Final Results

22 July 2021

Ideagen PLC

("Ideagen," "the Company" or the "Group'')

Audited Final Results

Structural tailwinds and SaaS model driving organic growth; performance in line with expectations

Ideagen PLC (AIM: IDEA), a leader in compliance software for regulated industries, announces its audited final results for the year ended 30 April 2021.

Strategic highlights

Acceleration of market opportunity

Demonstrated success with transition to SaaS

Successful £48.7m fundraising to support acquisition pipeline

Continued international expansion

Driving positive social and environmental impact

A growing team of experts

Financial highlights

Performance in line with market expectations

Increased visibility of revenues and quality of earnings

Strong cash position and robust balance sheet

Post-period highlights

Outlook

Ben Dorks, Chief Executive Officer of Ideagen, said:

"I am very proud of our performance in the past year despite the pandemic, which reflects our strong position and is testament to our commitment to becoming a SaaS business. We continued expanding our geographic presence with more than 6,000 customers around the world, made three acquisitions, and achieved strong ARR growth across a range of vertical markets.

We approach the FY22 from a position of strength and look forward to building on this momentum by continuing to invest in our people, our products, and our customers. We have a highly cash generative business and this, when combined with the successful fundraising earlier this year and the extension of our debt facilities, puts Ideagen in an excellent position to fund organic growth and pursue our strategy of acquiring businesses that extend our leadership in compliance software for regulated industries.

Our team's dedication and resilience as well as the continued execution of our growth strategy give me great confidence about the current year and beyond."

Enquiries:

About Ideagen plc

Ideagen's software helps companies comply with regulation and manage risk.

Ideagen is a leader in the +$30 billion regulatory and compliance software market, serving highly regulated industries such as life sciences, healthcare, banking and finance and insurance. Ideagen has made twenty three acquisitions to build its market leadership.

More than 6,000 organisations use Ideagen's software, including nine of the top 10 UK accounting firms, all of the top aerospace and defence companies and 75% of leading pharmaceutical firms.

Ideagen has a diversified customer base including blue chip, global brands such as Heineken, British Airways, BAE, Aggreko, US Navy, Bank of New York and Johnson Matthey, as well as 250 hospitals across the UK and US.

Ideagen is headquartered in the UK, listed on the London Stock Exchange AIM market (Ticker: IDEA.L), and has key hubs in the UK, EU, US, Middle East and South East Asia. For further information please visit www.ideagen.com.

Chairman's Statement

A successful year

It is with great pleasure that I write my first annual statement as Chairman and share with you my reflections on our 2021 financial year. To grow so significantly, despite the unprecedented disruption from the greatest global crisis in decades, underlines the resilience and sustainability of the Group's business model. It was another year of progress for Ideagen, reflecting the quality of our commercial proposition, processes and the talent and commitment of our people. 

I would like to take this opportunity to recognise the contribution of David Hornsby to Ideagen following his retirement as Executive Chairman in May 2021. David's tenure is exceptional in current times, serving as Executive Chairman for three years, and before that as CEO for nine years. As part of these changes, I became Non-Executive Chair, and Ben Dorks (CEO) and Emma Hayes (CFO) took on David's executive responsibilities. David's legacy is a strong leadership team with a clear strategy to grow Ideagen in the highly attractive compliance software market. 

Positioned for sustainable growth

The compliance software market in which Ideagen is a leader, is global and highly attractive. Simply put, Ideagen serves businesses which have to meet ever-more complex regulatory and compliance requirements. This is a long-term, structural growth driver which is accelerating.

Evolving our leadership

Ideagen strengthened its leadership with the appointment of Emma Hayes as CFO in July 2020. Emma has added significant expertise to the leadership team and Board from her previous roles including Group Finance Director - Capital Delivery & Commercial at Severn Trent, and corporate finance adviser at Deloitte. 

Governance

My role at Ideagen is to ensure a disciplined and rigorous approach to governance. I have been impressed by the leadership within the Group since joining the Board in 2019. The Board was delighted to welcome Julian Clough as a Non-Executive Director in November 2020. Julian adds considerable experience of the audit and financial services sectors from a 40-year career at a number of leading accountancy firms. As previously announced, Alan Carroll has agreed to postpone his planned retirement as a Non-Executive Director of the Group to provide continuity and maintain levels of experienced Non-Executive board representation. During the year Barnaby Kent stood down from the Board as a statutory director. He remains a member of the Group's senior leadership team as Chief Operating Officer.

Acquisitions

Ideagen completed three acquisitions during the year, for a combined consideration of approximately £54m. Our shareholders share the Board's confidence in the strength of our business model and the opportunity ahead, as shown by the successful placing and open offer in December 2020, which raised gross proceeds of £49m and was heavily over-subscribed. Our acquisition pipeline remains healthy. The Board evaluates each acquisition on its merits to ensure it is good use of Ideagen's financial resources and will support the Group's long-term strategy.

Financial progress and dividends

I am pleased to announce that Ideagen grew revenues and EBITDA by 16% and 24% respectively during the year, and met external performance expectations. 

The Board's confidence in the Group is reflected in a recommended final dividend of 0.25p per share giving a total dividend for the year of 0.37p, an increase of 15.6%. The final dividend is subject to approval by shareholders at the forthcoming AGM and will be paid on 24th November 2021 to shareholders on the register at 5th November. The corresponding ex-dividend date is 4th November 2021.

Summary

I would like to thank all Ideagen stakeholders especially all Ideagen employees around the world who have had to cope with an extraordinary working environment. Also, our customers and our investors who in combination have all helped to build our business in an important year for Ideagen.

2020/21 has been another successful year for Ideagen, marking the 12th successive year of growth. Ideagen's leadership team, strategy and goals are focused on continuing to drive organic growth within the compliance software market, which continues to offer new opportunities for the Group and its products. The Group is in a very strong financial position with the resources and flexibility to support growth organically and by acquisition. In this light, I have every confidence in the outlook and prospects of the business for the future.

Richard Longdon

Non-Executive Chairman 

Chief Executive Officer's review

Purpose and business model

Ideagen has a clear and simple purpose. We make it easier and more cost effective for businesses to comply with regulations and mitigate risk: contributing where it matters for our clients.

This purpose is reflected in our business model.

We focus on three areas - Assurance, Compliance and Collaboration. Assurance: Helping our customers to maintain safe, legal and efficient operations that satisfy customers, regulators and the wider society. Compliance: Helping our customers to navigate confidently through ever-changing industry regulations that apply to them and how best to meet their obligations. Collaboration: Our customers can work together in a secure virtual workspace platform, connecting people from multiple diverse locations to make project delivery faster and more efficient.

Our software helps companies manage many areas of risk and compliance by solving complex quality, risk, audit, and compliance challenges. Our customers operate in highly regulated industries including life sciences, healthcare, aviation, banking and finance and insurance.

Market opportunity and growth strategy

Ideagen is a leader in the $31.2 billion1 regulation and compliance software market.

Businesses around the world need innovative software and services to help them meet increasingly stringent compliance, quality, safety, and regulatory risk requirements. This is the fundamental structural growth driver for Ideagen.

We are set up to deliver sustainable long-term growth, organically and via acquisitions, to build our leadership in the global compliance software market.

To capture this market opportunity, we have built our business around three core pillars: our People, our Customers and our Products. These pillars are the foundation of our culture. We invest in our people to build great products for our customers. These customers in turn provide the revenue to feed back into the cycle for continuous improvement of our people, our products and back onto our customers.

We continue to invest in product development to ensure we are at the heart of the accelerating shift towards a cloud and subscription economy. We ensure consistent delivery across all our platforms, unified under and distributed through Ideagen Common Services Architecture (ICSA) and licensed software technology to deliver world class governance, risk and compliance outcomes for our customers on a long-term basis. ICSA provides a common user interface for all products integrated in the platform, delivering consistency in service delivery and user experience.

SaaS model driving organic growth

Ideagen's SaaS model drives organic growth, giving greater visibility of revenues and higher quality of earnings. We see recurring revenue as our primary metric and driver for long-term value. ARR recognised during the financial year was up 26% to £54.2 million (2020: £43.1 million), and now accounts for 83% of total revenues (2020: 76%).

The ARR book of contracted revenue to be recognised over the coming 12 months increased by 50%, reflecting strong organic growth of approximately 13% in addition to acquisitions. 

The Group reported total revenue up 16%, and adjusted EBITDA up 24% to £22.9 million, with organic growth driven by expanding existing customers and winning new customers in core sectors such as Life Sciences, Healthcare and Financial Services. The Group won approximately 600 new customers this year, including global leaders such as the World Health Organisation, Baker Tilly, Voyageur, PHI Aviation and Sipchem. In the financial year Ideagen grew international revenues by 13%, which account for 56% of total revenues.

Our SaaS model also supports excellent cash generation. Operational cashflow was 109% of adjusted EBITDA. Ideagen is in an excellent position to fund organic growth and pursue its strategy of acquiring businesses that extend or reinforce its leadership in compliance software for regulated industries, with a robust balance sheet and net debt at the period end of £11.0 million. This platform for investment is further strengthened by our recent refinancing. Ideagen has total available debt facilities of up to £100 million.

Consolidating a fragmented market

To complement our market leadership, we have made 21 acquisitions in just over a decade as part of our consolidation of a fragmented market. Ideagen has a track record of adding technological innovation in the regulatory and compliance market, improved speed to market, and superior access to markets and customers via acquisition.

Ideagen remains committed to the active integration of every acquisition, based on a proven 72-point framework. Our model is designed to enable all parts of our company to replicate best practice, share domain expertise, benefit from our integrated IT, finance and support functions and centralised infrastructure.

Ideagen made three acquisitions in the year, for a combined consideration of c.£54m.

To further strengthen our current QMS platforms, we acquired Qualsys, a fast-growing supplier of cloud-based Quality Management Software to a number of highly regulated industries, serving customers such as Diageo, Unilever, Honeywell and BT.

To integrate with PleaseReview and support ongoing demand to meet regulatory requirements and the increased need for people to be able to work collaboratively from multiple locations, we acquired Huddle, a leading supplier of SaaS based regulated collaboration software primarily in the UK and USA. Huddle serves customers such as the Department of Defense, the UK Home Office, and EDF Energy.

To support our growth in the key US market, and enhance our existing offering, we acquired Qualtrax, whose products help companies meet their assurance obligations through business process automation. Qualtrax has 340 customers including Colorado Bureau of Investigation. Qualtrax's Chief Executive Officer has moved into a new position within Ideagen, Senior Vice President for North America. This provides in geography leadership across our US operations from someone with sector experience and a proven track record, creating a strong structure with which to grow our North American business.

On track for long-term targets

Ideagen has a clear and long-term plan to grow at pace by increasing the level of recurring revenue, generating strong, sustainable EBITDA margins and converting high levels of cash. Organic growth is at the heart of this plan, with strategically complementary acquisitions fuelling the pace of growth.

Ideagen's long-term plan is to build upon its SaaS business model and market leadership in quality, risk, audit, and compliance software in the next three years.

COVID

Given the unprecedented economic and social disruption that COVID-19 created, we are pleased with the Company's resilient performance and robust position this year. This reflects the resilience of the Group's business model, the defensive markets in which we operate and, most importantly, the character and determination of our employees.

We acted swiftly and decisively to realign our cost model to prevailing trading patterns at the beginning of our financial year, including pragmatic measures to reduce our annual cost base by approximately £4 million. A small level of UK government support was claimed at the start of the pandemic via the furlough scheme (c.£0.1 million) but was repaid in full during the year.

I am particularly proud of the way the Ideagen team has pulled together through various lockdowns, during which the health and safety of our employees has been our primary concern. Our colleagues moved to a home working environment and our offices remained closed throughout the majority of our 2021 financial year, opening only when it was safe to do so in order to provide a place for those who wanted to work in the office for personal and mental health reasons. The business continues to operate effectively due to our tight integration and investment in cloud-based IT infrastructure and our business continuity and risk management plan is available to all customers on our customer portal.

Ideagen's model is also well placed for a post-COVID world: it is highly resilient, focused on organic growth and the fragmented market offers opportunities to extend Ideagen's market position via acquisition.

Environmental, Sustainability and Governance

Ideagen is intrinsically linked with the values that are known collectively as ESG and its products enable customers to support their own purpose and goals in these areas. In the ESG Report we are proud to report progress made during the year across a range of environmental, social and governance measures and excited to announce an ambitious carbon reduction plan that will take us to Net Zero status by 2030. We have also committed to Think Big a long-term social mobility and tech-inclusion programme, the first of its kind for Ideagen, which will be delivered in conjunction with the Nottingham Forest Community Trust.

Current trading and outlook

Trading for the year has started well and is in line with management expectations, supported by high levels of recurring revenue from our 6,000-strong customer base. We are in an excellent position to fund acquisitions, based on the strength of our balance sheet and cash generation, as we pursue a healthy acquisition pipeline. We remain confident of the Group's prospects for the future based upon the structural drivers and market opportunity in the sector, as well as the continued execution of the Group's strategy. We look forward to updating shareholders on progress during our 2022 financial year.

Chief Financial Officer's Review

Financial Review

In the year ended 30 April 2021, the Group generated revenues of £65.6 million (2020: £56.6 million), an increase of 16%. Recurring revenues recognised in the period increased by 26% to £54.2 million (2020: £43.1 million) and represented 83% of total revenue (2020: 76%).

Within our recurring revenues, SaaS increased by 46% to £32.2 million (2020: £22.1 million) which at 49% now represents the largest element of total Group revenue. Recurring Support & Maintenance revenues grew to £22.0 million (2020: £21.0 million).

The Annualised Recurring Revenue book of contracted revenue to be recognised over the coming 12 months increased by 50% during the financial year to £69.3 million (2020: £46.2 million)2. This comprises organic growth of 13% with the remainder from the three acquisitions made during the year.

Total non-recurring revenues recognised in the year were £11.5 million (2020 £13.5 million), representing 17% of total revenue (2020: 24%). This is in line with the Group's transition towards a fully SaaS model by reducing licence sales and delivering a lower relative level of professional services activity. In the year, perpetual licence revenues decreased to £6.3 million (2020: £7.2 million). Professional services revenues were £5.2 million (2020: £5.9 million).

Pro-forma organic revenue growth was 3% (2020: 5%). Pro-forma organic revenue growth is calculated by comparing constant currency revenue for the year against the previous year, excluding revenues from acquisitions at the point they joined the group. Changes in revenue within the core business and from acquisitions after the point of entry into the Group are reflected in organic growth.

Adjusted EBITDA increased by 24% to £22.9 million (2020: £18.5 million). The Group uses adjusted EBITDA to provide a better understanding of the underlying operating business performance. The adjustments to Operating profit are set out in Note 3. Costs continued to be very tightly controlled and benefitted from decisions taken during March and April 2020 to reduce the cost base through restructuring of certain operational functions. The adjusted EBITDA margin was 34.9% (2020: 32.7%). Gross margin increased slightly to 92.0% (2020: 90.9%). We recognise the need to continue targeting investment in our staff and the operational systems of the business to support continued growth and provide a strong, scalable platform for long term value creation.

The Group has significant intangible assets, primarily from the acquisitions that it has made. Amortisation of acquisition intangibles of £12.1 million (2020: £9.5 million) represents the majority of the total depreciation and amortisation charge of £16.7 million (2020: £12.9 million). Amortisation of development costs amounted to £2.5 million (2020: £1.8 million).

The share-based payment charge of £3.0 million (2020: £1.7 million) relates to the Group's equity-settled share option schemes including the Long-Term Incentive Plans and the Share Incentive Scheme for employees. The charge included £0.7 million (2020: £nil) of national insurance costs on the exercise of non-tax efficient options. Excluding the national insurance costs, the share-based payment charge does not represent a cash cost to the Group.

The Group incurred acquisition costs of £1.3 million, mainly related to the acquisitions of Qualsys, Huddle and Qualtrax during the year (2020: £0.4 million) in respect of the acquisitions made in that financial year). Acquisition costs as a percentage of deal consideration remained consistent year on year at 2% (2020: 2%).

Finance costs for the year were £1.0 million (2020: £0.8 million). Borrowing facilities were used to assist with financing business acquisitions made in the year. As a result of the above, the Group made a profit before tax of £0.8 million (2020: loss of £0.1 million), the increased profit at a pre-tax level being largely due to the £2.0 million exceptional impairment charge against receivables recorded in 2020, which did not recur in the year to April 2021.

A reconciliation of Adjusted EBITDA to profit/(loss) before taxation is given below:

The adjusted Group tax charge amounted to £2.5 million (2020: £2.1 million). This has been adjusted to exclude the deferred tax effects associated with the amortisation of acquisition intangibles and share based payment charges and the tax effects of the exceptional impairment of receivables, restructuring costs and RDEC grant income. The adjusted Group tax charge represents 14.3% (2020: 14.5%) of adjusted profit before tax of £17.3 million (2020: £14.3 million). The Group's historical losses and tax deductions linked to the exercises of share options in particular have significantly reduced the Group's cash liability to UK corporation tax on the profits for the year.

Adjusted diluted earnings per share increased by 15% to 6.18 pence (2020: 5.36 pence).

The Group's financial position has continued to strengthen during the year with net assets increasing to £125.6 million (2020: £76.9 million).

The value of intangible assets increased to £174.9 million (2020: £113.8 million) mainly due to the in-year acquisitions of Qualsys, Huddle and Qualtrax. The Group capitalised £3.9 million (2020: £3.9 million) of R&D development costs during the year which represented 5.9% (2020: 6.9%) of total revenues and 37% of total research and development costs (2020: 45%).

Capital expenditure on property, plant and equipment totalled £2.6 million (2020: £0.9 million). Approximately £2.1 million of this related to non-recurring investment in the Group's new global headquarters in Nottingham. 

Cash generated by operations during the year amounted to £25.0 million (2020: £18.1 million). This represents cash conversion of approximately 109% (2020: 97%) of adjusted EBITDA; an increase driven mainly through the focus on cash collection. A review of the order to cash process helped identify opportunities to improve the speed of collection and a concerted effort on issue resolution helped clear some older outstanding balances.

Total trade receivables at 30 April 2021 were £16.1 million (2020: £15.3 million) of which 66% was not yet due (2020: 51%). Cash collection has been strong during the year. Days Sales Outstanding were 60 as at 30 April 2021 (2020: 76) based on a count-back methodology calculated by reference to invoiced sales outstanding at the year end. 

The deferred income creditor of £34.7 million (2020: £22.8 million) represents the element of ARR which has been invoiced to customers in advance but is deferred to be recognised as revenue in the future. This does not represent a cash liability.

Free Cash Flow, defined as net cash generated by operating activities less capital expenditure and payments for development costs, amounted to £13.1 million (2020: £11.1 million). This represents 19.9% of Revenue (2020: 19.6%). Adjusted Free Cash Flow, which is before payments of acquisition costs of £1.5 million in the year, was £14.6 million representing 22.2% of Revenue. As noted above, the current year's figures include a one-off £2.1 million capital investment in the Group's new head office building.

In December 2020, an equity placing representing approximately 9.9% of the Company's existing share capital raised £47.2 million net of associated costs. It was agreed by the Board that the placing would provide enhanced financial strength with which to improve the long-term prospects of the business. The funds were raised for the execution of identified M&A opportunities to help accelerate future growth without the need for additional debt funding. To enable the Group's retail investor base to participate in the fundraising, a 1% allocation was made available via Primary Bid. This element of the placing was fully subscribed. The majority of monies raised were deployed to fund two acquisitions - Huddle and Qualtrax - which had combined consideration of £38.9 million with the balance of cash used to reduce the Group's Revolving Credit Facility. 

The Group ended the year with net bank debt of £11.0 million (2020: £16.8 million) representing approximately 0.5 times adjusted EBITDA for the year. In May 2021, the Group extended its total available debt facilities to £100 million through a new three year committed credit facility of £75 million with a further approved but uncommitted accordion facility of up to £25 million. This replaces the Group's previous banking facilities of up to £50 million.

Outstanding deferred consideration on business acquisitions amounted to £1.9 million at 30 April 2021 (2020: £0.5 million - all paid within the financial year ended 30 April 2021), all of which is due for payment in the financial year ended April 2022.

The deferred income tax liability of £18.0 million (2020: £9.1 million) is mainly in respect of the Group's intangible assets and also does not represent a future cash liability for the Group.

A final dividend of 0.25p per share is proposed by the Board and would give a total dividend for the year of 0.37p, an increase of 15.6%. The final dividend is subject to approval by shareholders at the forthcoming AGM. If approved, it will be paid on 24th November 2021 to shareholders on the register at 5th November.

The Board measures the performance of the Group against budgets and its strategic objectives on a regular basis. The following key financial performance indicators are used by management as part of this ongoing assessment.

Key Performance Indicators 

Ideagen plc

Group Statement of Comprehensive Income for the year ended 30 April 2021

Ideagen plc

Group Statement of Financial Position at 30 April 2021

Ideagen plc

Group Statement of Financial Position at 30 April 2021 (continued)

Ideagen plc

Group Statement of Changes in Equity for the year ended 30 April 2021

Ideagen plc

Group Statement of Changes in Equity for the year ended 30 April 2020

Ideagen plc

Group Statement of Cash Flows for the year ended 30 April 2021

Ideagen plc

Group Statement of Cash Flows for the year ended 30 April 2021 (continued)

Ideagen plc

Notes to the Financial Statements for the year ended 30 April 2021

1 Accounting policies

Reporting entity, principal activities and basis of preparation

Ideagen plc is a public limited company, incorporated and domiciled in England & Wales. The ordinary shares of the Company are traded on the AIM market of the London Stock Exchange.

The principal activities of the Group are the development and sale of information management software to businesses in highly regulated industries and the provision of associated professional services and support.

The business has a track record of organic and acquisitive growth, having made 18 acquisitions before 30 April 2020 and a further 3 in the year ended April 2021. There is an established process for the execution and integration of acquisitions, both from an operational and financial perspective. This includes a 72-point checklist and staff members across the business with deep integration experience. The approach to accounting for goodwill and intangibles is set out in the Accounting Policies note below.

The financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006.

The results shown do not constitute statutory financial statements for the year ended 30 April 2021 within the meaning of section 435 of the Companies Act 2006 but are extracted from those financial statements. Statutory accounts for the year ended 30 April 2021 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, being the functional currency of the Group, generally rounded to the nearest thousand. The annual financial statements have been prepared on the historical cost basis, except for derivative financial instruments which are carried at fair value.

The Group financial statements include all of its subsidiary undertakings made up to 30 April 2021. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All intra-group balances and transactions are eliminated. The financial statements of all subsidiaries are prepared up to the same date as the parent Company with the exception of Ideagen EOOD in Bulgaria which makes its financial statements up to 31 December each year as required by Bulgarian law.

The preparation of financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.

Going Concern

Our going concern assessment and related disclosure has been enhanced this year in view of the ongoing uncertainty around the COVID-19 pandemic, and its potential macroeconomic impact. The approach focuses on a review of the following factors:

· External market dynamics and any changes or trends likely to impact demand or the competitive landscape

· Current financial condition of the business, including recurring revenue, profitability and cashflow trends and forecasts

· Banking facilities and liquidity position

· Customer relationships

· Other business risks

A comprehensive assessment is made of each area taking into account all available information - internal and external - and focused on a one year period from approval of the financial statements.

Our decisions and actions during the pandemic have been based on the principles of protecting our people, ensuring our business remains strong and working collaboratively with our customers through the challenges they face. Management of this transition has been effective and due to systems and processes established prior to the pandemic has had a limited impact on the operational performance of the Group.

At the outset of the pandemic in the UK, the directors reviewed the business and took the strategic decision to reduce cost via a targeted redundancy programme. These decisions were both an acceleration of strategic initiatives in moving towards a digital marketing function and a reshaping of the operational cost base. The savings provided additional financial resilience at a point when COVID-19 was starting to unfold.

1 Accounting policies (continued)

Foreign currencies

In preparing the financial information of each individual group entity, transactions in currencies other than the entity's functional currency are recognised at the rates of exchange prevailing at the date of those transactions. At the end of the financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

For the purposes of the consolidated financial information, the assets and liabilities of foreign operations are translated into sterling using exchange rates prevailing at the end of each financial year. Income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the year, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising are recognised in other comprehensive income and accumulated in a foreign currency translation reserve within equity.

Leases

Leases - company as lessee

At inception of the contract, the group and company assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The right-of-use assets and lease liabilities are presented as separate line items in the statement of financial position.

Lease liabilities are measured at the present value of the 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 and company's incremental borrowing rate on commencement of the lease is used.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated over the term of the respective lease.

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 12 months or less.

Derivative financial instruments

The Group and company uses foreign currency forward contracts to reduce its exposure to risks from foreign exchange movements. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. Changes in the fair value of derivatives are recognised in profit or loss, within operating costs.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Exceptional items

The Group presents as exceptional items on the face of the Statement of Comprehensive Income those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to better understand the elements of financial performance in the year, so as to facilitate comparison with prior years.

1 Accounting policies (continued)

Taxation

The tax charge or credit is based on the result for the year and comprises current and deferred income tax.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year-end date and includes any adjustment to tax payable in respect of previous years.

Deferred income tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities included in the financial statements and the tax base of those assets and liabilities. Deferred income tax assets are recognised only to the extent that the directors consider that it is probable that there will be suitable taxable profits in the future against which an asset can be utilised.

Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the year-end date. Deferred income tax assets and deferred income tax liabilities arising in different tax jurisdictions are not offset.

Provisions

Provisions are made where an event has taken place that gives the Group and Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Group and Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Pensions and post-retirement benefits

The Group operates a defined contribution pension scheme which is available to all employees. The assets of the scheme are held separately from those of the Group in independently administered funds. Payments are made by the Group to this scheme and contributions are charged in the Statement of Comprehensive Income as they become payable.

Goodwill

Goodwill arising on business combinations is initially measured at cost being the excess of the fair value of the consideration paid over the Group's interest in the net fair value of the identifiable assets and liabilities acquired. Costs of acquiring businesses are expensed as incurred. Goodwill is subsequently measured at cost less any accumulated impairment losses.

Goodwill is not amortised but is reviewed annually for impairment. Impairment is determined by assessing the recoverable amount of the cash-generating unit which contains the goodwill. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the Statement of Comprehensive Income.

Other intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. The estimated useful life and amortisation method are reviewed annually with the effect of any changes being reflected on a prospective basis.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at their initial fair value less amortisation and accumulated impairment losses.

Research costs are expensed as incurred. An intangible asset arising from development expenditure on a project is only recognised if management considers that it is technically feasible and that there are sufficient resources available to complete the asset so that it will be available for use or sale, that it intends to complete and is able to sell or use the asset to generate future economic benefits and that the costs of the development project can be measured reliably. Following the initial recognition of the expenditure, the asset will be carried at cost less accumulated amortisation and impairment losses.

1 Accounting policies (continued)

Amortisation is applied once the asset is available for use to write off the cost over the period which is expected to benefit from the sale of the asset.

The annual amortisation rates applied to the Group's intangible assets on a straight-line basis are as follows:

Software 20%

Development costs 20%

Customer relationships 10%

Amortisation charges are included in 'Depreciation and amortisation' in the Statement of Comprehensive Income.

The Company's investments in subsidiaries

The Company recognises its investments in subsidiaries at cost less any impairment in its separate financial statements. Costs of acquiring businesses are expensed as incurred. Impairment is determined by assessing the recoverable amount of the investment. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in the Statement of Comprehensive Income.

The recoverable amount is determined using a value in use methodology based on discounted cash flow projections.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated at the annual rates shown below so as to write off the cost, less any estimated residual values, over the expected useful economic lives of the assets concerned:

· Office equipment at 15% - 33% on a straight-line basis

· Motor vehicles at 25% - 33% on a reducing balance basis

· Leasehold improvements over the remaining lease term

· All other plant and equipment assets at 15% - 33% on a straight-line basis.

The remaining useful lives and residual values of property, plant and equipment are reassessed by the directors each year.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any indication exists, the carrying values are written down to the recoverable amount.

Impairment of non-financial assets

The Group reviews the carrying amounts of its tangible and intangible assets if there is a triggering event to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount provided that this does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method less any allowance for expected credit losses.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. The expected loss rate against certain balances is adjusted where there are specific indicators that the trade receivable is either irrecoverable or the risk of loss is high. Indicators include, amongst others, the failure of a debtor to engage in a repayment plan with the Group or a failure to make contractual payments for a period greater than 120 days past due.

1 Accounting policies (continued)

Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand. For the purpose of the Statement of Cash Flows, cash and cash equivalents as defined above are stated net of any outstanding bank overdrafts.

Trade and other payables

Trade and other payables are recognised initially at fair value. After initial recognition, they are measured at amortised cost using the effective interest method.

Contract liabilities are recognised when payment from a customer is received in advance of performance obligations being satisfied. Contract liabilities are shown as deferred revenue within trade and other payables.

Financial liabilities and equity instruments

Equity and debt instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

The Group's financial liabilities include trade and other payables and borrowings which are measured at amortised cost using the effective interest rate method.

An equity instrument is any contract which evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group, such as share capital and share premium, are recognised at the proceeds received net of direct issue costs.

Contingent consideration

Contingent consideration is initially measured at fair value at the date of completion of the acquisition.

The accounting for changes in the fair value of contingent consideration arising on business combinations that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is remeasured to fair value at subsequent reporting dates and the corresponding gain or loss is recognised in the Statement of Comprehensive Income.

Share-based payments

The cost of equity settled transactions with employees is measured by reference to the fair value on the date they are granted. Where there are no market conditions attaching to the exercise of the options, the fair value is determined using a range of inputs into a Black-Scholes pricing model. Where there are market conditions attaching to the exercise of the options a trinomial option pricing model is used to determine fair value based on a range of inputs. The value of equity-settled transactions is charged to the Statement of Comprehensive Income over the period in which the service conditions are fulfilled with a corresponding credit to a share-based payments reserve in equity.

On the exercise of share options, an amount equal to the fair value of the option at the date it was granted is transferred from the share-based payments reserve into retained earnings.

The Group has a Share Incentive Scheme under which all eligible employees can be awarded free shares. The fair value of shares awarded under the Scheme is the market value of those shares at the date of grant which is then recognised on a straight-line basis over the vesting period. The free shares awarded are issued at nominal value and held in a trust managed by a third-party trustee. On vesting, an amount equal to the fair value of the shares at the date the shares were awarded is transferred from the share-based payments reserve into retained earnings.

Dividends

Dividends distributed to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends are approved by the Company's shareholders or, in the case of interim dividends, when they are paid.

1 Accounting policies (continued)

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets, liabilities, revenues and expenses. However, the nature of estimation means that actual outcomes could differ from those estimates.

In applying the Group's accounting policies, management has made the following judgements and estimates which have the most significant effect on the amounts recognised in the financial statements.

Acquisition intangibles

The Group initially measures the separable intangible assets acquired in a business combination at their fair value at the date of acquisition. Management judgement is required in deriving a number of assumptions which are used in assessing the fair value of each acquisition intangible including the timing and amount of future incremental cash flows expected to be generated by the asset and in calculating an appropriate cost of capital. Management judgement is also required in assessing the useful economic lives of these assets for the purposes of amortisation.

Deferred income tax assets

Management judgement is required to determine the amount of deferred income tax assets that can be recognised, based on the likely timing and level of future taxable profits. Details of the deferred income tax assets recognised in respect of trading losses and share-based payments are given in Note 7.

Share-based payments

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Judgement is required in determining the most appropriate valuation model and the most appropriate inputs into the model including the level of volatility and the expected life of the option. Further information is given in Note 24.

Impairment of goodwill

The Group tests goodwill for impairment on an annual basis in line with the accounting policy noted above. This involves judgement regarding the future development of the business and the estimation of the level of future growth, cash flows and

an appropriate discount rate to support the carrying value of goodwill.

Trade and other receivables

Management judgement is required in considering the recoverability of debts and in the estimation of expected credit losses which may be incurred. Further information is provided in notes 14 and 25.

Impairment of other assets

The Group reviews the carrying value of all other assets for indications of impairment at each period end. If indicators of impairment exist, the carrying value of the asset is subject to further testing to determine whether its carrying value exceeds its recoverable amount. This process will usually involve the estimation of future cash flows which are likely to be generated by the asset.

Development costs

Management judgement is required in assessing the fair value of development costs capitalised including the future economic benefit expected to be generated by those assets and in calculating the attributable costs. Management judgement is also required in assessing the useful economic lives of these assets for the purposes of amortisation. Further information is provided in note 9.

Revenue recognition

Management judgement is required in assessing the point at which revenue should be recognised. Revenue is recognised at the point when the significant risks and rewards of ownership have passed to the buyer through the satisfaction of performance obligations.

2 Revenue

The directors consider that the Group has a single business segment, being the sale of information management software to highly regulated industries. The operations of the Group are managed centrally with group-wide functions covering sales and marketing, development, professional services, customer support and finance and administration.

An analysis of revenue by product or service is given below.

2 Revenue (continued)

An analysis of external revenue by location of customers and non-current assets by location of assets is given below:

*Non-current assets exclude deferred income tax assets.

The following table shows a split of revenue between brought-forward contract liabilities (deferred revenue) that were subsequently recognised and the satisfaction of in-period performance obligations.

As at 30 April 2021 the value of contract liabilities relating to contracts with customers was £34,662,000 (30 April 2020: £22,799,000), defined as deferred revenue on the Statement of Financial Position. Contract liabilities have increased by £11,863,000 partly as a result of acquisitions in the year (see note 21) and an increase in overall contract activity. 98% of the deferred revenue balance as at 30 April 2021 will be recognised as revenue in the year ended 30 April 2022.

No single customer accounted for more than 10% of total revenue in either year.

3 Operating costs

4 Particulars of employees

The average number of staff, including directors, employed by the Group during the year, analysed by category, was as follows:

There were no staff employed by the Company in the year.

The aggregate payroll costs of these employees were as follows:

5 Net finance costs

6 Directors' remuneration and share options

The total remuneration of the directors (including fees) for the year was as follows:

The remuneration of the highest paid director during the year ended 30 April 2021 was £516,000 (2020: £257,000). Details of the remuneration of individual directors is included in the Remuneration Committee report.

7 Taxation

The taxation charge recognised in the Group Statement of Comprehensive Income can be analysed as follows:

The taxation for the year is higher than (2020: higher than) the average rate of corporation tax in the UK of 19% (2019: 19%). The differences are reconciled below:

A further taxation credit of £166,000 (2020: (£1,050,000)) in respect of share-based payment charges was reflected directly in equity reserves.

7 Taxation (continued)

The movements in recognised deferred income tax assets during the year were as follows:

At the 2021 Budget, the government announced an increase in the rate of corporation tax from 19% to 25% from 1 April 2023. This legislation has not yet been enacted so has not been considered in the determination of deferred tax.

The deferred income tax assets are only recognised to the extent that it is considered probable that they can be recovered against future taxable profits based on profit forecasts for the foreseeable future.

At 30 April 2021 the Group also had unrecognised deferred income tax assets in respect of trading losses of £1,965,000 (2020: £688,000) in the Group and £420,000 (2020: £427,000) in the Company.

The unrecognised trading losses arise in entities where there is sufficient uncertainty on the ability to be offset against taxable income in the foreseeable future. These losses can be carried forward indefinitely.

7 Taxation (continued)

The movements in deferred income tax liabilities during the year were as follows: