hiring and retaining colleagues in the region. While our teams there continue to embed, the pipeline is building at a healthy rate.

 

We have also now filled the vacant roles on the Board, adding complementary new skills and abilities and providing the bandwidth for management to return to focusing solely on growing the business and creating shareholder value.

 

My priorities since joining

 

The first was to secure a new Chief Financial Officer with the right credentials and ambitions that matched our own. A dynamic finance professional with an impressive track record working in senior roles at private equity-backed technology businesses, Alistair Gurney was the outstanding candidate for the position, and I am delighted we were able to welcome him onto the Board in September 2022.

 

The second priority was to work with the Board to sharpen the strategy. For several years now, much of Dotdigital's R&D efforts have centred around data functionality as demand for actionable insight in the market grows. As a result, Dotdigital is now the platform of choice for thousands of marketeers around the world looking to design and deliver advanced strategies with personalisation at their core.

 

The next step is to build out our data capabilities further, ensuring we stay ahead of the curve and granting access to new markets by offering one of the most comprehensive customer data experience platforms (CDXP) available. Plans are in place across our R&D teams to this end, and we are exploring opportunities to accelerate the process through selective acquisitions of adjacent technology. More information on our CDXP ambitions is provided in the Chief Executive Officer's review in this report.

 

The third priority, in parallel with the first two, was to engage with the Group and its marketplace and understand the culture of Dotdigital. Over the past few months, I have met with many colleagues from across the Group. I have been impressed by the calibre of talent at our disposal and encouraged by our teams' enthusiasm for what we as a Group are trying to achieve.

 

Sustainable foundations

 

The Board continues to focus efforts on progressing the Group's Environmental, Social and Governance (ESG) agenda. ESG is central to what we do and have made significant progress on our initiatives in the year. 

 

The Board is also aware that focussing on Dotdigital's own performance, as well as the technology we provide to our customers, also has a beneficial impact on both the people and our planet. As a business we prioritise our people through wellbeing initiatives, meeting governance expectations through our accreditation of ISO14001 and achieve high standards on data privacy and data security through our accreditations and control systems of ISO27001 & ISO27701.

 

We have a number of new initiatives underway, including a Board commitment to a net zero emissions target by 2030. Further details of Dotdigital's environmental initiatives and performance in 2022 are set out in the FY22 annual report.

 

Dividend

 

The Board has agreed to maintain a progressive dividend in line with Group EBITDA growth. Therefore, subject to approval at the AGM in December 2022, the Board proposes that the Group pay a final dividend of 0.98p per ordinary share (2021: 0.86p), payable at the end of January 2023.

 

Looking ahead

 

We now have in place a strong Board with the right blend of skills and experience, high quality management and support teams across our international markets, a first-class product, growing pipelines, a clear strategy and the financial firepower to accelerate delivery.

 

The economic backdrop remains uncertain but, as the pandemic demonstrated, effective engagement with existing and prospective customers is just as important to brands in more challenging times as it is in good, providing Dotdigital a degree of insulation against recessionary pressures.

 

We know the direction we want to take the business and are focussed on using our cash in the optimal way to capture the wealth of available opportunity. It is early in my tenure, but I am excited about our prospects, and look forward to keeping shareholders updated as we progress towards our goals.

 

John Conoley

Non-Executive Chairman 

15 November 2022



 

CHIEF EXECUTIVE OFFICER'S REPORT AND FINANCIAL REVIEW

 

Overview - Year of profitable growth and operational enhancements

 

We are pleased to report a strong year of growth and profitability for Dotdigital, along with significant operational enhancements. These results represent a full financial year since the onset of the pandemic and, despite challenges in the macro environment, compare well against a strong prior year performance that was boosted by one-off pandemic- related SMS revenue. We have cemented our relationships with our customers as a strategic partner, helping them deliver a high return on investment from their digital marketing strategies through a combination of best of breed functionality and services.

 

We have a differentiated and well-integrated offering, including leading orchestration functionality at the heart of the platform, saving our customers time. We have seen sustained business momentum through 2022 as a result of continued execution against each pillar of the Group's growth strategy, namely product innovation, geographic expansion and strategic partnerships, helping us deliver Group organic growth of 8%.

 

During the year, while some form of normality is returning across the different territories post COVID-related restrictions, we have continued to see an acceleration in the shift towards Digital Marketing and the creation of relevant and personalised experiences to audiences across all industries. The use of data, platform adoption and automation capabilities are all continuing to rise and, from a product development perspective, we continue to enhance the Dotdigital platform to ensure it excels in these areas. By helping launch targeted campaigns in our customers' advanced marketing strategies, ensuring they have an individualised message at every touchpoint with their customer or prospect and a strong return on investment, our product has cemented itself as the platform of choice for both B2B and B2C marketeers.

 

A lot of progress has been made in the second half of the year rebuilding our team in North America, with management now in place to lead the vision and execution of growth in the region. We continue to see employee retention strengthen and the successful recruitment of new talent as we embed our culture in a hybrid working environment and competitors pause for breath in their hiring efforts. Through these investments we are making the business more scalable, which puts us in a good place to return to double digit organic growth over the medium term.

 

We continue to see the increase in customers adopting an omnichannel approach, with Email Marketing remaining core to their strategies for driving customer acquisition and retention. We saw email volumes grow 20% in the period as budgets continued to increase and verticals/industries started to return to normal volumes post-pandemic. 

 

As we look forwards, with our vision of building out our Customer Data Experience Platform (CDXP), alongside our own research and development efforts, we will look at acquisitions that offer added value and resilience to our business model. This will not only allow us to expand our addressable market with larger customers, but also makes our existing customers stickier.

 

Business Review - Marketing automation platform underpinned by rich customer data

 

Dotdigital is focussed on empowering marketers to connect with customers through its powerful automation platform that unifies all digital channels. Our platform provides tools that enable marketing teams to launch highly targeted, personalised and relevant campaigns to customers and prospects with personalised engagement at every touchpoint - the right message, at the right time, through the right channel to the right person. The result is faster and more effective marketing campaigns with increased engagement and demonstrable ROI.

 

The use cases of the Group's offering are wide and global, however the Group remains focused on mid-market and enterprise clients across target verticals including retail, non-profit, education, financial services, sports and travel to name a few. The Group's foundations and particular strengths are in email and deep integrations into strategic partners within e-commerce and CRM.

 

Results summary - Organic growth and cash generation

 

The Group generated revenues of £62.8m (2021: £58.1m). This 8% growth was entirely organic, led by larger value customers, existing client growth and improved customer retention in the EMEA region.

 

Adjusted EBITDA increased by 10% to £21.7m (2021: £19.8m) driven by the contribution from organic growth and improving gross margin due to an increase in email volumes which is a very high margin compared to lower margin channels such as SMS. Statutory operating profit was £13.6 million (2021: £12.9 m) including adjusting items of £8.1 million (2021: £6.9 m).

 

We have a strong track record of cash generation and this remains a high priority for the Group with net cash increase of £11.6m in the period (2021: £6.5m).

 

Market opportunity - Continued march toward digital and heightened focus on personalisation

 

We operate within the large global Marketing Automation market, estimated to be worth $5.5bn and growing at between 12% -13% year on year. This market comprises three main target segments with technologies and business models optimised accordingly. These segments consist of small/micro companies, mid-market and enterprise. The mid-market and enterprise segments we are primarily focussed on together estimated to be worth circa $3bn.

 

Our target verticals differ slightly depending on region and level of brand awareness. In North America and APAC, where awareness of Dotdigital continues to develop, we focus on e-commerce businesses through our strategic partnerships and integrations. In the EMEA market, where our brand awareness is high, we target all industry types. In what remains a fragmented market, we offer a comprehensive functionality set and range of services to help customers drive a higher ROI.

 

Digital transformation for marketeers continues at pace in a post-Covid world which has adapted quickly to online experiences. Marketeers' strategies are becoming more sophisticated with the use of data and actionable insights. The Dotdigital platform is well placed to support this, making it easy for customers to make use of data while providing drag and drop functionality to automate messaging at all parts of the customer journey.

 

Email Marketing still generates the highest ROI from all Digital Marketing campaigns and continues to be the marketeers' channel of choice, complemented by other channels to form the overall experience. As the shift to digital progresses, we continue to see an uptake of additional channels, such as push and app messaging, aligned with our move towards building out omni-channel capabilities through the acquisition of Comapi. According to eMarketer, Digital Marketing as a percentage of overall Marketing continues to increase and now represents 66%; as some of the traditional marketing budgets move into Digital. We are well placed to capture this growth. 

 

Growth strategy - Focussed execution against long-term vision

 

Having established a best-in-breed marketing automation platform with omni-channel capability and global scale, we continue to see huge growth potential with our core capabilities as the market moves toward digitally-enabled marketing. At the same time, our financial strength, combined with broad customer reach, provides us with the foundation and resources to build our offering, both organically and through acquisition, in line with our long term vision of building the most comprehensive CDXP capabilities. CDXP describes the ecosystem by which companies and brands view and seek to influence the customer journey - from connecting and communication with customers and prospects, to retaining and optimising their purchasing decisions. The tools that enable marketeers to have insight into the journey is founded on rich customer data, which is where the Dotdigital Engagement Cloud excels, and provides an opportunity to leverage through core capability enhancements as well as new capabilities in this space.

 

Customer data sits at the core of everything we do, and there is substantial scope to broaden our offering to provide even deeper engagement for our customers across any channel through a unified source of customer intelligence.

 

This vision is underpinned by our organic growth strategy, which continues to be focussed around three core pillars: product innovation, geographic expansion and strategic partnerships.

 

 

Product innovation

 

We are making good progress in growing the number of customers using enhanced functionality, including an increasing number of data connectors through our IPaaS (Infrastructure Platform as a Service) capabilities, while continuing to enhance our customer data platform launched in the financial year to enable our customers to aggregate data from their business systems for relevancy and personalisation. We continue to educate the markets, through live sessions and digital marketing content, on how to adopt new features to enhance messaging. This helped drive an 18% increase in functionality recurring revenue from product updates and enhancement, taken by both existing and new customers, to £22.3m (2021: £18.9m).

 

The platform continues to go from strength to strength, delivering on the needs of our customers and maintaining our competitive advantage.

 

Geographic expansion

 

We continued to successfully grow our presence in international market in the period, in pursuit of our goal of diversifying revenues outside of the UK. The Group saw revenue growth across all key global regions, despite the wider effects of COVID-19, supply chain issues and a weakening economic backdrop.

In EMEA, revenues grew 8% to £48.2m (2021: £44.6m) helped by retention as we strengthen relationships with our customers and deliver on their ROI metrics. We have continued to see retention improve in the region as we strengthen relationships with our customers and deliver on their ROI metrics. We have also seen continued growth in spend from existing clients as they increase their email message volumes, start to adopt an omnichannel approach and continue to increase the use of our platform features.

 

Revenues from the Americas were up 3% to $12.9m (2021: $12.5m). Despite headwinds faced in the first half of the financial year from recruitment challenges, we made great progress in the second half. A new management team has now been put in place to lead the execution of the strategy in the region and we were able to step up our recruitment efforts in our go to market teams, which are now embedded and are already starting to gain traction. We saw strong customer wins in the fourth quarter of the financial year and that momentum has continued into FY23.

 

The APAC market saw high levels of growth in the year, with revenues growing 18% to $9.1m (2021:  $7.7m). We further increased Dotdigital's presence in the region in the period through expanding our team in Singapore, which has led to encouraging pipeline growth in Japan and the Far East.

 

Strategic partnerships

 

Revenues from customers using a data connector from one of our strategic partners grew 14% to £28.9m in the year.

 

Enhanced brand awareness, alongside additional functionality and new integrations into technology platforms, have allowed us to continue growth in the Magento space. Our respective teams continue to work together on our joint marketing strategy and enhanced development of our integration. During the year we also became a premier partner of the Adobe Experience programme. In the year, revenue from Magento customers grew 10% from £14.3m to £15.8m.

 

Our Shopify relationship continues to go from strength to strength. We have seen an increasing pipeline resulting from the integration we have built with Shopify Flow, which allows e-commerce merchants a seamless connection to easily deploy campaigns from the Dotdigital platform. We continue to build relationships with system integrators in the ecosystem. In the year, revenue from Shopify customers grew 56% from £2.1m to £3.3m.

 

As BigCommerce's global partner, we continue to build on the brand awareness within the user base and deepen our strategic relationship, formulating a joint go to market plan and joint marketing efforts to the user base. We saw a 67% increase in revenue from BigCommerce-connected customers in the year to £0.6m (from £0.4m in June 2021).

 

As part of our commitment to our B2B Marketing customers, we have continued to enhance our integrations into both Microsoft Dynamics and Salesforce CRM as well as building additional functionality specifically for B2B Marketing tactics. Revenues from customers using our CRM connectors increased 7% to £8.0m in the year, from £7.5m in the prior period.

 

We have recently launched our integration into a new strategic partnership with Zendesk to further enhance Zendesk Sell, bringing the Marketing Automation value proposition to its customer base. This will allow its customers to store conversations that can be used to increase relevancy and personalisation. Albeit early days, we continue to see a growing pipeline.

 

M&A

Together with our organic growth we intend to create value from acquisitions to help build our position as a global market leader in the growing Marketing Automation sector. We will look to invest in adjacent technology that accelerates development of the platform's CDXP capabilities. This will allow for average revenue per customer (ARPC) expansion within our existing global customer base but also the ability to enter new addressable markets.

 

The key categories will remain around the three pillars to our acquisition strategy:

· Adjacent technology to accelerate our CDXP capability;

· Consolidation of the market for talent and brand to expand geographical coverage

· Specialist functionality for target verticals.

 

To drive value, we will integrate the core capabilities into the platform to accelerate growth but also manage costs to increase margins and cash generation.

 

Financial review

 

Business model

 

The Group generates most of its revenues from software and annual message plans which are recognised equally over the life of the contract. In addition, we sell upgrade packages to customers, allowing them to use additional modules and platform features. The best value is available to those who take advantage of additional functionality and integrations which help them leverage their customer data. We also have a small amount of professional services revenue.

 

Revenues

 

The Group achieved revenue growth of 8% (2021: 23%) to £62.8m (£58.1m 2021).  To achieve this against the backdrop of 2021 in which, we enjoyed significant revenue from one off COVID-19 related messaging volumes, is testament to the Group's focus on contracted SaaS revenues, which grew by 10% to £49.6m in 2022. Total recurring revenues including contracted messaging plans now comprise 94% of total revenue.

 

Total recurring revenue has grown with a compound annual growth rate (CAGR) of 17% since 2018, this is driven by our functional recurring revenues which have grown at 26% over the same 4 year period.

 

International revenues remained at 31% of the Group total.

 

Gross margin

 

The gross margin for the period remained at 82%. Whilst the gross margin for email and standard channels remained above 90%, this is always diluted by SMS and professional services, which each have a higher marginal cost of sale. We continue our focus on high margin growth as opposed to driving revenue irrespective of quality.

 

Operating expenses

 

Adjusted operating profit from continuing operations grew by 6% from £13.7m to £14.5m as we continued to invest in people in the areas of development, sales and marketing, particularly within the high-growth regional offices, to continue enhancing and adding to the product suite.

 

Balance sheet

 

There was strong cash management in the year with net cash generated from continuing operations of £23.4m (2021: £20.7m). The cash balance at the end of the period was £43.9m (2021: £32.0m). The Group continues to be debt free and maintains a healthy balance sheet. A combination of a highly efficient cash collection process and an incentivisation push to move more customers onto Direct Debit and other automated payment collection methods helped with the year-end position.

 

Trade receivables have reduced by 3% in the year reflecting focussed cash management. Overall receivables have reduced by 1%.

 

The Group continues to invest heavily in the platform to increase functionality around marketing automation, increasing the number of messaging channels and surfacing data and providing insights for our customers to provide excellent customer engagement. This continued investment is demonstrated by the increase in product development to £7.6m (2021: £6.8m).

 

Tax

 

Profitability from continuing operations continues to grow. This is reflected within the tax charge, which is now £1.2m with an effective tax rate of 9%, with a lower than standard rate due to enhanced R&D tax credits.

 

EPS

 

In the year the adjusted basic EPS increased to 4.27p (2021: 3.82p) and adjusted diluted EPS increased to 4.18p (2021: 3.76p), despite the higher effective tax rate of 9%, (2021: 8%). Basic EPS also increased to 3.96p (2021: 3.55p)

 

Dividend policy

 

As announced last year, the Board conducted its review of its organic business plan for the following three years. This included evaluating the cash needs required for opportunities in organic growth to increase shareholder value and capital expenditure. The Board decided that it will continue to keep a progressive dividend in line with Group EBITDA growth. Therefore, subject to approval at the AGM in December 2022, the Board proposes that the Group will pay a final dividend of 0.98 pence per ordinary share (2021: 0.86p), to be payable at the end of January 2023.

 

People - The lifeblood of Dotdigital

 

John Conoley joined us as Non-Executive Chairman and Board member on 5 July 2022. John brings significant public company experience to the Board as well as industry experience following extensive career spanning various roles within the technology sector. John has established a track record in growing businesses and delivering value creation.

 

Alistair Gurney also joined us as Chief Financial Officer and Board member on 19 September 2022. Alistair brings significant experience from private equity backed technology business, M&A and in areas such as financial planning and analysis.

 

Through the period we continued investing in management across all regions as well as in Product Engineering, Sales, Customer Success, and Marketing to bring new experiences and build scale within the teams.

 

Environmental, Social and Governance (ESG) - Our sustainable foundations

We report on our Scope 1, 2 and 3 Greenhouse Gas (GHG) emission and there was an increase in the period of gross CO2e by 27% as travel came back post covid lockdowns and return to some normalisation to events and face to face meetings. We are incredibly proud that we have offset our CO2 emission by carbon offsetting to be Carbon neutral through the period. We have also continued to adhere to the standard on ISO14001 Environmental Management systems and continue to support the Terra carta on environmental matters.

 

 

Current trading and outlook

 

The advancements we have made to our technology platform over the year positions us at the heart of Marketeers' evolving needs, providing the tools they require to drive broader, more targeted customer engagement. At the same time, we believe we now have in place the right teams and infrastructure to support our next stage of growth. Backed by high recurring revenues and strong cash generation, we will continue our focused investment in the business to grow our brand awareness through our partner networks, build our platform offering in line with our technology vision and bolster our internal talent to ensure we continue to scale across our territories.

 

The positive trading momentum at the end of the period has continued into the new financial year. With the challenges from the first half of the year addressed together with favourable market drivers, the Group is tracking in line with expectations for revenue growth and profitability marginally ahead.

 

Whilst we are monitoring the impact of the wider economic climate across our markets, our technology's proven ROI provides a compelling value proposition to customers as they look to connect with their target audiences. This, together with a clear growth strategy and strong balance sheet, gives us confidence in our ability to continue to grow profitably.

 

 

 

 

 

Milan Patel 

Chief Executive Officer 

15 November 2022 

 

Alistair Gurney

Chief Financial Officer

15 November 2022

 



 

DOTDIGITAL GROUP PLC

 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2022

 





30.6.22


30.6.21





£'000


£'000




Notes



 

CONTINUING OPERATIONS





Revenue from contracts with customers


62,832


58,124

Cost of sales

7

(11,570)


(10,356)








Gross profit

 

51,262

 

47,768








Administrative expenses

7

(36,726)


(34,089)






OPERATING PROFIT FROM CONTINUING OPERATIONS PRE SHARE-BASED PAYMENTS AND EXCEPTIONAL COSTS


14,536

 

13,679






Share based payments

28

(456)


(625)

Exceptional costs

5

(475)


(188)








OPERATING PROFIT FROM CONTINUING OPERATIONS


13,605

 

12,866








Finance costs

6

(57)


(74)

Finance income

6

57


20








PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS

 

7

13,605


12,812








Income tax expense

8

(1,774)


(1,322)








Profit for the year from continuing operations


11,831


11,490

Loss for the year from discontinuing operations

12

-


(899)




 





Profit for the year attributable to the owners of the parent


11,831

 

10,591

 

Earnings per share from all operations (pence per share)





Basic


11

3.96


3.55


Diluted


11

3.88


3.50


Adjusted Basic


11

4.27


3.82


Adjusted Diluted


11

4.18


3.76








Earnings per share from continuing operations (pence per share)




Basic


11

3.96


3.85

Diluted


11

3.88


3.79

Adjusted Basic


11

4.27


4.12

Adjusted Diluted

11

4.18


4.06

 




 




Earnings per share from discontinued operations (pence per share)




Basic


11

(0.00)


(0.30)

Diluted


11

(0.00)


(0.30)

Adjusted Basic

11

(0.00)


(0.30)

Adjusted Diluted

11

(0.00)


(0.30)































DOTDIGITAL GROUP PLC

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2022

 





30.6.22


30.6.21





£'000


£'000








 


 

 

 

PROFIT FOR THE YEAR


11,831

 

10,591






OTHER COMPREHENSIVE INCOME 





Items that may be subsequently reclassified to profit or loss:




Exchange differences on translating foreign operations

333


(87)








Total comprehensive income attributable to:

 

 

 

 

 

Owners of the parent

 

12,164

 

10,504

 

 

 

 

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

 

 

 

Comprehensive income from continuing operations

12,164


11,403

Comprehensive loss from discontinued operations

-


(899)










DOTDIGITAL GROUP PLC

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 JUNE 2022

 






 

30.6.22


 

30.6.21







£'000


£'000






Notes





ASSETS



 

 

 

 

NON-CURRENT ASSETS







Goodwill


13

9,680


9,680


Intangible assets


14

17,698


16,134


Property, plant and equipment


15

3,285

 

3,972












30,663


29,786









CURRENT ASSETS







Trade and other receivables


17

13,211


13,350


Cash and cash equivalents


18

43,919


31,951














57,130


45,301










TOTAL ASSETS

 

 

87,793

 

75,087

 

















EQUITY ATTRIBUTABLE TO THE







OWNERS OF THE PARENT







Called up share capital


19

1,496


1,494


Share premium


20

7,124


7,124


Reverse acquisition reserve


20

(4,695)


(4,695)


Other reserves


20

2,005


3,066


Retranslation reserve


20

296


(37)


Retained earnings


20

63,582


54,081









TOTAL EQUITY

 

 

69,808

 

61,033

 

















LIABILITIES







NON-CURRENT LIABILITIES







Lease liabilities


22

1,758


2,489


Deferred tax


24

2,755


1,207














4,513


3,696


CURRENT LIABILITIES







Trade and other payables


21

12,654


9,334


Financial liabilities:







Interest bearing loans and borrowings



-


-


Lease liabilities


22

818


934


Current tax payable



-


90














13,472


10,358










TOTAL LIABILITIES

 

 

17,985

 

14,054

 









TOTAL EQUITY AND LIABILITIES

 

 

87,793

 

75,087

 











DOTDIGITAL GROUP PLC

 

COMPANY STATEMENT OF FINANCIAL POSITION

30 JUNE 2022

 







30.6.22


30.6.21






£'000


£'000




Notes





ASSETS


 

 

 

 

NON-CURRENT ASSETS






Property, plant and equipment



7


4

Investments

16

 

18,362


18,141










18,369


18,145







CURRENT ASSETS






Trade and other receivables

17


1,545


140

Cash and cash equivalents

18


163


85












1,708


225








TOTAL ASSETS

 

 

20,077

 

18,370















EQUITY ATTRIBUTABLE TO THE






OWNERS OF THE PARENT






Called up share capital

19


1,496


1,494

Share premium

20


7,124


7,124

Other reserves

20


1,915


1,690

Retained earnings

20


9,400


7,570







TOTAL EQUITY

 

 

19,935

 

17,878















LIABILITIES






CURRENT LIABILITIES






Trade and other payables

21


142


492








TOTAL LIABILITIES

 

 

142

 

492








TOTAL EQUITY AND LIABILITIES

 

 

20,077

 

18,370
























 

 

DOTDIGITAL GROUP PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

 





Called up share


 

Retained


 

Share




capital


earnings


premium




£'000


£'000


£'000

 

 

 

 

 

 

 

 

Balance as at 1 July 2020

 

 

1,493

 

45,655

 

6,967









Transactions with owners








Issue of share capital



1


-


157

Dividends



-


(2,472)


-

Transfer in reserves



-


307


-

Deferred tax on share options



-


-


-

Share-based payments



-


-


-

Transactions with owners (restated)



1


(2,165)


157









Total comprehensive income








Profit for the year



-


10,591


-

Other comprehensive income



-


-


-

Total comprehensive income



-


10,591


-









Restated balance as at 30 June 2021

 

 

1,494

 

54,081

 

7,124









Balance as at 1 July 2021



1,494

 

54,081

 

7,124

Issue of share capital



2


-


-

Dividends



-


(2,564)


-

Transfer in reserves



-


234


-

Deferred tax on share options



-


-


-

Share-based payments



-


-


-

Transactions with owners



2


(2,330)


-









Profit for the year



-


11,831


-

Other comprehensive income



-


-


-

Total comprehensive income



-


11,831


-









Balance as at 30 June 2022

 

 

1,496

 

63,582

 

7,124











DOTDIGITAL GROUP PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

 

 

CONTINUED…




Retranslation


Reverse acquisition


Other


Total equity




reserve


reserve


reserves



 



£'000


£'000


£'000


£'000

 

 

 

 

 

 

 

 

 

 

Balance as at 1 July 2020

 

50

 

(4,695)

 

1,600

 

51,070











Transactions with owners










Issue of share capital



-


-


-


158

Dividends



-


-


-


(2,472)

Transfer in reserves



-


-


(307)


-

Deferred tax on share options



-


-


1,148


1,148

Share-based payments



-


-


625


625

Transactions with owners



-


-


1,466


(541)











Total comprehensive income










Profit for the year



-


-


-


10,591

Other comprehensive income



(87)


-


-


(87)

Total comprehensive income



(87)


-


-


10,504











Balance as at 30 June 2021

 

 

(37)

 

(4,695)

 

3,066

 

61,033











Balance as at 1 July 2021










Issue of share capital



-


-


-


2

Dividends



-


-


-


(2,564)

Transfer in reserves



-


-


(234)


-

Deferred tax on share options



-


-


(1,283)


(1,283)

Share-based payments



-


-


456


456

Transactions with owners



-


-


(1,061)


(3,389)











Profit for the year



-


-


-


11,831

Other comprehensive income



333


-


-


333

Total comprehensive income



333


-


-


12,164











Balance as at 30 June 2022

 

 

296

 

(4,695)

 

2,005

 

69,808






















 

 

· Share capital is the amount subscribed for shares at nominal value.

· Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.

· Share premium represents the excess of the amount subscribed for share capital over the nominal value net of the share issue expenses.

· Retranslation reserve relates to the retranslation of foreign subsidiaries into the functional currency of the Group.

· The reverse acquisition reserve relates to the adjustment required to account for the reverse acquisition in accordance with UK Adopted International Accounting Standards.

· Other reserves relate to the charge for the share-based payment in accordance with IFRS 2and the transfer on the exercise or lapsing of share options.




DOTDIGITAL GROUP PLC

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

 



Called up share


 

Retained


 

Share


 

Other




capital


earnings


premium


  Reserves


Total equity


£'000


£'000


£'000


£'000


£'000











Balance as at 1 July 2020

1,493

 

5,924

 

6,967

 

1,372

 

15,756











Transactions with owners










Issue of share capital

1


-


157


-


158

Dividends

-


(2,472)


-


-


(2,472)

Transfer in reserves

-


307


-


-


307

Share based payments

-


-


-


318


318

Transactions with owners

1


(2,165)


 

157


 

318


 

(1,689)











Total comprehensive income










Profit for the year

-


3,811


-


-


3,811

Total comprehensive income (restated)

 

-


 

3,811


 

-


 

-


 

3,811











Balance as at 30 June 2021

 

1,494

 

 

7,570

 

 

7,124

 

 

1,690

 

 

17,878




 




 


 

Balance as at 1 July 2021

1,494

 

7,570

 

7,124

 

1,690

 

17,878











Issue of share capital

2


-


-


-


2

Dividends

-


(2,564)


-


-


(2,564)

Transfer in reserves

-


231


-


(231)


-

Share based payments

-


-


-


456


456

Transactions with owners

2


(2,333)


-


225


(2,106)











Profit for the year

-


4,163


-


-


4,163

Total comprehensive income

-


4,163


-


-


4,163











Balance as at 30 June 2022

1,496

 

9,400

 

7,124

 

1,915

 

19,935










 











 

· Share capital is the amount subscribed for shares at nominal value.

· Retained earnings represents the cumulative earnings of the Company attributable to equity shareholders.

· Share premium represents the excess of the amount subscribed for share capital over the nominal value net of the share issue expenses.

· Other reserves relate to the charge for the share-based payment in accordance with IFRS 2 and the transfer on the exercise or lapsing of share options.



DOTDIGITAL GROUP PLC

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

 






30.6.22


30.6.21





£'000


£'000




Notes



 

Cash flows from operating activities

 

 

 

 

Cash generated from operations

29

25,162


17,969

Tax paid


(1,761)


(975)

 

 

 

 

 

Net cash generated from all operating activities

 

23,401

 

16,994













Net cash generated from continuing operating activities


23,401


20,710

Net cash used in discontinued operating activities


-


(3,716)

 

Cash flows from investing activities 

 

 

 

 

Purchase of intangible fixed assets

14

(7,686)


(6,870)

Purchase of property, plant and equipment

15

(465)


(169)

Proceeds from sale of property, plant and equipment


-


2

Interest received


57


20






Net cash flows used in investing activities

 

(8,094)

 

(7,017)








 





Net cash used in from continuing investing activities


(8,094)


(7,017)

Net cash used in discontinued investing activities


-


-

 

Cash flows from financing activities





Equity dividends paid


(2,564)


(2,472)

Payment of lease liabilities


(1,110)


(1,182)

Proceeds from share issues


2


158



 


 

Net cash flows used in financing activities

 

(3,672)

 

(3,496)






 

Net cash used in continuing financing activities


(3,672)


(3,446)

Net cash used in discontinued financing activities


-


(50)








 

 

Increase/(decrease) in cash and cash equivalents

 

11,635

 

6,481








Cash and cash equivalents at beginning of year

30

31,951


25,383

Effect of foreign exchange rate changes


333


87

 


 

 

 

Cash and cash equivalents at end of year

30

43,919

 

31,951

 



















 

  .



 

 

DOTDIGITAL GROUP PLC

 

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

 






30.6.22


30.6.21





£'000


£'000




Notes



 

Cash flows from operating activities

 

 

 

 

Cash generated from operations

29

2,645


2,006






 

 

2,645

 

2,006

Net cash generated from operating activities

 

 

 

 

 





Cash used in investing activities





 





Purchase of property, plant and equipment


(5)


(3)



 


 

Net cash flows used in investing activities

 

(5)

 

(3)






Cash flows used in financing activates





Equity dividends paid


(2,564)


(2,472)

Proceeds from share issues


2


158



 


 

Net cash flows used in financing activities

 

(2,562)

 

(2,314)













Increase in cash and cash equivalents

 

78

 

(311)








Cash and cash equivalents at beginning of year

30

85


396

 


 

 

 

Cash and cash equivalents at end of year

30

163

 

85

 













 



 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

 

1.  GENERAL INFORMATION

 

Dotdigital Group Plc ("Dotdigital") is a public limited company incorporated in England and Wales and quoted on the AIM Market. The address of the registered office is disclosed on the inside back cover of the financial statements. The principal activity of the Group is described below.

 

2.ACCOUNTING POLICIES

 

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the UK (IFRSs as adopted by the UK) and those parts of Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

 

The Group has applied all accounting standards and interpretations issued by the International Accounting Standards Board and the IFRS Interpretations Committee effective at the time of preparing the consolidated financial statements.

 

New and amended standards adopted by the Company

 

The Company adopted the following new and amended relevant IFRS in the year:

IFRS 7

Financial Instruments: Disclosures - amendments regarding replacement issues in the context of the IBOR reform

IFRS 9

Financial Instruments - Amendments regarding replacement issues in the context of the IBOR reform

IFRS 9

Financial Instruments - Amendments resulting from Annual Improvements to IFRS Standards 2018-2020 (fees in the "10 per cent" test for derecognition of financial liabilities)

IAS 37

Provisions, Contingent Liabilities and Contingent Assets - Amendments regarding the costs to include when assessing whether a contract is onerous

IFRS 16

Leases - Amendments regarding COVID-19 related rent concessions

 

The adoption of these accounting standards did not have any effect on the Company's Statement of Comprehensive Income, Statement of Financial Position or equity.

 

Accounting standards issued but not yet effective

The International Accounting Standards Board ("IASB") has issued/revised a number of relevant standards with an effective date after the date of these financial statements.  Any standards that are not deemed relevant to the operations of the Company have been excluded.  The Directors have chosen not to early adopt these standards and interpretations and they do not anticipate that they would have a material impact on the Company's financial statements in the period of initial application. 

 

Effective date

 




 

IAS 1

Presentation of Financial Statements - amendments regarding the classification of liabilities

1 January 2023

 

IAS 1

Presentation of Financial Statements - amendments regarding the disclosure of accounting policies

 

1 January 2023

 

IAS 8

Accounting Policies, Changes in Accounting Estimates - amendments regarding the definition of accounting estimates

 

1 January 2023

 

IAS 12

Income Taxes - amendments regarding deferred tax related to assets and liabilities arising from a single transaction

 

1 January 2023

 

IFRS 16

Leases - amendments regarding the classification of liabilities

1 January 2024

 

 

The financial statements are presented in sterling (£), rounded to the nearest thousand pounds.

 

 

 

 

Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise.

 

Basis of consolidation

In the period ended 2009, the Company acquired via a share for share exchange the entire issued share capital of Dotdigital EMEA Limited, whose principal activity is that of providing SaaS via a leading omni-channel marketing automation platform and managed services to digital marketing professionals.

 

Under IFRS 3 'Business combinations', the Dotdigital EMEA Limited share exchange has been accounted for as a reverse acquisition. Although these consolidated financial statements have been issued in the name of the legal parent, the Company it represents in substance is a continuation of the financial information of the legal subsidiary, Dotdigital EMEA Limited. The following accounting treatment has been applied in respect of the reverse acquisition:

 

- the assets and liabilities of the legal subsidiary, Dotdigital EMEA Limited, are recognised and measured in the consolidated financial statements at their pre-combination carrying amounts, without restatement to their fair value;

 

- the retained reserves recognised in the consolidated financial statements for the beginning of the prior period reflect the retained reserves of Dotdigital EMEA Limited to 30 April 2008. However, in accordance with IFRS3 'Business combinations', the equity structure appearing in the consolidated financial statements reflects the equity structure of the legal parent Dotdigital Group Plc, including the equity instruments issued under the share exchange to effect the business combination;

 

- a reverse acquisition reserve has been created to enable the presentation of a consolidated balance sheet which combines the equity structure of the legal parent with the non-statutory reserves of the legal subsidiary and;

 

- comparative numbers are prepared on the same basis.

 

The following accounting treatment has been applied in respect of the acquisition of Dotdigital Group Plc:

 

- the assets and liabilities of Dotdigital Group Plc are recognised and measured in the consolidated financial statements at their fair value at the date of acquisition and;

 

- the cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the date of acquisition, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

   


Subsidiaries

A subsidiary is an entity whose operating and financing policies are controlled by the Group. Subsidiaries are consolidated from the date on which control was transferred to the Group. Subsidiaries cease to be consolidated from the date the Group no longer has control. Intercompany transactions, balances and unrealised gains on transactions between Group companies have been eliminated on consolidation.

 

The Group applies the acquisition method to account for business combinations. In the statement of financial position, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date.

 

As a result of applying reverse acquisition accounting since 30 January 2009, the consolidated IFRS financial information of Dotdigital Group Plc is a continuation of the financial information of Dotdigital EMEA Limited.

 

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group's activities. Revenue is shown net of value added tax returns, rebates and discounts after eliminating sales within the Group.

 

The Group recognises revenue when the amount of revenue can be reliably measured and it is probable that the future economic benefits will flow to the entity. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

 

The Group sells omni-channel marketing services to other businesses, and services are either provided on a usage basis or fixed price bespoke contract. All revenue is from contracts signed with new customers and upgrades and additional functional recurring revenue sold to existing contracted clients. Revenue from contracts is recognised under percentage of completion method based on a percentage of services performed to date as a percentage of the total services to be performed.

 

Professional services at no charge: The Group sells professional services to its customers and there are occasions when these services are provided at no cost as part of the contract sold. The services provided for no charge are recognised at the price stated within the latest price list and accounted for as separate performance obligations when the service occurs. The amount allocated to the services is deducted from the contract value and the remainder of the contract value is spread evenly over the term of the contract.

 

Prepaid contracts: The Group sells 12-, 24- and 36-month contracts to its customers. This revenue is recognised monthly over the period of the contract. Where a customer prepays their contract, this is recognised over the period of the contract irrespective of materiality.

 

Term contract billing: The Group raises the first invoice to its new customers when the service agreement is signed. Occasionally, the service does not start in the same month as when the service agreement is signed but is invoiced in the month where the service agreement is signed. The revenue is then recognised over the period of the contract irrespective of materiality.

 

Going concern

The Directors are required to satisfy themselves that it is reasonable for them to conclude whether it is appropriate to prepare the financial statements on a going concern basis, and as part of that process they have followed the Financial Reporting Council's guidelines ("Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk" issued April 2016).

 

The Group's business activities together with factors that are likely to affect its future development and position are set out in the Chairman's report, the Chief Executive Officer's report and financial review and the Directors' report. Budgets and detailed profit and loss forecasts that look beyond twelve months from the date of these consolidated financial statements have been prepared and used to ensure that the Group can meet its liabilities as they fall due.

   

The Directors have made various assumptions in preparing these forecasts, using their view of both the current and future economic conditions that may impact on the Group during the forecast period. The Directors have also considered the continued impact of the COVID-19 pandemic and the impact of the measures taken to contain it, on the Group. Due to the nature of the Group's activities, there has not been a significant on-going impact on the business (as detailed in the Chief Executive Officer's Review and Risk section).

 

The Directors, at the time of approving the financial statements, have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Operating profit

Operating profit is stated after charging operating expenses but before finance costs and finance income.

 

Dividends

Final dividend distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends are approved by the Company's shareholders while interim dividends distributions are recognised in the period in which the dividends are declared and paid.

 

Goodwill

Goodwill represents the excess of the fair value of the consideration over the fair values of the identifiable net tangible and intangible assets acquired and is allocated to cash generating units.

 

Under IFRS 3 "Business Combinations", goodwill arising on acquisitions is not subject to amortisation but is subject to annual impairment testing. Any impairment is recognised immediately in the income statement and not subsequently reversed.

 

Investments in subsidiaries

Investments are held as non-current assets at cost less any provision for impairment. Where the recoverable amount of the investment is less than the carrying amount, impairment is recognised.

 

Intangible assets

Intangible assets are recorded as separately identifiable assets and recognised at historical cost less any accumulated amortisation. These assets are amortised over their useful economic lives of four to five years, with the charge included in administrative expenses in the income statement.

 

Intangible assets are reviewed for impairment annually. Impairment is measured by determining the recoverable amount of an asset or cash generating unit (CGU) which is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

 

- Domain names

Acquired domain names are shown at historical cost. Domain names have a finite life and are carried at cost less accumulated amortisation. Amortisation is calculated using straight-line method to allocate the cost of domain names over their useful lives of four years.

 

- Software

Acquired software and websites are shown at historical cost. They have a finite life and are carried at cost less accumulated amortisation. Amortisation is calculated using straight-line method to allocate the cost of software and websites over their useful lives of four years.

 

- Product development

Product development expenditure is capitalised when it is considered that there is a commercially and technically viable product, the related expenditure is separately identifiable and there is a reasonable expectation that the related expenditure will be exceeded by future revenues. Following initial recognition, product developments are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of these intangible assets are assessed to have a finite life of five years. Amortisation is charged on assets with finite lives, and until economic benefit can be received and recognised, this expense is taken to the income statement and useful lives are reviewed on an annual basis. Amortisation is charged from the point when the asset is available for use.

 

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Capitalised development costs are recorded as intangible assets and amortised from the point at which they are ready for use on a straight-line basis over their useful life.

 

Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when the following criteria as detailed in IAS 38 'Intangible Assets' are fulfilled:

 

- It is technically feasible to complete the intangible asset so that it will be available for use or resale;

- Management intends to complete the intangible asset and use or sell it;

- There is an ability to use or sell the intangible asset;

 

- It can be demonstrated how the intangible asset will generate possible future economic benefits;

- Adequate technical, financial and other resource to complete the development and to use or sell the intangible asset are available; and

- The expenditure attributable to the intangible asset during its development can be reliably measured.

 

-Technology

Technology represents the cost that would be incurred to build the entire Comapi platform had the acquisition not occurred. The useful life of this intangible asset is assessed to have a finite life of 10 years. Amortisation is charged on assets with finite lives, and until economic benefit can be received and recognised, this expense is taken to the income statement and useful lives are reviewed on an annual basis. Amortisation is charged from the point when the asset is available for use.

 

-Customer relationships

This represents the value of high-value customer contracts within Comapi. The useful life of this intangible asset is assessed to have a finite life of three years. Amortisation is charged on assets with finite lives, and until economic benefit can be received and recognised, this expense is taken to the income statement and useful lives are reviewed on an annual basis. Amortisation is charged over the lifetime of the customer contract.

 

Impairment of non-financial assets (excluding goodwill)

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

 

Property, plant and equipment

Tangible non-current assets are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

 

Subsequent costs are included in the assets' carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits are associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is provided at the following rates in order to write off each asset over its estimated useful life and is based on the cost of assets less residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

 

Right of use assets:  over the term of the lease

Short leaseholds: over the term of the lease

Fixtures and fittings:  25% on cost

Computer equipment:  25% on cost

 

The assets' residual values and useful economic lives are reviewed and adjusted, if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other (losses) or gains in the income statement.

 

Capital management

The Group manages its capital to ensure it is able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash equivalents and equity attributable to the owners of the parent as disclosed in the statement of changes in equity.

 

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

Current tax

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

 

Deferred taxation

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

 

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference will be utilised.

 

Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income asset is realised or deferred income tax liability is settled.

 

Leases

 

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

fixed payments (including in-substance fixed payments), less any lease incentives receivable;

variable lease payment that are based on an index or a rate;

amounts expected to be payable by the lessee under residual value guarantees;

 

the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and;

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

 

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

 

Right-of-use assets are measured at cost comprising the following:

the amount of the initial measurement of lease liability;

any lease payments made at or before the commencement date less any lease incentives received;

any initial direct costs; and

restoration costs.

 

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets, being less than £5,000, comprise IT equipment and small items of office furniture.

 

Extension and termination options

 

Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. None of the total lease payments made in the period to 30 June 2022 were optional.

 

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential future cash outflows have not been included in the lease liability because it is not reasonably certain that the leases will be extended (or not terminated), the amount of these cash flows is uncertain as several rounds of rent reviews are due before this extension date.

 

Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the income statement.

 

Financial assets

The Group's accounting policies for financial assets are set out below.

 

Management determine the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired and, where allowed and appropriate, revaluate this designation at every reporting date.

 

All financial assets are recognised on a trade date when, and only when, the Group becomes a party to the contractual provisions of an instrument. When financial assets are recognised initially, they are measured at fair value plus transaction costs, except for those finance assets classified as at fair value through profit or loss ('FVTPL'), which are initially measured at fair value.

 

Financial assets are classified into the following specified categories: financial assets at FVTPL, 'held-to-maturity' investments, and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

Financial assets are classified into the following specified categories: financial assets at FVPL, 'amortised cost' or 'fair value through other comprehensive income' ('FVOCI'). The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually, the Group recognises lifetime expected credit losses ('ECL') when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

 

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

 

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

 

Trade receivables

Trade receivables are recognised initially at the lower of their original invoiced value and recoverable amount. A provision is made when it is likely that the balance will not be recovered in full. Terms on receivables range from 30 to 90 days.

 

Financial liabilities and equity

Financial liabilities and equity are recognised on the Group's statement of financial position when the Group becomes a party to a contractual provision of an instrument. Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of transaction costs.

 

The Group's financial liabilities include trade payables, accrued liabilities and lease liabilities.

 

Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Terms on accounts payable range from 10 to 90 days.

 

               

Foreign currency risk

Currency risk is the risk that the holding of foreign currencies will affect the Group's position as a result of a change in foreign currency exchange rates. The Group has no significant foreign currency risk as most of the Group's financial assets and liabilities are denominated in functional currencies of relevant Group entities. Accordingly, no quantitative market risk disclosures or sensitivity analysis for currency risks have been prepared.

 

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

(c) all resulting exchange differences are recognised in other comprehensive income.

 

Equity

Share capital is the amount subscribed for shares at their nominal value.

 

Share premium represents the excess of the amount subscribed for the share capital over the nominal value of the respective shares net of share issue expenses.

 

Retained earnings represent the cumulative earnings of the Group attributable to equity shareholders.

 

The reverse acquisition reserve relates to the adjustment required by accounting for the reverse acquisition in accordance with IFRS 3 'Business combinations'.

 

The retranslation reserve represents the cumulative exchange differences on the retranslation of foreign subsidiaries into the functional currency.

 

Other reserves relate to the charge for share-based payments in accordance with IFRS 2 'Share-based Payments' plus the movement on the exercise or lapsing of share options.

 

Share-based payments

For equity-settled share-based payment transactions the Group, in accordance with IFRS 2 'Share-Based Payments' measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The fair value of those equity instruments is measured at the grant date using the trinomial method. The expense is apportioned over the vesting period of the financial instrument and is based on the number which is expected to vest and the fair value of those financial instruments at the date of grant. If the equity instruments granted vest immediately, the expense is recognised in full.

 

Functional currency translation

 

- Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (functional currency), which is mainly pounds sterling (£) and it is this currency the financial statements are presented in.

 

- Transaction and balances

Foreign currency transactions are translated into the functional currency using 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 the year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

 

 

Employee benefit costs

The Group operates a defined contribution pension scheme. Contributions payable by the Group's pension scheme are charged to the income statement in the period in which they relate.

 

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments as identified by the Board of Directors.

 

Foreign currency exchange rate risk

The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. As well as naturally mitigating this risk by offsetting its cost base in the same currencies where possible, currency exposure arising from the net assets of the Group's foreign operations is managed through cash balances denominated in the relevant foreign currencies.

 

The Group is mainly exposed to the US Dollar, Australian Dollar, Singaporean Dollar, Euro, Belarusian Ruble, South African Rand, Polish Zloty and Canadian Dollar currencies.

 

The table below details the Group's sensitivity to a 10% increase or decrease in Sterling against the relevant foreign currencies. 10% is the sensitivity rate which represents management's assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end of a 10% change in foreign currency rates. A positive number below indicates an increase in profit where Sterling strengthens 10% against the relevant currency. For a 10% weakening of Sterling against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative or positive.

 




30.6.22


30.6.21




£'000


£'000







US Dollar


60


60

Australian Dollar


14


13

Singaporean Dollar


(37)


(9)

Euro


10


(20)

Belarusian Ruble 


(2)


7

South African Rand


(2)


4

Polish Zloty


5


95

Canadian Dollar


1


(1)










49


149







 

 

 

Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

 

Judgements

(a) Capitalisation of development costs - refer to note 14

Our business model is underpinned by our email and data-driven omnichannel marketing automation platform, Dotmailer. Internal activities are continually undertaken to enhance and maintain the product in a bid to stay ahead of our competition. Management review the work of developers during the period and make the following judgements:

 

-Internal work relating to product development is reviewed against IAS 38 criteria and will be capitalised if management consider that the criteria have been met;

-Internal work relating to the maintenance of existing products is expensed to the income statement and accounted for in payroll costs.

 

(b) Valuation of goodwill - refer to note 13

The recognition of business combinations requires the excess of the purchase price of acquisitions over the net book value of assets acquired to be allocated to the assets and liabilities of the acquired entity. The Group makes judgements and estimates in relation to the fair value allocation of the purchase price. If any unallocated portion is positive it is recognised as goodwill and if negative, it is recognised in the consolidated income statement.

 

Judgement is required in determining the fair value of identifiable assets, liabilities and contingent assets and liabilities assumed in a business combination and the fair value of the consideration payable. Calculating the fair values involves the use of significant estimates and assumptions, including expectations about future cash flows, discount rates and the lives of assets following purchase.

 

(c) Going concern of Australian entity - refer to note 2: Going concern

Management review each of the trading entities operations, particularly when it is loss making to ascertain if it is a going concern and if its assets should be impaired.

 

Judgement is therefore required to review future looking forecasts and review existing and future sales pipeline within the region. Thereby leading to a decision as to whether the region remains viable.

 

Estimates and assumptions

 

(a)  Impairment of goodwill

The Directors have carried out a detailed impairment review in respect of goodwill. The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flow forecasts which have been discounted at 19.75% (2021: 6.2%). This has increased as a result of the increase in the cost equity which was impacted by both the decline in the share price at the year end compared to last year and the increase in dividend growth rate. The cash flow projections are based on the assumption that the Group can realise projected sales. A prudent approach has been applied with no residual value being factored.

 

Further details on the estimates and assumptions we make in our annual impairment testing of goodwill are included in note 13 to the financial statements. At the period end, based on the assumptions, there was no indication of impairment to the carrying value of goodwill.

 

 

(b)  Share-based compensation

Key management believe that there will not be only one acceptable choice for estimating the fair value of share-based payment arrangements. The judgements and estimates that management apply in determination of the share-based compensation are summarised below:

-Selection of a valuation model

-Making assumptions used in determining the variables used in a valuation model:

 

i. expected life

ii. expected volatility

iii. expected dividend yield

iv. interest rate

 

Further detail on the estimates and assumptions we make in our share-based compensation are included in note 28 to the financial statements. The charge made to income statement for period is also disclosed there.

 

(c)  Depreciation and amortisation

The Group depreciates right of use assets, short leasehold, fixtures and fittings, computer equipment and amortises customer relationships, technology, computer software, internally generated development costs and domain names on a straight-line method over the estimated useful lives. The estimated useful lives reflect the Directors' estimate of the periods that the Group intends to derive future economic benefits from the use of the Group's right of use assets, short leasehold, fixtures and fittings, computer equipment, customer relationships, technology, computer software, internally generated development costs and domain names.

 

(d)  Bad debt provision

We perform ongoing credit evaluations of our customers and grant credit based upon past payment history, financial condition and anticipated industry conditions. Customer payments are regularly monitored and a provision for doubtful accounts is established based upon specific situations and overall industry conditions. Hence the provision is maintained for potential credit losses based upon management's assessment of the expected collectability of all accounts receivable. In making this assessment, management take into consideration (i) any circumstances of which we are aware regarding a customer's inability to meet its financial obligations and (ii) our judgements as to potential prevailing economic conditions in the industry and their potential impact on the Group's customers.

 

Where a general provision is set then specific rationale will be set against this which will be a combination of looking at historical data to ascertain the percentage of debt which goes bad. Plus set against debts within a specific business sector which might be facing financial difficulty, thereby leading to a deemed higher risk of defaulting on their debts.

 

 

(e) Lease accounting - incremental borrowing rate

IFRS 16 "Leases" requires lease payments to be discounted using the lessee's incremental borrowing rate. The Group's incremental borrowing rate, as at the date of adoption of IFRS 16, has been based on local commercial bank loans. Management have taken the view that specific costs of borrowing should be applied to each lease as this reflects the different economic conditions within each geography and hence is more representative of the funding facilities available in those countries.

 

Exceptional items

Where items of income and expense are of such size, nature or incidence that their disclosure is relevant to explain the performance of the company for the period, the nature and amount of such items should be disclosed separately.

 

 

 

3.  SEGMENTAL REPORTING

 

In the current year, Dotdigital's single line of business remains the provision of data-driven omni-channel marketing automation. In the previous year Dotdigital had two lines of business; the additional line being communication platform as a service (CPaaS). The chief operating decision maker considers the Group's segments to be by geographical location, this being EMEA, US and APAC operations and by business activity, this being core Engagement Cloud and CPaaS as shown in the tables that follow:

 

Geographical revenue and results (from all operations)



30.6.2022 

 



EMEA


US


APAC


Total

 


£'000


£'000


£'000


£'000

Income statement









Revenue


48,191


9,688


4,953


62,832

Gross profit


38,374


8,537


4,351


51,262

Profit/(loss) before income tax


12,444


972


189


13,605

Total comprehensive income attributable to the owners of the parent


 

10,967


 

1,049


 

148


 

12,164










Financial position









Total assets


83,664


3,498


631


87,793

Net current assets/(liabilities)


42,270


2,204


(816)


43,658

 

 

Revenue from external customers is attributed to the geographical segments noted above based on the customers' location. There were no customers who account for more than 10% of revenue (2021: none).

 

All revenue is from contracts signed with new customers and upgrades and additional functional recurring revenue sold to existing contracted clients. Revenue from contracts is recognised under percentage of completion method based on a percentage of services performed to date as a percentage of the total services to be performed.

 



30.6.2021 

 



EMEA


US


APAC


Total

 


£'000


£'000


£'000


£'000

Income statement









Revenue


47,024


9,264


4,262


60,550

Gross profit


36,878


8,241


3,864


48,983

Profit/(loss) before income tax


11,669


609


(294)


12,014

Total comprehensive income attributable to the owners of the parent


 

10,436


 

379


 

(311)


 

10,504










Financial position









Total assets


71,566


3,098


423


75,087

Net current assets/(liabilities)


33,942


1,387


(386)


34,943

 

Revenue from external customers is attributed to the geographical segments noted above based on the customers' location. There were no customers who account for more than 10% of revenue (2021: none).

 

All revenue is from contracts signed with new customers and upgrades and additional functional recurring revenue sold to existing contracted clients. Revenue from contracts is recognised under percentage of completion method based on a percentage of services performed to date as a percentage of the total services to be performed.

 

Segmental reporting

 

Business activity revenue and results

 

 



30.6.2022

 

 





Core


CPaaS


Total

 




£'000


£'000


£'000

Income statement









Revenue




62,832


-


62,832

Gross profit




51,262


-


51,262

Profit/(loss) before income tax




13,655


(50)


13,605

Total comprehensive income attributable to the owners of the parent




 

12,214


 

(50)


 

12,164










Financial position









Total assets




87,774


19


87,793

Net current assets/(liabilities)




43,640


18


43,658

 



30.6.2021

 

 





Core


CPaaS


Total

 




£'000


£'000


£'000

Income statement









Revenue




58,124


2,426


60,550

Gross profit




47,768


1,215


48,983

Profit/(loss) before income tax




12,812


(798)


12,014

Total comprehensive income attributable to the owners of the parent




 

11,403


 

(899)


 

10,504










Financial position









Total assets




74,976


111


75,087

Net current assets/(liabilities)




34,974


(31)


34,943

 

 

4.  EMPLOYEES AND DIRECTORS





30.6.22


30.6.21





£'000


£'000





 


Wages and salaries


24,650


22,005


Social security costs


2,396


2,228


Other pension costs


561


534






 

 

27,609

 

24,767






The average monthly number of employees during the year is as follows












30.6.22


30.6.21

 

 

 

 

 

 

 

Directors


5


5


Sales and marketing product


157


160


Development and system engineers


117


105


Administration


69


69

 

 

 

 

 





348

 

339









 

Included in the total employees cost above, £6,194,834 (2021: £5,198,785) was capitalised in relation to internally generated development costs.








5.  EXCEPTIONAL COSTS

 

 




Continuing exceptional costs incurred in the year relate to the amortisation of acquired intangibles of £120,000 (2021: £120,000), senior management settlement costs of £355,053 (2021:£nil) and the acquisition costs of Comapi of £nil (2021: £68,095).

 

 

 

6.  NET FINANCE INCOME








30.6.22


30.6.21





£'000


£'000


Finance income:







Deposit account interest


57


20


Finance cost:






Finance lease interest


(57)


(74)












-


(54)
















 

 

 

7.  OPERATING PROFIT

 


Costs by nature






Profit from continuing operations has been arrived at after charge and crediting:-

 




30.6.22


30.6.21




£'000


£'000





 


Outsourcing and tech infrastructure


11,570


10,356






 

Total cost of sales


11,570


10,356







 



30.6.22


30.6.21

 



£'000


£'000

 






 

Direct marketing

3,066


2,976

 

Partner commission

2,125


2,198

 

Staff related costs (inc Directors' emoluments)

20,290


19,208

 

Auditor's remuneration


81


52


Amortisation of intangibles*


6,001


4,675


Depreciation charge*


1,080


1,410


Legal, professional and consultancy fees


1,028


848


Computer expenditure


802


538


Bad debts



682


897


Foreign exchange losses/(gains)


(452)


543


Travel and subsistence costs


119


87


Office running



413


388


Gain on disposal of property, plant and equipment



-


(2)


Staff welfare



432


342


Other costs



1,059


549


Management charge



-


(620)









Total administrative expenses


36,726


34,089





















 


During the year the Group obtained the following services from the Group's auditor at costs detailed below:






30.6.22


30.6.21




£'000


£'000





 


Fees payable to the Company's auditor for the audit of Parent Company and consolidated financial statements

33


28


Fees payable to the Company's auditor for other services





- audit of Company subsidiaries


45


47


- review of interim accounts

3


5








81


80











 

*Both amortisation of intangibles and depreciation charge will not agree to the relevant notes as these numbers exclude amounts capitalised as development expenditure, amounts included in exceptional costs and amounts in cost of sales.

 

8.  INCOME TAX EXPENSE

 


Analysis of the tax charge from continuing operations:



 




30.6.22


30.6.21




£'000


£'000








Current tax on profits for the year


1,180


1,008


Changes in estimates related to prior years


142


(53)


Deferred tax on origination and reversal of timing differences

452


367










1,774


1,322







 

 

 

 

 

 

 

Analysis of the tax charge from discontinuing operations:

 

 

 

 



30.6.22


30.6.21



£'000


£'000






  Current tax on profits for the year


-


-

  Deferred tax on origination and reversal of timing differences

-


101








-


101

 

 

 

 

 

 

 

 

 

Factors affecting the tax charge:




 



30.6.22


30.6.21



£'000


£'000






Profit on ordinary activities from all operations before tax


13,605


12,014

Profit on ordinary activities multiplied by the average rate of corporation tax suffered globally: 19% (2021: 19%)

2,585


2,283

Effects of:

 





Adjustments in respect of prior years


142


(102)

Expenses not deductible


98


673

Research and development enhanced claim


(1,439)


(1,266)

Income not taxable

 

(21)


(505)

Share options

 

71


11

Tax rate changes

 

291


375

Effects of overseas tax rates

 

38


(36)

Other


9


(10)

Total tax charge for the year


1,774


1,423




























 

 

Deferred tax was calculated using the rate 25% (2021: 25%). For further details on deferred tax see note 24.

 

Taxation for each region is calculated at the rates prevailing in the respective jurisdiction.

 

The main rate of UK corporation tax in the period was 19% (2021: 19%). Finance Act 2021 makes provision for the rate of corporation tax in the UK to increase (from 1 April 2023) from 19% to 25%. UK deferred balances have therefore been recognised at 25% in the period (2021: 25%).

 

9.  PROFIT OF PARENT COMPANY

 

The profit and loss account of the Parent Company is not presented as part of these financial statements. The Parent Company's profit before exceptional items for the financial year was £4,163,416 (2021: £3,879,692)

 

 

10.  DIVIDENDS

Amounts recognised as distributions to equity holders in the period



30.6.22


30.6.21



£'000


£'000






Paid dividend for year end 30 June 2021 of 0.86p (2020: 0.83p) per share

2,564


2,472





Proposed dividend for the year end 30 June 2022 of 0.98p (2021: 0.86p) per share

2,925


2,583

 

The proposed final dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.








 

 

11.  EARNINGS PER SHARE

 

Earnings per share data is based on the consolidated profit using and the weighted average number of shares in issue of the Parent Company. Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Adjusted earnings per share is based on the consolidated profit deducting the acquisition related exceptional costs and share-based payment.

 

A number of non-IFRS adjusted profit measures are used in this annual report and financial statements. Adjusting items are excluded from our headline performance measures by virtue of their size and nature, in order to reflect management's view of the performance of the Group. Summarised below is a reconciliation between statutory results to adjusted results. The Group believes that alternative performance measures such as adjusted EBITDA are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation and amortisation, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), or based on factors which do not reflect the underlying performance of the business. The adjusted profit after tax earnings measure is also used for the purpose of calculating adjusted earnings per share.

 

Reconciliations to earnings figures used in arriving at adjusted earnings per share are as follows:





30.6.22


30.6.21

From all operations



£'000


£'000








Profit for the year attributable to the owners of the parent

11,831


10,591

Amortisation of acquisition-related intangible fixed assets (see note 14)

120


120

Other exceptional costs (see note 5)




355


68

Share-based payment (see note 28)




456


625

Adjusted profit for the year attributable to the owners of the parent

12,762


11,404

 

 

 

Management does not consider the above adjustments to reflect the underlying business performance. The other exceptional costs relate to senior management settlement costs.

 





30.6.22


30.6.21




£'000


£'000








Adjusted profit for the year attributable to the owners of the parent for continuing activities.

12,762


12,303

Adjusted loss for the year attributable to the owners of the parent for discontinuing activities.

-


(899)

Adjusted profit for the year attributable to the owners of the parent

12,762


11,404

 

 












 

 




30.6.22







Weighted









average


Per share


From all operations


Earnings


number of


Amount

 

 

 

 

£'000


shares


Pence











Basic EPS









Profit for the year attributable to the owners of the parent

11,831


 298,995,582


3.96











Adjusted Basic EPS









Adjusted profit for the year attributable to the owners of the parent

  12,762


298,995,582


4.27











Options and warrants



-


6,222,724


-











Diluted EPS









Profit for the year attributable to the owners of the parent

 

11,831


305,218,306


3.88



 







Adjusted Diluted EPS

 







Adjusted profit for the year attributable to the owners of the parent

 

12,762


305,218,306


4.18














 

 

 

 

 

 

 




 

30.6.22







Weighted









average


Per share


From continuing operations


Earnings


number of


Amount

 

 

 

 

£'000


shares


Pence











Basic EPS









Profit for the year attributable to the owners of the parent

11,831


 298,995,582


3.96


 









Adjusted Basic EPS









Adjusted profit for the year attributable to the owners of the parent



12,762


298,995,582


4.27











Options and Warrants



-


6,222,724


-











Diluted EPS









Profit for the year attributable to the owners of the parent

 

11,831


305,218,306


3.88



 







Adjusted Diluted EPS

 







Adjusted profit for the year attributable to the owners of the parent

 

12,762


305,218,306


4.18

 

 

 




30.6.21







Weighted









average


Per share


From all operations


Earnings


number of


Amount

 

 

 

 

£'000


shares


Pence











Basic EPS









Profit for the year attributable to the owners of the parent

10,591


 298,598,459


3.55


 









Adjusted Basic EPS









Adjusted profit for the year attributable to the owners of the parent



11,404


298,598,459


3.82











Options and Warrants



-


4,322,868


-











Diluted EPS









Profit for the year attributable to the owners of the parent

 

10,591


302,921,327


3.50



 







Adjusted Diluted EPS

 







Adjusted profit for the year attributable to the owners of the parent

 

11,404


302,921,327


3.76

 

 

 




30.6.21







Weighted









average


Per share


From continuing operations


Earnings


number of


Amount

 

 

 

 

£'000


shares


Pence











Basic EPS









Profit for the year attributable to the owners of the parent

11,490


298,598,459


3.85











Adjusted Basic EPS









Adjusted profit for the year attributable to the owners of the parent



12,303


298,598,459


4.12











Options and warrants



-


4,322,868


-











Diluted EPS









Profit for the year attributable to the owners of the parent

 

11,490


302,921,327


3.79



 







Adjusted Diluted EPS

 







Adjusted profit for the year attributable to the owners of the parent

 

 

12,303


 

302,921,327


 

4.06

 





 





30.6.21

 







Weighted



 







average


Per share

 


From discontinued operations


Earnings


number of


Amount

 

 

 

 

 

£'000


shares


Pence

 










 


Basic EPS








 


Loss for the year attributable to the owners of the parent

(899)


298,598,459


(0.30)

 


 








 


Adjusted Basic EPS








 


Adjusted Loss for the year attributable to the owners of the parent



(899)


298,598,459


(0.30)

 










 


Options and Warrants



-


4,322,868


-

 










 


Diluted EPS








 


Loss for the year attributable to the owners of the parent

 

(899)


302,921,327


(0.30)

 



 






 


Adjusted Diluted EPS

 






 


Adjusted loss for the year attributable to the owners of the parent

 

(899)


302,921,327


(0.30)

 


















 

Weighted average number of shares


30.6.22


30.6.21



Shares


Shares






Basic EPS

298,995,582


298,598,459





Diluted EPS

305,218,306


302,921,327







 

 

12.   CONTINUING AND DISCONTINUED OPERATIONS

 

The analysis between continuing and discontinued operation is as follows:

 

Year ended 30 June 2022

 



Continuing operations


Discontinuing operations


 

TOTAL












£'000


£'000


£'000

 

 

 

 

 

 

 

 

Revenue



62,832


-


62,832

Cost of sales



(11,570)


-


(11,570)









Gross profit



51,262


-


51,262









Administrative expense



(36,726)


-


(36,726)

Share based payments



(456)


-


(456)

Exceptional costs



(475)


-


(475)









OPERATING PROFIT

 

 

13,605

 

-

 

13,605









Finance income



57


-


57

Finance costs



(57)


-


(57)

 

 

 

 

 

 

 

 

PROFIT BEFORE INCOME TAX

 

 

13,605

 

-

 

13,605









Income tax expense



(1,774)


-


(1,774)









PROFIT FOR THE YEAR

 

 

11,831

 

-

 

11,831

 

Year ended 30 June 2021

 

 



Continuing operations


Discontinuing operations


 

TOTAL












£'000


£'000


£'000

 

 

 

 

 

 

 

 

Revenue



58,124


2,426


60,550

Cost of sales



(10,356)


(1,211)


(11,567)









Gross profit



47,768


1,215


48,983









Administrative expense



(34,089)


(2,012)


(36,101)

Share based payments



(625)


-


(625)

Exceptional costs



(188)


-


(188)









OPERATING PROFIT

 

 

12,866

 

(797)

 

12,069









Finance income



20


-


20

Finance costs



(74)


(1)


(75)

 

 

 

 

 

 

 

 

PROFIT BEFORE INCOME TAX

 

 

12,812

 

(798)

 

12,014









Income tax expense



(1,322)


(101)


(1,423)









PROFIT FOR THE YEAR

 

 

11,490

 

(899)

 

10,591

 

13.  GOODWILL

 

 

Group




 

 


30.6.22


30.6.21

COST


£'000


£'000

At 1 July


13,192


13,192

 

At 30 June


13,192


13,192






IMPAIRMENT





At 1 July


3,512


3,512


 



At 30 June

 

3,512


3,512


 




NET BOOK VALUE

 

9,680

 

9,680






 

Goodwill is allocated to the Groups cash generating unit (CGUs) identified, being Dotdigital.

Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that goodwill may be impaired. Goodwill acquired in a business combination is allocated, at acquisition, to CGUs that are expected to benefit from that business combination.

 

The carrying amount of goodwill relates to the Groups trading activity and business segment. This has been tested for impairment during the current period by comparison with the recoverable amounts of the CGU. Recoverable amounts for CGUs are based on the higher of value in use and fair value less costs to sell. The recoverable amounts of the CGU have been determined from value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rate for the continuing operations of the Group. These long-term growth rates are management's estimates. The discount rates used are pre-tax and reflect specific risks relating to the continuing operations of the Group.

 

The key assumptions for the value in use calculations are those regarding discount rates, growth rates, and expected changes in margins.

 

Discount rate

 

Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of money and the risks specific to the CGUs. The pre-tax discount rate used to calculate the value in use is 19.75% (2021: 6.2%). This has increased as a result of the increase in the cost equity which was impacted by both the decline in the share price at the year end compared to last year and the increase in dividend growth rate.

 

Growth rates

 

The growth rate is stated as the compound annual growth rates in the initial five years for the continuing operations of the Group which are then used for impairment testing. These are performed using the projected cash flows based on budgets approved by management over a five-year period. Cash flow projections from the sixth year onwards are based on an estimated constant growth rate. The growth rate used to calculate the value in use is 15% (2021: 14%).

 

 

Gross profit margin

 

Changes in income and expenditure are based on experience and expectations of the future changes in the market. The impairment review is based on these estimated gross profit margins which were included with the budgets approved by management over a five-year period. From the sixth year onwards, an assumed constant margin is used. The gross profit margin used to calculate the value in use in 75% (2021: 75%).

 

The valuations indicate sufficient headroom such that a reasonably possible change in key assumptions would not result in impairment of goodwill.

 

Sensitivity analysis

 

The principal variables used, being both the discount rate and growth rates, these would need to change before an impairment is required, this being 161% (2021: 225%) discount rate and growth rate of -5% (2021: -21%).

 

 

14.  INTANGIBLE ASSETS

 

Group

 

 





 

 

Customer








relationships


Technology

 





£'000


£'000

COST








At 1 July 2021





1,205


1,200

Additions





-


-









At 30 June 2022





1,205


1,200









AMORTISATION








At 1 July 2021





1,205


430

Amortisation for the year





-


120

 

 

 

 

 

 

 

 

At 30 June 2022





1,205


550









NET BOOK VALUE

At 30 June 2022





 

-


 

650









 

 

 

 

 

 

 

Computer


Internally generated development


 

 

Domain



 


software


costs


names


Totals

 


£'000


£'000


£'000


£'000

 

COST








 

At 1 July 2021

1,023


34,052


46


37,526

 

Additions

87


7,599


-


7,686

 

Exchange differences

1


-


-


1

 









 

At 30 June 2022

1,111


41,651


46


45,213

 

 








 

AMORTISATION








 

At 1 July 2021

874


18,847


36


21,392

 

Amortisation for the year

71


5,931


1


6,123

 









 

At 30 June 2022

945

 

24,778

 

37

 

27,515

 









 

NET BOOK VALUE

At 30 June 2022

 

166


 

16,873


 

9


 

17,698

 









 









 

 

 





 

 

Customer








relationships


Technology

 





£'000


£'000

COST








At 1 July 2020





1,205


1,200

Additions





-


-









At 30 June 2021





1,205


1,200









AMORTISATION








At 1 July 2020





1,205


310

Amortisation for the year





-


120

 

 

 

 

 

 

 

 

At 30 June 2021





1,205


430









NET BOOK VALUE

At 30 June 2021





 

-


 

770






























 

 










 

 

Computer


Internally generated development


 

 

Domain




software


costs


names


Totals

 

£'000


£'000


£'000


£'000

COST








At 1 July 2020

954


27,255


42


30,656

Additions

69


6,797


4


6,870









At 30 June 2021

1,023


34,052


46


37,526









AMORTISATION








At 1 July 2020

793


14,255


34


16,597

Amortisation for the year

81


4,592


2


4,795

 

 

 

 

 

 

 

 

At 30 June 2021

874


18,847


36


21,392









NET BOOK VALUE

At 30 June 2021

 

149


 

15,205


 

10


 

16,134









 

 

Development cost additions represents resources the Group has invested in the development of new, innovative and ground-breaking technology products for marketing professionals. This platform allows them to create, send and automate marketing campaigns. Following development of the products the Group intends to licence the use of the platform.

 

Technology represents the cost that would be incurred to build the entire Comapi platform had the acquisition not occurred. Customer relationships represent the value of high-value customer contracts within Comapi.

 

15.  PROPERTY, PLANT AND EQUIPMENT

 

  Group




Right of


Short


Fixtures &


Computer






Use assets


leasehold


fittings


equipment


Totals

 



£'000


£'000


£'000


£'000


£'000

COST

 











At 1 July 2021



5,384


725


754


2,614


9,477

Additions



167


-


-


465


632

Disposals



(60)


-


-


-


(60)

Exchange differences



64


6


19


23


112













At 30 June 2022



5,555


731


773


3,102


10,161













DEPRECIATION

 











At 1 July 2021



2,061


526


680


2,238


5,505

Depreciation for the year



983


61


40


236


1,320

Disposals



(45)


-


-


-


(45)

Exchange differences



56


6


16


18


96

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2022



3,055


593


736


2,492


6,876













NET BOOK VALUE

 











At 30 June 2022



2,500


138


37


610


3,285




























Right of


Short


Fixtures &


Computer






Use assets


leasehold


fittings


equipment


Totals

 



£'000


£'000


£'000


£'000


£'000

COST

 











At 1 July 2020



5,458


730


770


2,473


9,431

Additions



115


-


-


169


284

Disposals



(136)


-


(4)


(14)


(154)

Exchange differences



(53)


(5)


(12)


(14)


(84)













At 30 June 2021



5,384


725


754


2,614


9,477













DEPRECIATION

 











At 1 July 2020



1,058


465


632


2,014


4,169

Depreciation for the year



1,091


65


63


244


1,463

Disposals



(66)


-


(2)


(10)


(78)

Exchange differences



(22)


(4)


(13)


(10)


(49)

 

 

 


 

 

 

 

 

 

 

 

At 30 June 2021



2,061


526


680


2,238


5,505













NET BOOK VALUE

 











At 30 June 2021



3,323


199


74


376


3,972

 

 

Included in the net carrying amount of property, plant and equipment are the right-of-use assets as follows:

 







Motor







Properties


vehicles


Totals

 




£'000


£'000


£'000

COST

 








As at 1 July 2021


5,229


155


5,384

Termination of leases


(60)


-


(60)

Additions




167


-


167

Foreign currency translation


64


-


64










At 30 June 2022 




5,400


155


5,555










DEPRECIATION

 








As at 1 July 2021




1,942


119


2,061

Depreciation for the year




953


30


983

Termination of leases




(45)


-


(45)

Foreign currency translation


56


-


56

 

 

 

 

 

 

 

 

 

At 30 June 2022




2,906


149


3,055










NET BOOK VALUE

 








At 30 June 2022




2,494


6


2,500











 

 







Motor







Properties


vehicles


Totals

 




£'000


£'000


£'000

COST

 








As at 1 July 2020


5,376


82


5,458

Termination of leases


(136)


-


(136)

Additions




42


73


115

Foreign currency translation


(53)


-


(53)










At 30 June 2021 




5,229


155


5,384










DEPRECIATION

 








As at 1 July 2020




1,015


43


1,058

Depreciation for the year




1,010


81


1,091

Termination of leases




(65)


-


(65)

Foreign currency translation


(18)


(5)


(23)

 

 

 

 

 

 

 

 

 

At 30 June 2021




1,942


119


2,061










NET BOOK VALUE

 








At 30 June 2021




3,287


36


3,323











 

 

16.  INVESTMENTS

 

Company 

 

 


Group


Group

 


undertakings


undertakings

 


30.6.22


30.6.21

COST


£'000


£'000






At 1 July

Additions

Disposals


21,660

456

-


21,035

625

-

 

At 30 June


 

22,116


 

21,660






IMPAIRMENT





At 1 July and 30 June


3,519


3,519

Impairment


234


-

At 30 June

 

3,753


3,519

 

NET BOOK VALUE

 

 

 

 

At 30 June


18,363


18,141






 

The Group's or the Company's investments at the balance sheet date in the share capital of companies include the following: 



 

 







 

Subsidiaries 


Nature of business

 

Class of share

 

Proportion of



 

 

 

 

voting power



 

 

 

 

held directly %

Dotdigital EMEA Limited


Omni-channel


Ordinary


100



  communication platform





Dotdigital Inc


 Omni-channel communication platform


Ordinary


100

Dotdigital APAC Pty Limited


Omni-channel communication platform


Ordinary


100

Dotdigital B.V.


Omni-channel communication platform


Ordinary


100

Dotmailer Development Ltd


Holding company


Ordinary


100

Dotmailer SA Pty


Development hub


Ordinary


100

Dotmailer LLC**


Development hub


Ordinary


100

Dotdigital SG Pte Limited


Omni-channel communication platform


 

Ordinary


 

100

Dynmark International Ltd


Omni-channel communication platform


Ordinary


100

Dynmark S.p z.o.o**


Development hub


Ordinary


100

Dotdigital Canada Inc


Consultancy services


Ordinary


100















         

** These are held indirectly at 100%.

 

 

All of the above subsidiaries have been included within the consolidated results, however Dynmark International Ltd was exempt from audit by virtue of s479A of Companies Act 2006 plus Dotdigital Canada Inc was also fully shut down before the year end. Dotdigital EMEA Limited, Dotmailer Development Limited and Dynmark International Ltd were incorporated in England and Wales. Dotdigital Inc was incorporated in Delaware (US), Dotdigital APAC Pty Limited was incorporated in New South Wales (Australia), Dotdigital B.V. was incorporated in Netherlands, Dotdigital SG Pte Ltd was incorporated in Singapore, Dotmailer SA Pty was incorporated in South Africa, Dotmailer LLC was incorporated in the Republic of Belarus, Dynmark S.p. z.o.o. was incorporated in Poland and Dotdigital Canada Inc was incorporated in British Columbia (Canada).

 

Subsidiary


Registered office






  Dotdigital EMEA Ltd

No.1 London Bridge

  Dynmark International Ltd

London


  Dotmailer Development Ltd

SE1 9BG







  Dotdigital Inc


16192 Coastal Highway




Lewes





Delaware 19958-9776




County of Sussex




USA







  Dotdigital Canada Inc

939 Granville Street




Vancouver




British Columbia




V6Z 1L3





Canada







  Dotdigital APAC Pty Ltd

60/2 O'Connell Street




Parramatta




New South Wales 2150




Australia







  Dotdigital SG Pte Ltd

Level 17, Frasers Tower




182 Cecil Street




069547 Singapore






  Dotmailer SA Pty Ltd

BDO Building




Wanderers Office Park




52 Corlett Drive




Illovo





Johannesburg 2196




South Africa






  Dotdigital B.V.


15 Hoogoorddreef




Amsterdam




1101 BA





Netherlands






  Dynmark s.p. z.o.o

Al. Jana Pawla II 22




00-133 Warsaw




Poland







  Dotmailer LLC


Office 11-9




Tolbukhina Street




Minsk 220012




Belarus


 

 

17.  TRADE AND OTHER RECEIVABLES

 


Group


Company


30.6.22


30.6.21


30.6.22


30.6.21

 

£'000


£'000


£'000


£'000

Current:








Trade receivables

10,748


10,895


-


-

Less: Provision for impairment of trade receivables

 

(1,892)


 

(1,785)


-


-









Trade receivables - net

8,856


9,110


-


-

Other receivables

52


60


-


-

Amounts owed by Group undertakings

-


-


1,426


-

VAT

-


-


34


52

Tax receivable

186


-


-


-

Prepayments and contract assets

4,117


4,180


845


88









 

13,211


13,350


1,545


140

 

Further details on the above can be found in note 23.

 

Included within Group prepayments is an amount of £246,057 (2021: £299,016) in relation to deferred commission which is considered to be long term. The Group has applied IFRS 9 simplified approach to measuring expected credit losses, the balances have been assessed based on each entitiy's ability to repay amounts owed and no expected credit loss has been recognised.

 

18.  CASH AND CASH EQUIVALENTS

 


Group


Company


30.6.22


30.6.21


30.6.22


30.6.21

 

£'000


£'000


£'000


£'000

 








Bank accounts

43,919


31,951


163


85









 

43,919


31,951


163


85

 

Further details on the above can be found in note 23.

 

19.  CALLED UP SHARE CAPITAL

 

 

Allotted, issued, fully paid



Nominal


30.6.22


30.6.21

Number



value


£'000


£'000









299,216,130 (2021: 298,778,630)



£0.005


1,496


1,494














1,496


1,494

 








 

During the reporting period the Company undertook the following transactions involving the issuing of share capital:

 

On 1 April 2022 an employee exercised their share options, increasing the issued share capital by 437,500 shares.

 

 

 

 

20.  RESERVES

 

Group




Retained


Share


Reverse acquisition




earnings


premium


reserve




£'000


£'000


£'000









 

As at 1 July 2021



54,081


7,124


(4,695)











Issue of share capital



-


-


-


Dividends



(2,564)


-


-


Profit for the year



11,831


-


-


Transfer of reserves


234


-


-


Deferred tax on share options


-


-


-


Other comprehensive income: currency translation


-


-


-


Share-based payment



-


-


-










 

Balance as at 30 June 2022



63,582


7,124


(4,695)

 

 

 

 

 

 

 

 




Retranslation


Other






Reserve


reserves


Totals




£'000


£'000


£'000









 

As at 1 July 2021



(37)


3,066


59,539











Issue of share capital



-


-


-


Dividends



-


-


(2,564)


Profit for the year



-


-


11,831


Transfer of reserves

-


(234)


-


Deferred tax on share options

-


(1,283)


(1,283)


Other comprehensive income: currency translation

333


-


333


Share-based payment



-


456


456










 

Balance as at 30 June 2022



296


2,005


68,312

 

Group

 




Retained


Share


Reverse acquisition

 




earnings


premium


reserve




£'000


£'000


£'000









 

As at 1 July 2020



45,655


6,967


(4,695)











Issue of share capital



-


157


-


Dividends



(2,472)


-


-


Profit for the year



10,591


-


-


Transfer of reserves



307


-


-


Deferred tax on share options



-


-


-


Other comprehensive income: currency translation



-


-


-


Share-based payment



-


-


-










 

Balance as at 30 June 2021



54,081


7,124


(4,695)

























 




Retranslation


Other






reserve


reserves


Totals




£'000


£'000


£'000









 

As at 1 July 2020



50


1,600


49,577











Issue of share capital



-


-


157


Dividends



-


-


(2,472)


Profit for the year



-


-


10,591


Transfer in reserves



-


(307)


-


Deferred tax on share options



-


1,148


1,148


Other comprehensive income: currency translation



(87)


-


(87)


Share-based payment



-


625


625










 

Balance as at 30 June 2021



(37)


3,066


59,539









 

 

 

 

 

 

 

Company









Retained


Share


Other




earnings


premium


Reserves


Totals

 

£'000


£'000


£'000


£'000

 








At 1 July 2021

7,570

 


7,124


1,690


16,384









Issue of share capital

-


-


-


-

Dividends

(2,564)


-


-


(2,564)

Profit for the year

4,163


-


-


4,163

Transfer in reserves

231


-


(231)


-

Share based payments

-


-


456


456









At 30 June 2022

9,400


7,124


1,915


18,439

















Company









Retained


Share


Other




earnings


premium


Reserves


Totals

 

£'000


£'000


£'000


£'000

 








At 1 July 2020

5,924

 


6,967


1,372


14,263









Issue of share capital

-


157


-


157

Dividends

(2,472)


-


-


(2,472)

Profit for the year

3,811


-


-


3,811

Transfer in reserves

307


-


-


307

Share based payments

-


-


318


318









Restated balance as at 30 June 2021

7,570


7,124


1,690


16,384

 

 

21.  TRADE AND OTHER PAYABLES

 


Group


Company


30.6.22


30.6.21


30.6.22


30.6.21

 

£'000


£'000


£'000


£'000

Current:








Trade payables

2,428


769


81


16

Amounts owed to Group undertakings

-


-


-


390

Social security and other taxes

68


29


-


-

Other payables

151


84


-


-

VAT

228


18


-


-

Accruals and contract liabilities

9,779


8,434


61


86









 

12,654


9,334


142


492

 

Further details on liquidity and interest rate risk can be found in note 23. Amounts owed to group undertakings are non-interest bearing and are repayable on demand.

 

 

 

22.  LEASE LIABILITIES

 

Group
















Properties


Motor Vehicles


Totals

 


£'000


£'000


£'000

 







At 1 July 2021


3,359


64


3,423

Termination of leases


(15)


-


(15)

Additions


167


-


167

Principal repayments


(1,081)


(29)


(1,110)

Interest


89


1


90

Foreign currency retranslation


21


-


21








At 30 June 2022


2,540


36


2,576








Current


796


22


818

Non-current


1,744


14


1,758








At 30 June 2022


2,540


36


2,576

 

Group
















Properties


Motor Vehicles


Totals

 


£'000


£'000


£'000

 







At 1 July 2020


4,427


40


4,467

Termination of leases


(67)


-


(67)

Additions


42


73


115

Principal repayments


(1,132)


(50)


(1,182)

Interest


110


1


111

Foreign currency retranslation


(21)


-


(21)








At 30 June 2021


3,359


64


3,423








Current


906


28


934

Non-current


2,453


36


2,489








At 30 June 2021


3,359


64


3,423

 

The properties are office leases located in various location where the term in ranging from one to eight years. The motor vehicles are company cars offered to senior staff where the term is always three years.

 

23.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

The Group's activities expose it to a number of financial risks that include credit risk, liquidity risk, currency risk and interest rate risk. These risks and the Group's policies for managing them have been applied consistently during the year and are set out below.

 

The Group holds no financial or other non-financial instruments other than those utilised in the working operations of the Group and that are listed in this note. It is the Group's policy not to trade in derivative contracts.

 

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument rate risk arises, are as follows:

 

-Trade receivables

-Cash and cash equivalents

-Trade and other payables

- Lease Liabilities

 

Financial instruments by category

The following table sets out the financial instruments as at the reporting date:

 


Group


Company


30.6.22


30.6.21


30.6.22


30.6.21

 

£'000


£'000


£'000


£'000

Financial assets








Trade and other receivables

8,908


9,170


-


-

Amounts owed from group undertakings

-


-


1,426


-

Bank balances

43,919


31,951


163


85









 

52,827


41,121


1,589


85

 

Financial liabilities








Trade payables

2,428


769


81


16

Amounts owed to group undertakings

  -


-


-


390

Accrued liabilities and other payables

  9,779


8,221


61


86









 

  12,207


8,990


142


492

 

The fair value of the financial assets and financial liabilities is equal to their carrying values. All financial assets are categorised as loans and receivables and all financial liabilities are categorised as financial liabilities at amortised costs.

 

General objectives, policies and processes

 

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's Risk Committee. The Board receives quarterly reports from the Risk Committee, through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

 

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below:

 

Interest rate risk

 

The Group's interest rate risk arises from interest-bearing assets and liabilities. The Group has in place a policy of maximising finance income by ensuring that cash balances earn a market rate of interest offsetting where possible cash balances, and by forecasting and financing its working capital requirements. As at the reporting date the Group was not exposed to any movement in interest rates as it has no external borrowings and therefore is not exposed to interest rate risk. No sensitivity analysis has been prepared.

 

 

The Group's working capital requirements are managed through regular monitoring of the overall cash position and regularly updated cash flow forecasts to ensure there are sufficient funds available for its operations.

 

Liquidity risk

 

The Group's working capital requirements are managed through regular monitoring of the overall position and regularly updated cash flow forecasts to ensure there are funds available for its operations. Management forecasts indicate no new borrowing facilities will be required in the upcoming financial period.

 

Trade and other payables of £13,175,482 (2021: £10,221,000) are expected to mature in less than a year

 

Credit risk

 

Credit risk arises principally from the Group's trade receivables, as there are no trade receivables within the Company, which comprise amounts due from customers. Prior to accepting new customers, a credit check is obtained. As at 30 June 2021 there were no significant debts past their due period which had not been provided for. The maturity of the Group's trade receivables is as follows:






30.6.22


30.6.21

 





£'000


£'000

 








0-30 days





6,225


5,734

30-60 days





2,572


2,701

More than 60 days





1,951


2,550









 





10,748


10,985

 

The maturity of the Group's provision for impairment is as follows:






30.6.22


30.6.21

 





£'000


£'000

 








0-30 days





195


140

30-60 days





231


154

More than 60 days





1,466


1,491









 





1,892


1,785

 

The movement in the provision for the impairment is as follows:






30.06.22


30.6.21

 





£'000


£'000

 








As at 1 July





1,785


1,589









Provision for impairment





126


262

Receivable written off in the year





(19)


(66)

Unused amount reversed





-


-









As at 30 June





1,892


1,785

 

 

 

 

The Group minimises its credit risk by profiling all new customers and monitoring existing customers of the Group for changes in their initial profile. The level of trade receivables older than the average collection period consisted of a value of £2,055,923 (2021: £2,484,862) of which £1,476,586) (2021: £1,502,918) was provided for. The Group felt that the remainder would be collected post year-end as they were with long-standing relationships, and the risk of default is considered to be low and write-offs due to bad debts are extremely low. The Group has no significant concentration of credit risk, with the exposure spread over a large number of customers.

 

The credit risk on liquid funds is low as the counterparts are banks with high credit ratings assigned by international credit rating bodies. The majority of the Company's cash holdings are held at NatWest Bank, which has a BBB credit rating.

 

The carrying value of both financial assets and liabilities approximates to fair value.

 

Capital policy

 

The Group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide optimal returns for shareholders and to maintain an efficient capital structure to reduce the cost of capital.

 

In doing so the Group's strategy is to maintain a capital structure commensurate with a strong credit rating and to retain appropriate levels of liquidity headroom to ensure financial stability and flexibility. To achieve this, the Group monitors key credit metrics, risk and fixed charge cover to maintain this position. In addition the Group ensures a combination of appropriate short-term and long-term liquidity headroom.

 

During the year the Group had a short-term loan balance of £nil (2021: £nil) and amounts payable over one year are nil (2021: £nil). The Group had a strong cash reserve to utilise for any short-term capital requirements that were needed.

 

The Group has continued to look for further long-term investments or acquisitions and therefore, to maintain or re-align the capital structure, the Group may adjust when dividends are paid to shareholders, return capital to shareholders, issue new shares or borrow from lenders.

 

Foreign currency exchange rate risk

 

Refer to foreign currency exchange rate risk under note 2..

 

Maturities of financial liabilities

 

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities (the Group does not hold any derivative financial instruments in the current or prior financial year).

 

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of the discounting is not significant.

 

 


<6 months


6 to 12 months


1 to 2 years


2 to 5 years


Total contractual cash flows carrying amounts


£'000


£'000


£'000


£'000


£'000

Contractual maturities at 30 June 2022

 









Trade and other payables

12,654


-


-


-


12,654

Lease liabilities

425


392


  741


  1,018


2,576











Total non-derivatives

13,079


392


741


1,018


15,230
































<6 months


6 to 12 months


1 to 2 years


2 to 5 years


Total contractual cash flows carrying amounts


£'000


£'000


£'000


£'000


£'000

Contractual maturities at 30  June 2021

 









Trade and other payables

9,334


-


-


-


9,334

Lease liabilities

480


454


  759


  1,730


3,423











Total non-derivatives

9,814


454


759


1,730


12,757

 

 

24.  DEFERRED TAX

 







30.6.22


30.6.21


 





£'000


£'000


 









As at 1 July





1,207


1,983


Current year provision





1,548


(776)











 





2,755


1,1,207

 

The deferred tax liability above comprises the following temporary differences:

 





30.6.22


30.6.21





£'000


£'000








Acquired intangibles


163


146

Capital allowances in excess of depreciation


82


38





(82)


-





3,181


2,963





(453)


(1,805)





(136)


(135)












2,755


1,207

 

Deferred tax provision relates to taxes to be levied by the same authority on the same entity expected to be settled at the same time. As such deferred tax assets and liabilities have been offset.

 

 

 

25.  CAPITAL COMMITMENTS

 

The Company and Group have no capital commitments as at the year end.

 

26.  RELATED PARTY DISCLOSURES

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

 

Group

 

The following transactions were carried out with related parties and were made on terms equivalent to those that prevail in arm's length transactions.






30.6.22


30.6.21

 





£'000


£'000

Sale of services








Ipswich Town Football Club

Entity under common directorship


Email marketing services


5


4

Epwin Group Plc

Entity under common directorship


Email marketing services


4


6









 





9


10










 

 

Year end balances arising from sale of services





30.6.22

£'000


30.6.21

£'000

Ipswich Town Football Club

Entity under common directorship


Email marketing services


-


1

Epwin Group Plc

Entity under common directorship


Email marketing services


-


1









 





-


2










 

 

Directors

 

 





30.6.22


30.6.21

 





£'000


£'000








Aggregate emoluments




938


1,136

Ex-gratia payment


213


-

Company contributions to money purchase pension scheme


25


26

Share-based payments from the LTIP options granted


176


347









 





1,352


1,509

 

 

Directors' pay summary does include Non-Executive Directors. Ex-gratia payment related to a settlement payment made to the old CFO.

 

Information in relation to the highest paid Director is as follows:

 


 





30.6.22


30.6.21


 





£'000


£'000










Salaries




529


574


Other benefits




2


14


Pension costs





18


16


Share-based payments on the LTIP options granted




126


198











 





675


802












 

Company

 

The following transactions were carried out with related parties

 


 





30.06.22


30.06.21


 





£'000


£'000


Year end balances arising from sales/purchase of services

















Dotdigital EMEA Limited

Subsidiary


Receivables/(Payables)


2,151


(651)











 





2,151


(651)











 

 

 

The receivables and payables are unrestricted in nature and bear no interest. No provisions are held against receivables from related parties.

 

Loans to/from related parties






30.6.22


30.6.20

 





£'000


£'000

Dotdigital EMEA Limited

Subsidiary







As at 1 July





(1,041)


(3,545)

Loans advanced





5,653


5,075

Loans repaid





(3,886)


(2,571)









 





(726)


(1,041)

 

IAS 24 Related Party Disclosure (Revised) allows disclosure exemption of transactions between wholly-owned subsidiaries that are eliminated on consolidation.

 

27.  ULTIMATE CONTROLLING PARTY

 

There is no ultimate controlling party of the Group. Dotdigital Group Plc acts as the Parent Company to Dotdigital EMEA Limited, Dotdigital Inc, Dotdigital APAC Pty Limited, Dotdigital B.V., Dotmailer Developments Limited, Dotmailer SA Pty, Dotmailer LLC, Dotdigital SG Pte. Limited, Dynmark International Ltd, Dotdigital Canada Inc and Dynmark S.p. z.o.o.

 

28.  SHARE-BASED PAYMENT TRANSACTIONS

 

The measurement requirements of IFRS 2 have been implemented in respect of share options that were granted after 7 November 2002. The expense recognised for share-based payment made during the year is £455,549 (2021: £625,000).

 

Vesting conditions of the options dictate that employees must remain in the employment of the Group for the whole period to qualify.

 

Movement in issued share options during the year

 

 

The table below illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the period. The options outstanding at 30 June 2022 had a WAEP of 49.04p (2021: 26.05p) and a weighted average contracted life of 5.82 years (2021: 5.14 years) and their exercise prices ranged from 0.5p to 181.2p. All share options are settled in form of equity issued.

 

 

 

 


30.06.22

30.6.21


No of options

WAEP

No of options

WAEP






Outstanding at the beginning of the period

4,292,735

26.05p

3,910,984

51.09p

Granted during the year

2,463,663

89.85p

1,093,728

104.67p

Forfeited/cancelled during the period

(259,562)

137.88p

(480,992)

13.03p

Exchanged for shares

(437,500)

0.50p

(230,985)

68.50p

Outstanding at the end of the period

6,059,337

49.04p

4,292,735

26.05p

Exercisable at the end of the period

-

-

-

-

 

The weighted average share price at the date of the exercise for share options exercised during the period was 0.84p (2021: 178.57p). For options granted after 2019, a Monte Carlo model was used in measuring the fair use of options granted that were subject to a TSR performance condition.  A Black Scholes model was used in measuring the fair use of all other options granted.

 



22 December 2020


23 September 2021


24 December 2021





Relative




Relative




Relative



EPS (50%)


TSR (50%)


EPS (50%)


TSR (50%)


EPS (50%)


TSR (50%)














Number of options granted


153,364


153,364


100,729


100,729


193,894


193,894

Share price at grant date


152.0p


152.0p


264.0p


264.0p


196.0p


196.0p

Exercise price


0.50p


0.50p


0.50p


0.50p


0.50p


0.50p

Option life in years


5 years


5 years


5 years


5 years


5 years


5 years

Risk-free rate


(0.08)%


(0.08)%


0.38%


0.38%


0.57%


0.57%

Expected volatility


40.40%


40.40%


39.00%


39.00%


43.00%


43.00%

Expected dividend yield


0%


0%


0%


0%


0%


0%

Fair value of options 


152.0p


99.0p


264.0p


181.0p


196.0p


115.0p














 

 



19 December


24 October


14 December


15 December


14 April



2017


2018


2020


2021


2022












 Number of options granted


1,375,000


2,305,000


535,920


567,300


1,367,547

 Share price at grant date


85.95p


77.5p


148.0p


181.0p


90.0p

 Exercise price


0.50p


0.50p


147.5p


181.2p


86.5p

 Option life in years


5 years


5 years


10 years


10 years


10 years

 Risk-free rate


1.33%


1.23%


(0.01)%


0.54%


1.68%

 Expected dividend yield


1%


1%


0.56%


0.46%


0.96%

 Fair value of options


65.3p


52.7p


47.0p


62.0p


42.0p

 

 

Expected volatility was determined by calculating the historical volatility of the Group's share price from the date it listed to the grant date of the share option. The expected life used in the model is based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

The share options granted on 24 October 2018, 22 December 2020, 23 September 2021 and 24 December 2021 were following the approval of the LTIP scheme at the AGM on 19 December 2017 and the end-to-end awards that were granted to key personnel.

 


 

29.

GROUP RECONCILIATION OF PROFIT BEFORE CORPORATION TAX TO CASH GENERATED FROM OPERATIONS




 


Group


Company


30.6.22


30.6.21


30.6.22


30.6.21

 

£'000


£'000


£'000


£'000

Current:








Profit before tax from all operations

13,605


12,014


4,163


3,811

Amortisation

6,123


4,795


-


-

Depreciation

1,124


1,267


2


2

Exceptional costs

-


68


-


-

Finance lease non-cash movement

152


(48)


-


-

Gain on disposal of fixed assets

-


(2)


-


-

Loss on disposal of investments

-


-


-


-

Share-based payments

456


625


-


-

Impairment on investment

-


-


235


-

Finance expense

57


75


-


-









 

21,517


18,794


4,400


3,813

 








(Increase)/decrease in trade receivables

325


(363)


(1,405)


657

Increase in trade payables

3,320


(462)


(350)


(2,464)









Cash generated from operations

25,162


17,969


2,645


2,006

 

 

30.  GROUP CASH AND CASH EQUIVALENTS

 

The amounts disclosed in the statement of cash flow in respect of cash and cash equivalents are in respect of these statements of financial position amounts:






Group


Company

 





£'000


£'000

 








As at 1 July 2020





25,383


396









As at 30 June 2021





31,951


85

















As at 30 June 2022





43,919


163









 

31.  PROJECT DEVELOPMENT

 

During the year the Group incurred £7,599,073 (2021: £6,797,279) in development investments. All resources utilised in development have been capitalised as outlined in the accounting policy governing this area.

 

32.  EVENTS AFTER THE END OF THE REPORTING PERIOD

 

There are no events after the end of the reporting period which impact the Group's and Company's financial statements .

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FR FFFEDIEESELF
UK 100

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