TIDMDNM
RNS Number : 8318W
Dianomi PLC
20 April 2023
Dianomi plc
("Dianomi, the "Company" or the "Group")
Final Results
'Contextual Platform remains Relevant and Robust'
Dianomi, a leading provider of native digital advertising
services to premium clients in the Business, Finance and Lifestyle
sectors , announces the Company's audited results for the year
ended 31 December 2022.
Financial Highlights
-- Revenue of GBP35.9 million for the year (2021: GBP35.8
million) was flat as the market in the second half of the year
became more challenging leading to slower advertising spend and a
decrease in newsletter spend
-- Gross margin for the full year of 27.3% (2021: 28.9%) due to
publisher mix with a larger contribution from CNN Business which is
now the second largest publisher for the Group
-- Adjusted EBITDA* of GBP1.6 million (2021: GBP 3.1 million) as
a result of a contraction in gross margin as well as investment in
marketing and people
-- Adjusted EPS** of 2.58 pence (2021: 8.27 pence) reflecting lower levels of profit
-- As at 31 December 2022, the Group had no borrowings and cash
of GBP11.7 million (31 December 2021: GBP10.3 million)
Operating Highlights
-- Client retention remains one of our key strengths with annual
advertiser and publisher churn (calculated on a revenue basis) of
5.5 per cent. (FY21: 2.5%) and 2.8 per cent. (FY21: 4.1 per cent.)
respectively
-- Continue to add new publishers to our client base with the
number of publishers at year end standing at 336 (FY21: 326)
-- This year, we counted Goldman Sachs, EY and Porsche amongst
our new premium advertisers and the overall number of advertisers
who used our platform during the year stood at 387 (FY21: 427)
-- Our client focus remains the premium segment of the Business
and Finance sector where our client base today includes all of the
top 10 asset management companies in the US, 7 of the top ten
largest wealth management firms in the US and 5 of the top 10
largest US banks
-- We continued to roll out our new partnership with CNN
Business as its exclusive content recommendation partner and CNN is
now our second largest publisher with further integration and
potential for growth to be completed in 2023
-- Successfully developing our programmatic offering with
positive trials with the likes of Morgan Stanley and Porsche
leading to material uplift in programmatic sales to stand at GBP1.2
million this year (2021: GBP0.2 million)
Outlook
-- As the contextual native advertising partner of choice in the
business and finance sectors, we are in an optimal position to
benefit from a return of confidence amongst advertisers as well as
new opportunities with publishers
-- Continued development and expansion of our programmatic
offering to a larger number of publishers across the platform over
the course of the year
-- Strong balance sheet positioning the Company well for growth,
and cost base aligned with current unpredictable environment and
uncertain levels of spend in order to protect profitability
-- Current year has started in line with management expectations
Rupert Hodson, CEO of Dianomi commented:
" 2022 started well for Dianomi and growth in revenues in the
first half was solid. However, the macro-economic backdrop proved
more challenging as we moved into the second half of the year and
the advertising sector was not immune to this. Given a tougher than
expected environment, I am encouraged to see that the Dianomi
platform remains as relevant and robust as ever. Client retention
remains one of our key strengths and we have also added some very
impressive premium names to our advertiser and publisher base. Our
programmatic trials have gone well and we look forward to rolling
this out to a broader client base.
2023 has started well and in line with management expectations.
As we move through the year, we believe that we are well placed to
capitalise on a return of confidence amongst advertisers. We are
entering a new chapter for Dianomi given recent management changes
which has led to new talent joining the Company providing fresh
impetus across the business. Our pipeline of new prospects is good
and we continue to enjoy a strong balance sheet which underpins our
ability to invest in strategic opportunities as they arise."
* Calculated as profit after tax before charging interest, tax,
depreciation and amortisation in the financial year, adjusted for
share-based payments, other, non-recurring income and costs which
were IPO related. This metric provides a more comparable indication
of the Group's core business performance by removing the impact of
non-trading items that are reported separately.
** Adjusted to exclude costs related to the IPO in the
comparative year, other, non-recurring income and share-based
payments.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. It forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
For further information contact:
Dianomi Tel: +44 (0)207 802
Rupert Hodson (Chief Executive Officer) 5530
Charlotte Stranner (Chief Financial Officer)
Panmure Gordon (NOMAD and Broker) Tel: +44 (0)207 886
Emma Earl/ Freddy Crossley, Corporate Finance 2500
Rupert Dearden, Corporate Broking
Novella Communications Tel: +44 (0)203 151
Tim Robertson / Safia Colebrook 7008
About Dianomi
Dianomi, established in 2003, is a leading provider of native
digital advertising services to premium clients in the Business,
Finance and Lifestyle sectors. The Group operates from its offices
in London, New York and Sydney. The Group enables premium brands to
deliver native advertisements to a targeted audience on the desktop
and mobile websites, mobile and tablet applications of premium
publishers. It provides circa 400 advertisers, including blue chip
names such as abrdn, Invesco and Charles Schwab, with access to an
international audience of over 400 million devices per month
through its partnerships with over 300 premium publishers,
including blue chip names such as Reuters, CNN Business and WSJ.
Adverts served are contextually relevant to the content of the
webpages on which they appear and mirror the style of the page,
which enhances reader engagement. http://www.dianom i.com .
Chairman's Statement
Introduction
Over the course of 2022, Dianomi demonstrated its relevance and
its resilience during a year characterised by increasingly
challenging macro-economic conditions which have affected the
advertising industry across the board. In spite of the difficult
backdrop, Dianomi has been able to maintain its impressive list of
premium advertisers and publishers. We are proud of our client
"stickiness", as underlined by the recent renewal of our contract
with Reuters as their exclusive content recommendation partner. We
are able to count some truly global premium advertisers amongst our
new advertisers this year including Goldman Sachs, EY and Porsche.
Advertisers are being more selective in how they spend but Dianomi
remains a contextual partner of choice. Our platform delivers
innovative ways to monetise inventory for publishers and well as
measurable and transparent results for our advertisers.
We feel strongly that in turbulent times, publishers and
marketers value high quality partnerships with measurable, premium
results and we are committed to maintaining high standards and
ambitious goals.
The prospects for market growth remain encouraging. Industry
forecasts suggest that, despite the challenges of 2022, digital
advertising spend is set to experience strong growth in 2023, with
E-marketer predicting that digital advertising spend in the US
Financial Services Sector will increase by 13% in 2023 to $36
billion.
Our Strategy
Our vision remains unchanged - to be the #1 Contextual Media
Platform across the Premium Business, Finance and Lifestyle
verticals, harnessing the power of context and data to drive
advertising audience engagement and publisher yield.
With major internet browsers such as Safari and Firefox already
blocking third-party cookies and Google Chrome expected to phase
them out completely by 2024, marketers must consider preparing for
a cookie-less future and adapt instead to a contextual approach. We
boast a premium positioning in the contextual space and have the
platform and technology to offer transparency on performance for
publishers and advertisers alike. Dianomi's platform provides a
cookie-free solution to deliver improved results as our contextual
algorithms facilitate access to premium inventory and deliver
tailored content most likely to meet advertiser metrics as well as
delivering very measurable audience engagement.
Trials of our programmatic offering are ongoing. Programmatic
represents an attractive solution for advertisers and publishers in
terms of speed and efficiency. The technology facilitating
programmatic is constantly evolving and in the coming year we are
expecting to continue to increase the number of customers engaging
programmatically.
ESG
We appreciate the importance of scrutiny of our ESG credentials
from investors and stakeholders. We remain committed to diversity
within our workforce. We aim to ensure our clients and suppliers
share our values and aspirations and turn away those advertisers
and publishers who we feel do not. Each new supplier is sent a copy
of our policy and code of conduct which sets out our expectations
in the areas of, inter alia, ethical supply and people practices
including diversity and inclusion as well as environmental
responsibility.
In February 2023, we were delighted to announce a new
partnership with the World Media Group, an alliance of
international media organisations championing and supporting
trusted journalism. Members of World Media Group are all considered
trusted and premium publishers of journalistic content. The
organization has four key pillars, two of which are specifically
focused on ESG, being (1) promoting sustainable practices in
marketing and (2) driving inclusion and engagement. We are also a
member of the Financial Communications Society in the US, a charity
run by and for financial marketing, communications and media
professionals and whose philanthropic mission is centered on
financially supporting a wide range of children's charities.
Overview on Financials and Outlook
We delivered revenue for the full year of GBP35.9 million, flat
on last year. This performance is in the context of a difficult
economic backdrop as well as a change in spending patterns within
our advertiser base. Adjusted EBITDA* of GBP1.6 million and
Adjusted EPS** of 2.58 pence show a decrease on the prior year and
were affected by a contraction in gross margins due to publisher
mix as well as increased investment in people and marketing. This
year has started in line with our expectations and I am confident
that the quality of Dianomi's offering will continue to attract
publishers and advertisers alike. We are entering a new chapter for
Dianomi given recent management changes which has led to new talent
joining the Company providing fresh impetus across the business.
Our pipeline of new prospects is good and we continue to enjoy a
strong balance sheet which underpins our ability to invest in
strategic opportunities as they arise. However, due to the ongoing
uncertain market outlook and in order to maintain our profit
margins, the Company is ensuring that its cost base is appropriate
for an unpredictable trading environment. I would like to thank our
shareholders for their continued support and the team for their
hard work over the year and their commitment to deliver in
2023.
Chief Executive's Statement
Introduction
2022 started well for Dianomi but as the year progressed, the
business was affected by a more difficult macro environment and
challenging financial markets which have presented headwinds for a
number of our clients. However, I am pleased to report that, with
our focus on delivering results for the most valuable brands and
publishers through relevance and reach, we continue to have strong
client retention rates with annual advertiser and publisher churn
(calculated on a revenue basis) of less than 6 per cent. and 3 per
cent. respectively. Furthermore, we continue to welcome new
top-tier premium advertisers as well as publishers to the platform
which is testament to our model and our team. This year, we added
Goldman Sachs, Porsche, and EY as notable new advertisers as well
as a number of well-known publishers such as Fox News and Sky News.
As we transition to a cookie-less world, I believe that our
relevance and position remains unchanged - we continue to be the
contextual native advertising partner of choice in our specialist
sectors of business and finance.
We recently announced that Raphael Queisser and Cabell De
Marcellus, both co-founders of Dianomi, have stepped down from the
Board and their roles as COO and CTO respectively. Dianomi marks
its 20(th) anniversary this year and Raphael and Cabell have been
instrumental in supporting the business over the last two decades.
They will continue to support the business as advisers to me and
both will remain significant and supportive shareholders. I am
extremely grateful for their friendship, hard work and vital
contribution to the genesis and success of Dianomi since its
inception. It has been a great pleasure to work with them over the
years and I look forward to their continued support.
We are excited about opening a new chapter in the Dianomi story.
Ken Johnston has re-joined the Group in the US as global head of
sales. Ken has many years of experience in Financial Services
marketing and was previously at Meta and Quantcast. Ken worked for
Dianomi between 2010 and 2014 and was the first sales person
employed by Dianomi in the US. Ken is a thought leader in financial
services marketing with an excellent 20 year track record of
driving growth. A number of other personnel changes have also been
made within the Group to ensure that Dianomi's cost base is aligned
to the current environment and that resources are optimised so that
we are in a strong position when the market recovers.
Programmatic
We continue to develop our programmatic offering and, during the
year, we hired a new Head of Programmatic. Whilst the development
roadmap is taking longer than expected, we undertook trials where
we transacted with a number of premium clients such as Morgan
Stanley and Porsche on this offering and post year end saw further
success with the likes of Citi and Square. The technology is
constantly improving which will enable us to extend this service to
a much wider pool of clients and partners, both existing and
new.
We believe that we have an enormous opportunity to be the
contextual partner of choice in the direct and programmatic space
within the premium end of the market. We further believe that an
enhanced offering will lead to a net increase in average advertiser
spend with Dianomi and an overall uplift in revenues going
forward.
Operational review
Our client focus remains the premium segment of the Business and
Finance sector where our client base today includes all of the top
10 asset management companies in the US, 7 of the top ten largest
wealth management firms in the US and 5 of the top 10 largest US
banks.
Our premium publisher base increased over the course of 2022 and
by the end of the year we had 336 active publishers vs 326 at year
end 2021. CNN Business, for whom we won the contract to become the
exclusive content recommendation partner in 2021, now ranks as our
number two publisher, and we are still to roll-out across their
app, giving scope for further growth. Growth in impressions was
strong, with total impressions of 48.8 billion for the year vs 40.9
billion last year. Revenue per click ("RPC") was down slightly at
0.64 pence in 2022 vs 0.68 pence in 2021 due to an increase in
impressions across Apple News publishers, which tend to command a
lower RPC.
During 2022, we had 387 active advertisers, down on last year's
427. We are pleased to report a number of global premium brands as
new advertisers in 2021 including Porsche, Goldman Sachs, and EY.
Average spend across our top 100 advertisers is down 9% for the
year but this includes financial newsletter publications who have
faced challenges in a period of market volatility. We continue to
focus on driving growth and scaling our business within our
existing premium advertiser base. With a number of key advertisers
such as, inter alia, Charles Schwab, JP Morgan, AJ Bell and the
Ascent, we have recorded a good ramp-up in spend over the period
demonstrating the scalability of the business.
Financial review
Group revenue was flat at GBP35.9 million (2021: GBP35.8
million) with a slow-down in spend by our advertisers in the second
half.
Mobile revenue for the year decreased from GBP18.6 million to
GBP16.9 million predominantly due to a decrease in RPC across
mobile properties. Video revenue also decreased from GBP1.9 million
to GBP1.4 million. Video revenue tends to be tied to one-off
campaigns and one particular advertiser which we expected to spend
significantly in the second half of the year cut its spend in 2022
vs 2021. We still believe that video represents a key growth
opportunity for Dianomi and hope to report improved progress in the
current year.
Revenue from the Group's new Lifestyle segment amounted to
GBP1.3 million (2021: GBP1.5 million). Lifestyle advertisers tend
to transact programmatically and this should increase as the Group
builds scale in this space.
Gross margin was down 160 basis points to 27.3 % largely due to
publisher mix with a larger contribution from CNN Business which is
now the second largest publisher for the Group. Gross profit for
the period was GBP9.8 million, a 5 % decline on the previous year
despite flat revenue year on year.
Adjusted EBITDA* of GBP1.6 million (2021: GBP3.1 million) and
Adjusted EPS** 2.58 pence (2021: 8.27 pence) were down 48% and 69%
respectively, reflecting a contraction in gross margin as well as
investment in marketing and people, in addition to a full period of
costs associated with being a public company.
We currently have no borrowings and at the end of the year we
had cash of GBP11.7 million vs GBP10.3 million end of 2021.
The Group is in the growth phase of its evolution and so the
Board is not proposing to recommend a dividend and instead the
Company will continue to preserve its cash resources so that it has
sufficient capacity to invest in the growth of the Company and/or
take advantage of strategic opportunities should they arise.
Outlook
I would like to take this opportunity to extend thanks to our
team who have shown such commitment to the business and have worked
extremely hard to deliver a fantastic service to our existing
clients as well as onboard new ones during a period of market
uncertainty. The start of the year is in line with our
expectations, in spite of tough year-on-year comparisons. I believe
that we are well placed to benefit when there is a return in
advertiser confidence and are well positioned to grow our market
share through an increase in demand in both direct and programmatic
channels as well as through product innovation.
* Calculated as profit after tax before charging interest, tax,
depreciation and amortisation in the financial year, adjusted for
share-based payments, other, non-recurring income and costs which
were IPO related. This metric provides a more comparable indication
of the Group's core business performance by removing the impact of
non-trading items that are reported separately.
** Adjusted to exclude costs related to the IPO in the
comparative year, other, non-recurring income and share-based
payments.
CFO Statement
Financial KPIs
2022 2021 Change
--------------------------- ------ ------ --------
Revenue (GBPm) 35.9 35.8 +0.4%
Gross profit (GBPm) 9.8 10.3 (4.9)%
Gross margin 27.3% 28.9% (5.5)%
Adjusted EBITDA* (GBPm) 1.6 3.1 (48.4)%
Adjusted profit before
tax* 1.5 2.9 (48.3)%
Adjusted EPS* (p) 2.58 8.27 (68.8)%
Operating cash conversion
to adjusted EBITDA* 82% 111% (26.1)%
Net cash (GBPm) 11.7 10.3 13.6%
Revenue
Revenue remained flat year on year at GBP35.9 million (2021:
GBP35.8 million), due to slower growth in new advertiser spend and
change in existing advertiser spend patterns due to a difficult
macro environment. One notable change to the prior year was a
decrease in newsletter spend from GBP7.0 million to GBP4.3 million
as advertisers adjusted their spend in response to a more
challenging market environment.
Mobile revenue from ads served to mobile devices decreased to
GBP16.9 million, from GBP18.6 million in 2021 due to a decrease in
revenue per click across mobile properties. Video revenue also
decreased from GBP1.9 million in the year to 31 December 2021 to
GBP1.4 million with lower spend from one particular advertiser
contributing to the decrease.
Revenue from the Group's nascent Lifestyle segment amounted to
GBP1.3 million (2021: GBP1.5 million) as many lifestyle advertisers
tend to transact programmatically, hence the Directors believe that
this segment will grow once the Group's nascent programmatic
offering builds scale.
Gross profit and margin
Gross profit represents the Group's share of revenue from
publishers under the terms of the revenue share agreements that the
Group has with them. Gross profit decreased 4.9% to GBP9.8 million
from GBP10.3 million, representing a gross margin of 27.3% (2021:
28.9%). The decrease was largely due to the mix of publishers, with
a larger contribution from CNN Business which is now the second
largest publisher for the Group, but which is on a 80/20 revenue
share in favour of the publisher with scope to increase Dianomi's
share as revenue grows.
Administrative expenses
Administrative expenses decreased to GBP9.0 million in the year
to 31 December 2022 from GBP10.3 million in 2021. Included in
administrative expenses were share-based payments of GBP0.5 million
(2021: GBP2.9 million of which GBP2.6 million were incurred as a
result of accounting for the fair value of share options exercised
by employees at IPO). The increase outside of share-based payments
was primarily driven by increases in staff costs and IT expenses
due to the increase in impressions across the Group's publisher
partners' sites.
The Group does not capitalise costs relating to the ongoing
support and development of its platform, these are included within
administrative expenses.
Group profitability
Adjusted EBITDA decreased to GBP1.6 million from GBP3.1 million
in 2021 representing an adjusted EBITDA margin of 4.4% (2021:
8.7%). The decrease in adjusted EBITDA reflected the decrease in
gross margin, alongside the Group's investment in the platform and
people to support the current operations. To provide a better guide
to the underlying business performance, adjusted EBITDA excludes
share-based payments, other, non-recurring income and IPO related
costs in the prior year along with depreciation, amortisation,
interest and tax from the measure of profit.
Statutory profit after tax was GBP0.5 million (2021: loss of
GBP0.5 million) with 2021 including the significant share-based
payments and costs incurred as a result of the IPO.
Net finance income
Net finance income was GBP0.04 million compared to net finance
costs of GBP0.04 million in 2021, reflecting the repayment of the
loan notes in issue shortly after the Group's admission to AIM in
May 2021 and an increasing interest rate environment. The Group is
now debt-free and has no interest rate exposure.
Taxation
The Group had a tax charge for the year ended 31 December 2022
of GBP0.7 million (2021: tax credit of GBP0.1 million) which
predominantly related to the tax payable in the US. The tax credit
arose in 2021 as a result of significant tax losses in the Company
due to the options which were exercised at the time of the IPO,
offset to some extent by foreign tax payable of GBP0.5 million. For
further detail on taxation see notes 11 and 12 of the Financial
Statements. Adjusted profit after tax, used in calculating adjusted
earnings per share, is shown after adjustments for the applicable
tax on adjusting items as set out in notes 8 and 13.
Earnings per share
Earnings per share for the year ended 31 December 2022 was 1.62
pence (2021: loss of 1.77 pence). Adjusted earnings per share was
2.58 pence (2021: 8.27 pence). Adjusting items and their tax
impacts are set out in note 13.
Diluted earnings per share for the year ended 31 December 2022
was 1.46 pence (2021: loss of 1.77 pence). Adjusted diluted
earnings per share was 2.34 pence (2021: 7.65 pence). As at 31st
December 2022, 1,721,551 share options were outstanding (31
December 2021: 1,594,387).
Statement of Financial Position
Net assets as at 31 December 2022 totalled GBP11.8 million (31
December 2021: GBP10.1 million). Trade receivables increased to
GBP7.5 million (31 December 2021: GBP7.2 million) and trade
creditors decreased to GBP3.0 million as at 31 December 2022 (31
December 2021: GBP3.8 million). Accruals, which predominantly
reflect the payments due to the Group's publisher partners,
increased to GBP4.5 million as at 31 December 2022 from GBP3.6
million as at 31 December 2021.
The Group's net cash position increased 13.6% to GBP11.7 million
as at 31 December 2022 (31 December 2021: GBP10.3 million) The
Group enjoyed positive cash generation with net cash flow generated
from operations of GBP1.3 million in 2022 (2021: GBP3.4 million).
The Group saw good conversion of adjusted EBITDA to operating
cashflow of 81.5% assisted by some working capital benefit which is
expected to unwind in the first half of 2023. In May 2021, the
Group repaid the GBP1.25 million loan note principal outstanding to
BGF Investments LP and is now debt-free.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year Year
ended ended
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Note
Revenue 4 35,915 35,782
Cost of
sales (26,127) (25,455)
--------------------------------------------------- ---------------------------------------------------
Gross profit 9,788 10,327
Administrative expenses 7 (8,981) (10,264)
Other gains and losses 136 18
Costs relating to IPO 3 - (637)
Other income 6 167 -
Fair value movements - (21)
---------------------------------------------------- -----------------------------------------------------
Operating profit/(loss) 1,110 (577)
Depreciation 14 107 154
Share-based payments 24 526 2,854
Costs relating to IPO 3 - 637
Other income 6 (167) -
------------------------------- -------------------------------
Adjusted EBITDA 1,576 3,068
Finance
income 10 41 5
Finance
expense 10 (4) (46)
------------------------------------------------- -----------------------------------------------------
Profit/(loss) on
ordinary
activities
before taxation 1,147 (618)
Taxation 11 (662) 122
------------------------------------------------- -----------------------------------------------------
Profit/(loss)
for the year 485 (496)
Other
comprehensive
income items
that may be
reclassified
subsequently
to profit or
loss
Currency
translation
differences 651 44
------------------------------------------------- ---------------------------------------------------
Total
comprehensive
income/(loss)
income for the
year
attributable
to the owners
of the company 1,136 (452)
================================================= ==================================================
Basic
earnings/(loss)
per
ordinary share
(p) 13 1.62 (1.77)
Diluted
earnings/(loss)
per
ordinary share
(p) 13 1.46 (1.77)
All operations are continuing operations .
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 Dec 31 Dec
2022 2021
GBP000 GBP000
Note
Non-current assets
Right-of-use
asset 14 213 -
--------------------------------------------------- ---------------------------------------------------
Total non-current
assets 213 -
Current assets
Trade and
other
receivables 16 7,874 7,395
Deferred tax
asset 12 675 675
Cash and
cash
equivalents 17 11,663 10,278
------------------------------------------------------ ------------------------------------------------------
Total current
assets 20,212 18,348
Total assets 20,425 18,348
Current
liabilities
Trade and
other
payables 18 (8,048) (8,081)
Corporation
tax payable (371) (142)
Lease
liabilities 19 (219) -
------------------------------------------------------ -----------------------------------------------------
Total current
liabilities (8,638) (8,223)
----------------------------------------------------- -----------------------------------------------------
Total
liabilities (8,634) (8,223)
==================================================== ====================================================
Net assets 11,787 10,125
==================================================== ====================================================
Equity
Share
capital 23 60 60
Share
premium
account 5,436 5,436
Share
options
reserve 3,380 2,854
Foreign
currency
reserve 139 (512)
Capital
redemption
reserve - -
Retained
earnings 2,772 2,287
==================================================== ====================================================
Total equity
attributable to
the
owners of the
company 11,787 10,125
==================================================== ====================================================
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to the owners of the Company
Capital Share Foreign
Share Share premium redemption options currency Retained Total
capital account reserve reserve reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------------------- ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ----------------------------------------------- ------------------------------------------------
Balance at 1
January
2022 60 5,436 - 2,854 (512) 2,287 10,125
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Comprehensive
income
for the period
Profit for the
period - - - - - 485 485
Currency
translation
differences - - - - 651 - 651
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Total
comprehensive
income for
the period - - - - 651 485 1,136
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------
Transactions
with
owners of the
Company
Share-based
payment
credit - - - 526 - - 526
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Total
transactions
with owners
of the
Company - - - 526 - - 526
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Balance at 31
December
2022 60 5,436 - 3,380 139 2,772 11,787
----------------------------------------- --------------------------------------------------- ----------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ----------------------------------------------
Attributable to the owners of the Company
Capital Share Foreign
Share Share premium redemption options currency Retained Total
capital account reserve reserve reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------------------- ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ----------------------------------------------- ------------------------------------------------
Balance at 1
January
2021 - 1,085 - - (556) 2,783 3,312
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Comprehensive
income
for the period
Loss for the
period - - - - - (496) (496)
Currency
translation
differences - - - - 44 - 44
----------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------------------------
Total
comprehensive
income for
the period - - - - 44 (496) (452)
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------
Transactions
with
owners of the
Company
Shares issued 60 4,947 - - - - 5,007
Transaction
costs - (596) - - - - (596)
Share-based
payment
credit - - - 2,854 - - 2,854
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Total
transactions
with owners
of the
Company 60 4,351 - 2,854 - - 7,265
----------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ------------------------------------------------- ------------------------------------------------
Balance at 31
December
2021 60 5,436 - 2,854 (512) 2,287 10,125
----------------------------------------- --------------------------------------------------- ----------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ----------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Year
ended ended 31
31 Dec 2022 Dec 2021
GBP000 GBP000
Cash flows from operating activities
Profit/(loss)
on ordinary
activities
before
taxation 1,147 (618)
Adjustments
for:
Depreciation -
leased assets 107 154
Interest
payable 4 46
Interest
receivable (41) (5)
Increase in
trade and
other
receivables (478) (1,489)
Increase in
trade and
other
payables 185 2,445
Other income (167)
Net fair value
gain
recognised in
P&L - 21
Share-based
payment
charge 526 2,854
------------------------------------------------------ ------------------------------------------------------
Cash generated
from
operating
activities 1,283 3,408
====================================================== ======================================================
Taxation paid (269) (793)
------------------------------------------------------ ------------------------------------------------------
Net cash
generated
from
operating
activities 1,014 2,615
====================================================== ======================================================
Cash flows from investing activities
Interest
received 41 5
------------------------------------------------------ ------------------------------------------------------
Net cash
generated
from
investing
activities 41 5
====================================================== ======================================================
Cash flows from financing activities
Issue of
ordinary
shares - 4,411
Loan
repayment - (1,250)
Interest
paid - (44)
Interest
paid in
respect of
leases (4) (2)
Capital
payments
in respect
of leases (106) (160)
------------------------------------------------------ ------------------------------------------------------
Net cash
generated
(used in)/
generated
from
financing
activities (110) 2,955
====================================================== ======================================================
Net increase
in cash and
cash
equivalents 945 5,575
Cash and
cash
equivalents
at
beginning
of period 10,278 4,722
Exchange
movement on
cash 440 (19)
------------------------------------------------------ ------------------------------------------------------
Cash and
cash
equivalents
at end
of period 11,663 10,278
====================================================== ======================================================
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Dianomi plc (the "Company") and its subsidiaries' (together the
"Group") principal activity is the delivery of premium native
advertising for the financial services, technology, corporate and
lifestyle sectors. The Company was incorporated on 16 August 2002
in England and Wales as a private company limited by shares under
the name Data-ID Limited. On 17 December 2002, the Company changed
its name to Dianomi Limited. On 17 May 2021, the Company
re-registered as a public limited company and changed its name to
Dianomi plc.
The address of the registered office is 6(th) Floor, 60
Gracechurch Street, London, EC3V 0HR and the limited company number
is 04513809.
2. Basis of preparation and significant accounting policies
2.1. Basis of preparation
The financial report for the year ended 31 December 2022 has
been prepared in accordance with the historical cost convention and
with international accounting standards in conformity with the
requirements of the Companies Act 2006 and with UK adopted
International Financial Reporting International Financial Reporting
Standards (IFRSs).
The profit before charging interest, tax, depreciation,
amortisation, share-based payment charges, other, non-recurring
income and exceptional costs (adjusted EBITDA) is presented in the
income statement as the Directors consider this performance measure
provides a more accurate indication of the underlying performance
of the Company and is commonly used by City analysts and
investors.
The preparation of financial statements requires management to
exercise its judgement in the process of applying accounting
policies. The areas involving a higher degree of judgement, or
areas where assumptions and estimates are significant to the
financial information, are disclosed in note 3.
The presentational and functional currency of the Company is
sterling. Results in these financial statements have been prepared
to the nearest GBP1,000.
2.2. Basis of consolidation
The consolidated financial information incorporates the
financial information of Dianomi Plc and all of its subsidiary
undertakings. Subsidiary undertakings include entities over which
the Group has effective control, which in Dianomi's case are
Dianomi Inc. and Dianomi Pty Ltd. The Group controls a group when
it is exposed to, or has right to, variable returns from its
involvement with the Group and has the ability to affect those
returns through its power over the Group. In assessing control, the
Group takes into consideration potential voting rights.
2.3. Going concern
At the time of approving the financial statements, the Directors
have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable
future.
At 31 December 2022 the Company had cash and cash equivalents of
GBP11.7 million (2021; GBP10.3 million) and net current assets of
GBP11.8 million (2021: GBP10.1 million). The Group has no debt
outstanding or facilities in place (2021: GBPnil).
The Directors have prepared detailed cash flow forecasts for the
next 18 months that indicate the existing activities of the Group
do not require additional funding during that period. The forecasts
are challenged by various downside scenarios to stress test the
estimated future cash position. The Directors are pleased to note
that the stress tests did not have a significant impact on the cash
flow or cash position of the Group. In addition, current trading is
in line with the forecast.
Post year end, in March 2023, the Federal Deposit Insurance
Corporation announced that it had been appointed receiver to SVB
Financial Group ("SVB") and the Bank of England announced that it
intended to apply to the Court to place Silicon Valley Bank UK
Limited ('SVBUK') into a Bank Insolvency Procedure. At the time of
the announcements, Dianomi had GBP3.9 million in deposits across
SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK
Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and
other regulators guaranteed all depositors in SVB, with First
Citizens Bank subsequently acquiring Silicon Valley Bridge Bank,
N.A. from the FDIC, meaning that all deposits were safe and
secure.
2.4. Principal Accounting Policies
2.4.1. Revenue
The Group's customers are direct advertisers, affiliate
advertisers and advertising agencies with whom the Group will enter
into a contract or insertion order.
The Group generates revenue by charging advertisers for
advertising campaigns delivered through its platform. The
customer's total spend on advertising is determined by multiplying
an agreed performance metric option, such as cost per mil (CPM),
cost per impression (CPI), cost per click (CPC) or cost per action
(CPA) with the volumes of units delivered.
Revenue is recognised on completion of the performance criteria
which, in most cases, is when an internet user clicks through to an
advertisement that has been displayed on a web page.
Where advanced payments are made in advance of satisfying the
performance obligation, these amounts are transferred to deferred
revenue (contract liabilities) and recognised when the performance
obligation has been met.
The Group's standard payment terms require settlement of
invoices within 60-90 days of receipt.
The Group does not adjust the transaction price for the time
value of money as it does not expect to have any contracts where
the period between the transfer of the promised services to the
client and the payment by the client exceeds one year.
2.4.2. Cost of sales
Cost of sales represents the direct expenses that are
attributable to the services sold. They consist primarily of
payments to publishers under the terms of the revenue share
agreements that the Group has with them. Depending on the terms of
the revenue share agreements, cost of sales can include commissions
where applicable.
In limited instances, the Company incurs costs with publishers
based on a guaranteed minimum rate of payment from the Company in
exchange for guaranteed placement of the Company's promoted
recommendations on specified portions of the publisher's online
properties. These guaranteed rates are typically either a minimum
monthly payment or a minimum CPM and are recognised as an expense
as incurred.
2.4.3. Taxation
Current tax is the tax currently payable based on the taxable
profit for the year.
The Group recognises current tax assets and liabilities of
entities in different jurisdictions separately as there is no legal
right of offset.
The Group's US subsidiary does not charge US sales tax on its
services as it provides non-taxable services.
Deferred tax is provided in full on temporary differences
between the carrying amounts of assets and liabilities and their
tax bases, except when, at the initial recognition of the asset or
liability, there is no effect on accounting or taxable profit or
loss under a business combination. Deferred tax is determined using
tax rates and laws that have been substantially enacted by the
statement of financial position date, and that are expected to
apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax
credits to the Group, are recognised as deferred tax assets, to the
extent that it is probable that there will be future taxable
profits against which the temporary differences can be
utilised.
Changes in deferred tax assets or liabilities are recognised as
a component of the tax expense in the statement of comprehensive
income, except where they relate to items that are charged or
credited directly to equity, in which case the related deferred tax
is also charged or credited directly to equity.
2.4.4. Development costs
Costs relating to the ongoing support and development of the
Group's platform are recognised as an expense in profit and loss as
incurred.
2.4.5. Foreign currency translation
a) Function and presentational currency
Items included in the financial information of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional
currency'). The consolidated financial information is presented in
'sterling', which is the Company's functional currency and the
Group's presentation currency.
On consolidation, the results of overseas operations are
translated into sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of
overseas operations are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas
operations at actual rate are recognised in other comprehensive
income.
b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
2.4.6. Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial
institutions.
2.4.7. Financial Instruments
The Group classifies financial instruments, or their component
parts, on initial recognition as a financial asset, a financial
liability or an equity instrument in accordance with the substance
of the contractual arrangement. Financial instruments are
recognised on trade date when the Group becomes a party to the
contractual provisions of the instrument. Financial instruments are
recognised initially at fair value plus, in the case of a financial
instrument not a fair value through profit and loss, transaction
costs that are directly attributable to the acquisition or issue of
the financial instrument. Financial instruments are derecognised on
the trade date when the Group is no longer a party to the
contractual provisions of the instrument.
Non-derivative financial instruments comprise trade and other
receivables, cash and cash equivalents, loans and borrowings and
trade and other payables. All financial instruments held are
classified as loans and receivables.
a) Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at
transaction price less attributable transaction costs. Trade and
other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing
transaction, for example if payment is deferred beyond normal
business terms, then it is measured at the present value of future
payments discounted at a market rate of interest for a similar debt
instrument.
b) Contract liabilities
A contract liability is recognised if a payment is received or a
payment is due (whichever is earlier) from a customer before the
Group transfers the related services. Contract liabilities are
recognised as revenue when the performance obligation has been
met.
c) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the
present value of future payments discounted at a market rate of
interest. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised costs using the effective
interest method, less any impairment losses.
d) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits.
e) Derivative financial instruments
Derivative financial instruments comprise economic hedges. Hedge
accounting is not applied to derivative instruments that
economically hedge financial assets and liabilities denominated in
foreign currencies. Changes in the fair value of such derivatives
are recognized in profit or loss under financing income or
expenses.
2.4.8. Leases
The Group leases property in the UK, US and Australia.
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
- Leases of low value assets; and
- Leases with a duration of twelve months or less.
These leases are recognised as an expense on a straight-line
basis over the term of the lease.
Lease liabilities are measured at the present value of
contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in
the lease unless (as is typically the case) this is not readily
determinable, in which case the Group's incremental borrowing rate
on commencement of the lease is used. This is 3.0 per cent.
Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate. In such cases,
the initial measurement of the lease liability assumes the variable
element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they
relate.
Right-of-use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received, and
increased for:
- Lease payments made at or before commencement of the lease;
- Initial direct costs incurred; and
- The amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased
asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset
if, rarely, this is judged to be shorter than the lease term.
No lease modification or reassessment changes have been made
during the reporting period from changes in any lease terms or rent
charges.
2.4.9. Earnings per share
The Group presents basic and diluted earnings per share on an
IFRS basis. In calculating the weighted average number of shares
outstanding during the period, any share restructuring is adjusted
to allow comparability with other periods. The calculation of
diluted earnings per share assumes conversion of all potentially
dilutive ordinary shares, which arise from share options
outstanding.
2.4.10. Financing income and expenses
Financing expenses comprise interest payable, finance charges on
shares classified as liabilities and leases recognised in the
income statement using the effective interest method, unwinding of
the discount on provisions, and not foreign exchange losses that
are recognised in the statement of comprehensive income.
Financing income includes interest receivable on funds invested.
Interest income and interest payable are recognised in the
statement of comprehensive income as they accrue, using the
effective interest method.
2.4.11. Costs relating to IPO
Items which are material because of their size or nature and
which are non-recurring are highlighted separately on the face of
the consolidated statement of comprehensive income. The separate
reporting of exceptional items helps provide a better picture of
the Group's underlying performance. Items which have been included
within this category are the costs relating to the Company's IPO on
AIM in May 2021. The costs specifically related to the issue of new
shares have been set against share premium. Other IPO costs which
related to listing both new and existing shares were allocated on a
50/50 basis between exceptional P&L costs and share
premium.
Costs relating to the IPO are excluded from the headline profit
measures used by the Group and are highlighted separately in the
consolidated statement of comprehensive income as management
believe that they need to be considered separately to gain an
understanding the underlying profitability of the trading
businesses.
2.4.12. Employee Benefits
Post-retirement benefits
The Group operates a defined contribution plan for its
employees. A defined contribution plan is a pension plan under
which the Group pays fixed contributions into a separate entity.
Once the contributions have been paid the Group has no further
payment obligations.
The contributions are recognised as an expense in administrative
expenses in the Consolidated Statement of Comprehensive Income when
they fall due. Amounts not paid are shown in accruals as a
liability in the Statement of Financial Position. The assets of the
plan are held separately from the Group in independently
administered funds.
Share-based payments
Where share options are awarded to employees, the fair value of
the options at the date of grant is charged to profit or loss over
the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to
vest at each Statement of Financial Position date so that,
ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the
options granted. The cumulative expense is not adjusted for failure
to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting
conditions. These are either factors beyond the control of either
party (such as a target based on an index) or factors which are
within the control of one or other of the parties (such as the
group keeping the scheme open or the employee maintaining any
contributions required by the scheme).
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to
profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than
employees, profit or loss is charged with the fair value of goods
and services received.
2.5. Standards issued but not yet effective
The IASB and IFRIC have issued the following relevant standards
and interpretations with effective dates as noted below
Standard Key Requirements Effective date (for
annual periods beginning
on or after)
IFRS 17 'Insurance The standard establishes 1 January 2023
contracts' as amended principles for the recognition,
in June 2020 by amendments measurement, presentation
to 'IFRS 17, Insurance and disclosure of insurance
Contract contracts issued. No
impact is expected on
the results of the Group.
---------------------------------- --------------------------
Amendments to IAS The standard clarifies 1 January 2024
1 Presentation of how conditions with
Liabilities as Current which an entity must
or Non-current comply within twelve
months after the reporting
period affect the classification
of a liability.
---------------------------------- --------------------------
Amendments to IAS The standard makes it 1 January 2023
1 Presentation of clear that accounting
Financial Statements policies governing material
and IFRS Practice balances are not necessarily
Statement 2: Disclosure themselves material.
of Accounting Policies Therefore the quantity
of accounting policy
disclosures may reduce.
---------------------------------- --------------------------
Amendments to IAS The standard introduces 1 January 2023
8 Accounting Policies, a new definition for
Changes in Accounting accounting estimates.
Estimates and Errors: No impact is expected
Definition of Accounting on the results of the
Estimates Group.
---------------------------------- --------------------------
Amendments to IAS The standard clarifies 1 January 2023
12 Deferred Tax related how companies account
to Assets and Liabilities for deferred tax on
arising from a Single transactions such as
Transaction leases and decommissioning
obligations.
---------------------------------- --------------------------
Amendments to IFRS The standard clarifies 1 January 2024
16 Lease Liability how a seller-lessee
in a Sale and Leaseback subsequently measures
sale and leaseback transactions
that satisfy the requirements
in IFRS 15 to be accounted
for as a sale.
---------------------------------- --------------------------
Amendments to IAS The standard clarifies 1 January 2024
1 Non-Current Liabilities how conditions with
with Covenants which an entity must
comply within twelve
months after the reporting
period affect the classification
of a liability.
---------------------------------- --------------------------
The new standards, listed above, are not expected to have a
material impact on the Group in the current or future reporting
periods and on foreseeable future transactions.
2.6. Alternative performance measures
In order to provide better clarity to the underlying performance
of the Group, adjusted EBITDA and adjusted earnings per share are
used as alternative performance measures. These measures are not
defined under IFRS. These non-GAAP measures are not intended to be
a substitute for, or superior to, any IFRS measures of performance,
but have been included as the Directors consider adjusted EBITDA
and adjusted earnings per share to be key measures used within the
business for assessing the underlying performance of the Group's
ongoing business across periods. Adjusted EBITDA excludes from
operating profit non-cash depreciation, share-based payment
charges, other, non-recurring income and non-recurring exceptional
costs. Adjusted EPS excludes from profit after tax share-based
payment charges, other, non-recurring income and non-recurring
exceptional items and their related tax impacts. Please refer to
note 8 for reconciliations to Alternative Performance Measures
("APMs").
3. Judgements and key sources of estimation uncertainty
The preparation of the consolidated financial information
requires the Directors to make estimates and judgements that affect
the reported amounts of assets, liabilities, costs and revenue in
the consolidated financial information. Actual results could differ
from these estimates. The judgements, estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. The judgements and key sources
of estimation uncertainty that have a significant effect on the
amounts recognised in the consolidated financial information
are:
Estimations:
- Share-based payments: the Group measures the cost of
equity-settled transactions with employees by reference to the fair
value of equity instruments at the date at which they are granted.
The fair value is determined by using the Black-Scholes model
taking into account the terms and conditions upon which the
instruments were granted and requires assumptions to be made in
particular the value of the shares at the date of options granted.
Management have had to apply judgement when selecting
assumptions.
- Receivables provision : the Group reviews the amount of credit
loss associated with its trade receivables, intercompany
receivables and other receivables based on historical default rates
as well as forward looking estimates that consider current and
forecast credit conditions.
Judgements :
- Deferred tax: the extent to which deferred tax assets can be
recognised is based on an assessment of the probability that future
taxable income will be available against which the deductible
temporary differences and tax loss carry-forwards can be utilised.
In addition, significant judgement is required in assessing the
impact of any legal or economic limits or uncertainties.
- Going concern: The financial statements have been prepared on
the going concern basis based on a judgement by the Directors that
the Group will continue to be able to meet its liabilities as they
fall due for the foreseeable future, being a period of at least 18
months from the date of signing these financial statements. In this
context, the Directors have prepared detailed cash flow forecasts
for the next 18 months that indicate the existing activities of the
Group do not require additional funding during that period. The
forecasts were challenged by various downside scenarios to stress
test the estimated future cash position. The Directors note that
the stress tests did not have a significant impact on the cash flow
or cash position of the Group. In addition, current trading is in
line with the forecast.
- Treatment of costs incurred on the equity raise : the decision
of how to split the costs incurred on an equity raise via IPO
requires judgement given that, whilst costs incurred on an equity
raise should be recognised against equity in share premium, costs
that relate to a stock market listing should be recognised as an
expense in the Statement of Comprehensive Income. Costs incurred
relating to Admission were split as follows:
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Share Premium - 596
Statement of
Comprehensive
Income - 637
====================================================== ======================================================
- 1,233
====================================================== ======================================================
4. Revenue
Revenue arises from :
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
EMEA 6,591 7,149
U.S.A. 28,317 27,451
APAC 1,007 1,182
====================================================== ======================================================
35,915 35,782
====================================================== ======================================================
5. Operating segments
The Group is operated as one global business by its executive
team, with key decisions being taken by the same leaders
irrespective of the geography where work for clients is carried
out. The Directors consider that the geographies where the Group
operates have similar economic and operating characteristics and
the products and services provided in each region are all related
to premium native advertising . Management therefore consider that
the Group has one operating segment. The Group report is presented
and measured to the Board as a single segment and is consistent
with the financial statements. As such, no additional disclosure
has been recorded under IFRS 8.
6. Other income
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Other
income 167 -
====================================================== ======================================================
167 -
====================================================== ======================================================
Other income in the year ended 31 December 2022 related t o a
tax refund as a result of an R&D tax credit.
7. Administrative expenses
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Direct staff costs 5,167 4,702
IT and software costs 1,273 834
Legal and professional 754 905
Rent 239 106
Insurance 186 90
Depreciation - leased
assets 107 154
Foreign exchange losses 33 90
Share-based payments 526 2,854
Other administrative
expenses 696 529
====================================================== ======================================================
8,981 10,264
====================================================== ======================================================
During the year the Group obtained the following services from
the Company's auditors as detailed below:
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Audit fees 118 75
Other
services:
Tax
compliance 19 11
Transfer
pricing
advice - 12
Agreed upon
procedures
on
interim
results 15 19
====================================================== ======================================================
152 117
====================================================== ======================================================
8. Reconciliations to Alternative Profit Measures
In order to provide better clarity to the underlying performance
of the Group, Dianomi uses adjusted EBITDA and adjusted earnings
per share as alternative performance measures. These measures are
not defined under IFRS. These non-GAAP measures are not intended to
be a substitute for, or superior to, any IFRS measures of
performance, but have been included as the Directors consider
adjusted EBITDA and adjusted earnings per share to be key measures
used within the business for assessing the underlying performance
of the Group's ongoing business across periods. Adjusted EBITDA
excludes non-cash depreciation charges, share-based payment
charges, other, non-recurring income and non-recurring exceptional
costs from operating profit. Adjusted EPS excludes share-based
payment charges, other, non-recurring income and non-recurring
exceptional items and their related tax impacts from profit after
tax.
The table below sets out the reconciliation of the Group's
adjusted EBITDA and adjusted profit before tax from profit before
tax.
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
====================================================== ======================================================
Profit/(loss)
before
tax 1,147 (618)
====================================================== ======================================================
Adjusting items:
Costs relating to
the
IPO - 637
Share-based
payments 526 2,854
Other income (167) -
====================================================== ======================================================
Adjusted profit
before
tax 1,506 2,873
====================================================== ======================================================
Depreciation 107 154
Net finance
(income)/expense (37) 41
====================================================== ======================================================
Adjusted EBITDA 1,576 3,068
====================================================== ======================================================
The table below sets out the reconciliation of the Group's
adjusted profit after tax to adjusted profit before tax.
====================================================== ======================================================
Adjusted profit
before
tax 1,506 2,873
====================================================== ======================================================
Tax
(expense)/credit (662) 122
Tax impact of
adjusting
items (68) (677)
====================================================== ======================================================
Adjusted profit
after
tax 776 2,318
====================================================== ======================================================
Adjusted profit after tax is used in calculating adjusted basic
and adjusted diluted EPS. Adjusted profit after tax is stated
before adjusting items and their associated tax effects. Adjusted
EPS is calculated by dividing the adjusted profit after tax for the
period attributable to Ordinary shareholders by the weighted
average number of ordinary shares outstanding during the period.
Adjusted diluted EPS is calculated by dividing adjusted profit
after tax by the weighted average number of shares adjusted for the
impact of potential ordinary shares. Potential Ordinary shares are
treated as dilutive when their conversion to Ordinary shares would
decrease EPS. Please refer to note 13 for further detail.
9. Employee information
The average number of persons employed by the Group (including
directors) during the year, analysed by category, was as
follows:
Year to Year to
31 Dec 2022 31 Dec 2021
Number Number
Directors 7 7
Employees 39 34
------------------------------------------------ ------------------------------------------------
46 41
======================================== ========================================
The aggregate payroll costs of these persons (including
directors) were as follows:
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Wages and
salaries 4,537 4,226
Social
security
costs 569 408
Pension
costs 61 69
Share-based
payment
expense 526 2,854
------------------------------------------------ ------------------------------------------------
5,693 7,557
====================================================== ======================================================
A defined contribution pension scheme is operated by a third
party and the Group pays contributions on behalf of the employees.
The assets of the scheme are held separately from those of the
Group in an independently administered fund. The pension charge
represents contributions payable by the Group to the fund.
Contributions amounting to GBPnil were payable to the fund at the
end of 2022 (2021: GBPnil).
Key management personnel include employees across the Group who
together have authority and responsibility for planning, directing
and controlling the activities of the Group. Key management
personnel are considered to be the executive directors of the Group
and details regarding their remuneration are set out below:
FY22
Salary Bonus/ Commission Benefits Pension Total
Name GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
-------------------- ---------- ------------------- ---------- ---------- ----------
Rupert Hodson 220 - 11 2 233
Charlotte Stranner 180 - - 1 181
Raphael Queisser
([1]) 220 - 7 3 230
Robert Cabell
de Marcellus
([1]) 220 - 2 4 226
Total 840 - 20 10 870
-------------------- ---------- ------------------- ---------- ---------- ----------
FY21
Salary Bonus/ Commission Benefits Pension Total
Name GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
-------------------- ---------- ------------------- ---------- ---------- ----------
Rupert Hodson 205 96 7 2 310
Charlotte Stranner
([2]) 133 53 - 1 187
Raphael Queisser 205 96 4 4 309
Robert Cabell
de Marcellus 205 96 4 4 309
Total 748 251 15 11 1,115
-------------------- ---------- ------------------- ---------- ---------- ----------
([1]) Raphael Queisser and Robert Cabell de Marcellus stepped
down from the board and from their positions as COO and CTO
respectively on 15 March 2023.
([2]) Charlotte Stranner joined the board on 27 April 2021
The highest paid director received remuneration of GBP233k
(2021: GBP310k). No share options were exercised by the directors
in the year (2021: nil).
10. Finance income and expenses
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Interest received 41 5
---------------------------------------------- ----------------------------------------------
Total finance income 41 5
============================================ ============================================
Loan note interest - 44
On lease liability 4 2
---------------------------------------------- ----------------------------------------------
Total finance expense 4 46
============================================ ==============================================
11. Taxation
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
UK corporation
tax
Current tax on
income for the
year - -
Adjustments in
respect of prior
periods - -
---------------------------------------------- ----------------------------------------------
- -
================================================= =================================================
Foreign tax
Foreign tax on
income for the
year 662 553
----------------------------------------------- -----------------------------------------------
Total current
tax 553
================================================= =================================================
Deferred tax
Origination and
reversal of
timing
differences - (675)
----------------------------------------------- -----------------------------------------------
Total deferred
tax - (675)
================================================= =================================================
---------------------------------------------- ----------------------------------------------
Taxation on
profit on
ordinary
activities 662 (122)
================================================= =================================================
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the
year is higher than (2021: lower than) the standard rate of
corporation tax in the UK of 19% (2021: 19%).
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Profit/
(loss) on
ordinary
activities
before
taxation 1,147 (618)
======================================================= =======================================================
Profit/
(loss) on
ordinary
activities
multiplies
by standard
rate of
corporation
tax in the
UK of 19%
(20201: 19%) 218 (118)
Effects of:
Expenses not
deductible
for tax
purposes 16 657
Foreign tax 321 225
Difference in
tax rates - (96)
Deferred tax
not
recognised 107 (790)
======================================================= =======================================================
Tax on profit 662 (122)
======================================================= ======================================================
12. Deferred Tax
Deferred Tax Asset
As at As at
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Tax losses 675 675
---------------------------------------- ----------------------------------------
675 675
=============
=========================== ========================================
Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which
the deductible temporary differences can be utilised. There is a
potential additional deferred tax asset of GBP1.3 million in
respect of tax losses of GBP5.1 million which has not been
recognised due to a prudent approach being taken as to the timing
and level of future taxable profits.
13. Earnings per share
The Group presents non-adjusted and adjusted basic and diluted
earnings/loss per share (EPS) for its ordinary shares. Basic EPS is
calculated by dividing the profit/loss for the period attributable
to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period.
Diluted EPS takes into consideration the Company's dilutive
contingently issuable shares. The weighted average number of
ordinary shares used in the diluted EPS calculation is inclusive of
the number of share options that are expected to vest subject to
performance criteria as appropriate, being met.
The profit/(loss) and weighted average number of shares used in
the calculations are set out below:
Year to Year to
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Profit/(loss) attributable to
the ordinary equity holders of
the Group used in calculating
basic and diluted EPS 485 (4 96 )
Basic earnings/(loss) per o rdinary
share (p) 1.62 ( 1.77)
Diluted earnings/(loss) per ordinary
share (p) 1.46 (1 .77)
Year to Year to
31 Dec 2022 31 Dec 2021
Adjusted basic GBP000 GBP000
and diluted EPS
Reconciliation
of earnings
used
in calculating
adjusted EPS:
Profit/(loss)
attributable
to
the ordinary
equity holders
of
the Group used
in calculating
basic and
diluted EPS 485 (4 96 )
Adjusting
items:
Share-based
payments 526 2,854
C osts relating
to the IPO - 637
Other income (167) -
Tax impact of
adjusting
items (68) (6 77 )
====================================================== ======================================================
Profit
attributable
to the
ordinary
equity holders
of the Group
used
in calculating
adjusted basic
and diluted
EPS 776 2,318
Adjusted basic
earnings per
ordinary
share (p) 2.58 8.27
Adjusted
diluted
earnings per
ordinary share
(p) 2.34 7.65
Year to Year to
31 Dec 2022 31 Dec 2021
Weighted
average
number of
ordinary
shares used
as the
denominator
in
calculating
non-adjusted
and adjusted
basic EPS 30,027,971 28,024,038
Weighted share
option
dilution
impact 3,184,268 2,264,678
====================================================== ======================================================
Weighted
average
number of
ordinary
shares used
as the
denominator
in
calculating
non-adjusted
and adjusted
diluted EPS 33,212,239 30,288,716
14. Right-of-use assets
Leased property
GBP000
Cost
At 1 January 2021 -
Additions 257
==================================================
At 31 December 2021 257
==================================================
At 1 January 2022 257
Additions 320
===================================================
At 31 December 2022 577
==================================================
Depreciation
At 1 January 2021 103
Depreciation charge 154
===================================================
At 31 December 2021 257
==================================================
At 1 January 2022 257
Depreciation charge 107
===================================================
At 31 December 2022 364
===================================================
Net book value
At 31 December 2021 -
At 31 December 2022 213
During the year the Company entered into an 18 month lease for
its serviced office premises in London. The total payments due
under the term of the lease amount to GBP0.3 million. Lease
liabilities in respect of right-of-use assets were GBP0.2 million
as at 31 December 2022 (2021: GBPnil). The discount rate used in
determining the present value of the lease liability was 3%. The
interest expense recognised in the statement of comprehensive
income for the year ended 31 December 2022 was GBP4k (2021:
GBP2k).
15. Subsidiaries
The undertakings in which the Group's interest at the year-end
is 20 per cent. or more are as follows:
Subsidiary Country of Principal
undertakings incorporation activity
At 31 Dec At 31 Dec
2022 2021
Business support
Dianomi Inc United States services 100% 100%
Business support
Dianomi PTY Australia services 100% 100%
The registered office of Dianomi Inc is Corporate Service Bureau
Inc., 28 Old Rudnick Lane, Dover, Delaware, 19901. The registered
office of Dianomi PTY is ALM Williams Partners, Level 2, 570 St
Kilda Road, Melbourne, VIC 3004.
16. Trade and other receivables
As at As at
31 Dec 2021 31 Dec 2021
GBP000 GBP000
Current
Trade receivables 7,488 7,169
Prepayments 116 59
Loan receivable 52 97
Other receivables 218 70
---------------------------------------------- ----------------------------------------------
7,874 7,395
============================================== ==============================================
All of the trade receivables were non-interest bearing and
receivable under normal commercial terms. The directors consider
that the carrying value of trade and other receivables approximates
to their fair value.
The loan receivable balances relate to a loan owed from
Buckingham Gate Financial Services Limited, a shareholder and
related party. The loan accrues annual interest at 4%.
The expected credit loss on trade and other receivables was not
material at the current or prior year end. For analysis of the
maximum exposure to credit risk, please refer to note 21.
The impairment loss recognised in the income statement for the
period in respect of bad and doubtful trade receivables was GBP52k
(2021: GBP17k).
The ageing of trade receivables is detailed below:
As at 31 December 2022
< 60 days < 90 days < 180
< 30 days days > 180 days Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gross
carrying
amount 3,626 1,743 814 456 849 7,488
=============================================== ============================================== ============================================ ============================================ ============================================== =================================================
As at 31 December 2021
< 60 days < 90 days < 180
< 30 days days > 180 days Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gross
carrying
amount 3,920 1,459 889 407 494 7,169
=============================================== ============================================== ============================================ ============================================ ============================================== =================================================
17. Cash and cash equivalents
As at 31 Dec As at 31
2022 Dec 2021
GBP000 GBP000
Cash at bank and in
hand 11,663 10,278
============================================ ==============================================
Cash at bank earns interest at floating rates based on bank
deposit rates. Post year end, in March 2023, the Federal Deposit
Insurance Corporation announced that it had been appointed receiver
to SVB Financial Group ("SVB") and the Bank of England announced
that it intended to apply to the Court to place Silicon Valley Bank
UK Limited ('SVBUK') into a Bank Insolvency Procedure. At the time
of the announcements, Dianomi had GBP3.9 million in deposits across
SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK
Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and
other regulators guaranteed all depositors in SVB, with First
Citizens Bank subsequently acquiring Silicon Valley Bridge Bank,
N.A. from the FDIC, meaning that all deposits were safe and
secure.
18. Trade and other payables
As at 31 Dec As at 31
2022 Dec 2021
GBP000 GBP000
Current liabilities
Trade payables 3,035 3,780
Other taxes and social
security
costs 116 228
Contract liabilities 104 376
Other payables and
accruals 4,793 3,697
---------------------------------------------- ----------------------------------------------
8,048 8,081
============================================ =============================================
The fair value of trade and other payables approximates to book
value at each year end. Trade payables are non-interest bearing and
are normally settled monthly.
19. Lease liabilities
As at 31
As at 31 Dec Dec
2022 2021
GBP000 GBP000
Current liabilities
Lease liabilities
219 -
-------------------------------------------- --------------------------------------------
219 -
========================================== ==========================================
The Group leases an office building in London for use by its
staff. The discount rate used in determining the present value of
lease liabilities was the Group's incremental borrowing rate of 3%.
The interest expense recognised in the consolidated statement of
comprehensive income for the year ended 31 December 2022 was GBP4k
(2021: GBP2k). Payments of GBP106k (2021: GBP160k) in respect of
rental payments paying down lease liabilities have been recognised
in the consolidated statement of cash flows.
All other leases are considered short term as the lease terms
are 12 months or less. The total amount recorded in the
consolidated statement of comprehensive income in respect of short
term leases is GBP239k (2021: GBP88k). Remaining commitments on
short term leases are recorded below.
As at 31 Dec As at 31 Dec
2022 2021
GBP000 GBP000
Within one year 27 175
-------------------------------------------- --------------------------------------------
27 175
========================================== ==============================================
19. Financial instruments
The Group's and Company's financial instruments may be analysed
as follows:
As at 31 Dec As at 31 Dec
2022 2021
GBP000 GBP000
Financial assets
Financial assets
measured at
amortised cost:
Cash at bank and in
hand 11,663 10,278
Trade receivables 7,488 7,169
Loan receivable 52 97
Other receivables 218 70
=============================================== ===============================================
19,421 17,614
=============================================== ===============================================
Financial
liabilities
Financial
liabilities measured
at amortised cost:
Trade payables 3,035 3,780
Other payables and
accruals 4,793 3,697
=============================================== ===============================================
7,828 7,477
=============================================== ==============================================
The Group's income, expense, gains and losses in respect of
financial assets measured at fair value through profit or loss
realised a fair value loss of GBPnil (2021: gain of GBP21k).
21. Financial risk management
The Group and Company is exposed to a variety of financial risks
through its use of financial instruments which result from its
operating activities. All of the Group's financial instruments are
classified as loans and receivables. The Group does not actively
engage in the trading of financial assets for speculative purposes.
The most significant financial risks to which the Group is exposed
are described below:
Credit risk
Generally the Group's and Company's maximum exposure to credit
risk is limited to the carrying amount of the financial assets
recognised at the reporting date, as summarised below:
As at 31 Dec As at 31 Dec
2022 2021
GBP000 GBP000
Trade
receivables 7,488 7,169
Other
receivables 386 167
-------------------------------------------------- --------------------------------------------------
7,874 7,336
================================================ ================================================
Credit risk is the risk of financial risk to the Group and
Company if a counter party to a financial instrument fails to meets
its contractual obligation. The nature of the Group's and Company's
debtor balances, the time taken for payment by clients and the
associated credit risk are dependent on the type of engagement.
The Group's and Company's trade and other receivables are
actively monitored. The ageing profile of trade receivables is
monitored regularly by Directors. Any debtors over 60 days are
individually reviewed by Directors every month and explanations
sought for any balances that have not been recovered.
Unbilled revenue is recognised by the Group and Company only
when all conditions for revenue recognition have been met in line
with the Group's accounting policy.
The Directors are of the opinion that there is no material
credit risk at group level.
Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting its obligations associated with its financial
liabilities. The Group seeks to manage financial risks to ensure
sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably.
The tables below analyses the Group's financial liabilities into
relevant maturity groupings based on their contractual
maturities.
The amounts disclosed in the tables are the contractual
undiscounted cash flows. Balances due within 12 months equal their
carrying balances, because the impact of discounting is not
significant.
Contractual maturities of financial liabilities at 31 December
2022
Carrying
Between Between Total contractual amount
Less 6-12 1 and 2 and Over 5 cashflows (assets)/
than months 2 years 5 years years Liabilities
6 months
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Trade and
other
payables 8,048 - - - - 8,048 8,048
============================================ ========================================= ============================================ ============================================ ============================================ ============================================ ============================================
Total 8,048 - - - - 8,048 8,048
======================================= ======================================== ============================================ ============================================ ============================================ ============================================ ============================================
Contractual maturities of financial liabilities at 31 December
2021
Carrying
Between Between Total amount
Less 6-12 1 and 2 and Over 5 contractual (assets)/
than months 2 years 5 years years cashflows Liabilities
6 months
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Trade and
other
payables 8,081 - - - - 8,081 8,081
============================================ ============================================ ============================================ ============================================ ============================================ ============================================ ============================================
Total 8,081 - - - - 8,081 8,081
============================================ ============================================ ============================================ ============================================ ============================================ ============================================ ============================================
Interest rate risk
As at 31st December 2022 and 2021 the Group has no interest rate
risk exposure as the Group had no debt outstanding.
Foreign currency risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily US
Dollars and Australian Dollars. The Group monitors exchange rate
movements closely and occasionally enters into forward contract
agreements to hedge against the potential volatility of
unfavourable foreign exchange rates. The Group ensures adequate
funds are maintained in appropriate currencies to meet known
liabilities. The Group also has trade receivable balances in
foreign currency and monitors the potential effect of any exchange
rate movements on these balances.
The Group's exposure to foreign currency risk at the end of the
respective reporting period, expressed in Currency Units, was as
follows:
As at 31 Dec 2022
GBP000
USD CAD EUR AUD INR SGD
Cash & cash
equivalents 11,017 1,170 249 825 - 265
As at 31 Dec 2021
GBP000
USD CAD EUR AUD INR SGD
Cash & cash
equivalents 7,486 84 731 727 914 225
The Group is exposed to foreign currency risk on the
relationship between the functional currencies of the Group
companies and the other currencies in which the Group's material
assets and liabilities are denominated. The table below summaries
the effect on profit and loss had the functional currency of the
Group weakened or strengthened against these other currencies, with
all other variables held constant.
As at 31 Dec As at 31
2022 Dec 2021
GBP000 GBP000
10% weakening of
functional
currency 193 191
================================================== ==================================================
10% strengthening
of functional
currency (160) (156)
=======================================
================================================== =
The impact of a change of 10% has been selected as this has been
considered reasonable given the current level of exchange rates and
the volatility observed both on a historical basis and market
expectations for future movements.
Fair value of financial instruments
The fair values of all financial assets and liabilities
approximates their carrying value.
Capital risk management policy
The Group's capital management objectives are:
-- to ensure the Group's ability to continue as a going concern
in order to continue to provide returns for shareholders and
benefits for other stakeholders
-- maintain an optimal capital structure to reduce the cost of capital
The Group considers its capital comprises share capital plus all
reserves, which amounted to GBP11.8 million as at 31 December 2022
(2021: GBP10.1 million).
The Group has no debt facilities in place as at 31 December 2022
(2021: GBPnil). Management assesses the Group's capital
requirements in order to maintain an efficient overall financing
structure while avoiding excessive leverage. The Group manages the
capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the
underlying assets.
22. Related party disclosures
Transactions with BGF are disclosed below:
Year ended Year ended
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Annual fee 50 50
Interest on
loan notes - 42
-------------------------------------------------- --------------------------------------------------
50 92
================================================ ==============================================
The amount due to BGF as at 31 December 2022 is GBP77k (2021:
GBP27k). Up until the Company's IPO in May 2021, the annual fee
related to a management fee payable by the Company under the terms
of the investment agreement between BGF and the Company whereby BGF
could appoint a representative to the Board. Following the
Company's IPO, the annual fee relates specifically to Matthew
Singh's (a representative of BGF) services as a Non-Executive
Director.
The Group received revenues of GBP45k (2021: GBP76k) from
Buckingham Gate Financial Services Limited, a company that is
controlled by the shareholders of the Company. As at 31 December
2022 there were trade receivables from Buckingham Gate Financial
Services Limited of GBP4k (31 December 2021: GBP7k). The Group also
has a loan receivable from Buckingham Gate Financial Services
Limited of GBP52k as at 31 December 2022 (31 December 2021:
GBP97k), details of which are set out in note 16. Interest
receivable of GBP3k accrued in the year ended 31 December 2022
(2021: GBP5k).
23. Share capital
Nominal Issued
Ordinary Shares Issued Shares Value Amount
Number GBP GBP
As at 1 January 2021 18,345 0.01 184
Bonus issue 3,100,305 0.01 31,003
Redesignation of A, B and C
ordinary shares to Ordinary
Shares 1,859,514 0.01 18,595
Subtotal 4,978,164 0.01 49,782
Subdivision of ordinary shares 24,890,820 0.002 49,782
Issue of shares pursuant to
exercise of options 3,305,650 0.002 6,611
Issue of shares pursuant to
placing 1,831,501 0.002 3,663
As at 31 December 2021, 1 January
2022 and 31 December 2022 30,027,971 0.002 60,056
-------------------- ------------------- ----------------
A ordinary Nominal Issued
shares Issued Value Amount
Shares Number GBP GBP
As at 1 January
2021 10,361 0.01 104
Bonus issue 1,751,009 0.01 17,510
Redesignation to
Ordinary Shares (1,761,370) 0.01 (17,614)
As at 31
December 2021, 1
January
2022 and 31
December 2022 - -
--------------------------------------- ------------------- -------------------
B ordinary Issued Nominal Issued
shares Shares Value Amount
Number GBP GBP
As at 1 January
2021 602 0.01 6
Bonus issue 101,738 0.01 1,017
Redesignation
to Ordinary
Shares (80,124) 0.01 (801)
Redesignation
to deferred
shares (22,216) 0.01 (222)
As at 31
December 2021,
1 January
2022 and 31
December 2022 - -
------------------ ------------------- -------------------
Issued Nominal Issued
C ordinary shares Shares Value Amount
Number GBP GBP
As at 1 January 2021 106 0.01 1
Bonus issue 17,914 0.01 179
Redesignation to Ordinary Shares (18,020) 0.01 (180)
As at 31 December 2021, 1 January
2022 and 31 December 2022 - -
----------------- --------------- --------------
Deferred shares Issued Nominal
Shares Value Issued Amount
Number GBP GBP
As at 1 January 2021 - -
Redesignation of B ordinary shares 22,216 0.01 222
Repurchase of deferred shares (22,216) 0.01 (222)
As at 31 December 2021, 1 January
2022 and 31 December 2022 - -
------------- ----------- ---------------
On 6 May 2021, GBP49,709.66 of the available GBP1,084,776 of the
Company's share premium account was capitalised through the issue
of bonus ordinary shares of GBP0.01 each, A ordinary shares of
GBP0.01 each ("A Shares"), B ordinary shares of GBP0.01 each ("B
Shares"), and C ordinary shares of GBP0.01 each ("C Shares") to
existing shareholders pro rata to their holdings of ordinary shares
of GBP0.01 each, A Shares, B Shares and/or C Shares. The
capitalisation resulted in an issued share capital of 3,118,650
ordinary shares of GBP0.01 each, 1,761,370 A Shares, 102,340 B
Shares and 18,020 C Shares.
A new set of interim articles of association was adopted by the
Company to reflect its re-registration as a public limited company
and the Company's name was changed to Dianomi plc.
Immediately prior to the Company's admission to trading on AIM
("Admission") taking place, the A Shares and C Shares were
re-designated as ordinary shares of GBP0.01 each in the capital of
the Company on the basis of one ordinary share of GBP0.01 per A
Share or C Share then in issue.
Immediately prior to Admission taking place, the 102,340 B
Shares in issue after the bonus issue described above were
re-designated as 80,124 ordinary shares of GBP0.01 each and 22,216
deferred shares of GBP0.01 each in the capital of the Company.
Immediately after the re-designation of shares described above,
each ordinary share of GBP0.01 was sub-divided into five ordinary
shares of GBP0.002 each.
Immediately on Admission taking place on 24 May 2021, all of the
deferred shares of GBP0.01 each were repurchased by the Company for
an aggregate consideration of GBP1.00 to be satisfied in cash.
Furthermore, on Admission 1,831,501 new ordinary shares of
GBP0.002 pence were issued pursuant to the placing, raising gross
proceeds of GBP5 million for the Company.
24. Share-based payments
The Group operates an equity-settled share-based remuneration
scheme for employees. All UK employees are eligible to participate
in the long term incentive scheme, the only vesting condition being
that the individual remains an employee of the Group over the ten
year vesting period.
The number of options and weighted average exercise price in the
table below have not been adjusted to reflect the share capital
reorganisation in May 2021 as described in Note 23.
Weighted
Weighted average
average exercise exercise
price (pence) Number price (pence) Number
Dec 22 Dec 22 Dec 21 Dec 21
Outstanding at the
beginning
of the period 273 1,594,387 1.0 3,627
Granted during the
period 335 134,627 225.9 1,982,926
Lapsed/exercised
during
the period 335 (7,463) 0.2 (392,166)
-------------------------------------------- ----------------------------------------------- -------------------------------------------- -----------------------------------------------
Outstanding at the
end
of the period 278 1,721,551 273 1,594,387
========================================== ============================================== ============================================ ============================================
Of the total number of options outstanding at the end of the
period, Nil (31 Dec 21: Nil) had vested and were exercisable at the
end of the year.
Certain options granted under the existing option schemes in
place prior to the admission to trading on AIM of the Company's
share capital ("Admission") were due to lapse on 17 May 2021, and
all but two of these lapsing options were replaced with equivalent
options. Of the two other lapsing options, one of these was
replaced with an option over a greater number of ordinary shares.
All of the options granted under the existing option schemes in
place prior to Admission were exercised immediately on
Admission.
On Admission, new option schemes were established and a total of
1,640,926 options were granted under these new option schemes with
an exercise price of 273p. During the year ended 31 December 2021,
46,539 options lapsed as a result of employees leaving the
Group.
During the year ended 31 December 2022 134,627 options were
granted with an exercise prices of 335 pence. 7,463 options lapsed
as a result of employees leaving the Group.
The Black-Scholes option pricing model was used to value the
equity-settles share-based payment awards as it was considered that
this approach would result in materially accurate estimate of the
fair value of the options granted.
The inputs into the model were as follows:
Post-IPO Option Scheme
---------------------------------------------------------------
Weighted average share price at
grant date (GBP) 2.78
Weighted average exercise price
(GBP) 2.78
Volatility (%) 44.00%
Weighted average vesting period
(years) 3
Risk free rate (%) 3.482%
Expected dividend yield (%) -
--------------------------------- -----------------------------
The share-based remuneration expense comprises:
As at As at
31 Dec 2022 31 Dec 2021
GBP000 GBP000
Equity-settled schemes 526 2,854
========================================== ==========================================
25. Reserves
Share Capital
Share capital represents the nominal value of share capital
subscribed.
Share Premium
Share premium represents the funds received in exchange for
shares over and above the nominal value, offset by costs incurred
on the raise of equity.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve
into which amounts are transferred following the redemption or
purchase of the Company's own shares.
Foreign currency translation reserve The foreign currency
translation reserve represents exchange differences that arise on
consolidation from the translation of the financial statements of
foreign subsidiaries.
Retained earnings
The retained earnings reserve represents cumulative net gains
and losses recognised in the statement of comprehensive income.
Share option reserve
The share-based payment reserve represents amounts accruing for
equity settled share options granted plus the fair value of share
options exercised upon IPO.
26. Ultimate controlling party
There is no ultimate controlling party as at 31st December 2022
nor was there as at 31 December 2021.
27. Events after the balance sheet date
On 15 March 2023 the Company announced that Raphael Queisser and
Robert Cabell de Marcellus were stepping down from the board and
their positions as COO and CTO respectively. The departures of
Raphael and Cabell were part of an internal reorganisation
involving a number of other personnel changes in order to ensure
the optimal structure for the Group and to align the cost base to
the current climate. The costs associated with the reorganisation,
estimated to be circa GBP0.9 million will be classified as
exceptional in the Financial Statements for the year ended 31
December 2023 and excluded from alternative performance measures
such as Adjusted EBITDA and Adjusted EPS.
28. Contingent liabilities and contingent assets
The Group had no contingent liabilities or contingent assets at
31 December 2022 (31 December 2022: GBPnil).
29. Capital Commitments
The Group's capital commitments at 31 December 2022 are GBPnil
(31 December 2021: GBPnil).
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END
FR FFFVLSDIALIV
(END) Dow Jones Newswires
April 20, 2023 02:00 ET (06:00 GMT)
Dianomi (LSE:DNM)
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De Abr 2024 a May 2024
Dianomi (LSE:DNM)
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