Report &
financial
statements
Year ended 31st December 2021
Company Number 08904529
Attraqt Group plc
Year ended 31st December 2021
Contents
04
Attraqt Business Model
10
Solutions and services
12
Our technology
16
Market overview
20
The Attraqt way
22
Values
24
Strategy
26
Chairman’s Statement
27
Chief Executive Officer’s Statement
30
Chief Financial Officer’s Statement
32
Key performance indicators
34
Risk overview
40
Board of directors
46
Corporate governance report
52
Audit committee report
54
Remuneration committee report
60
Directors report
64
Independent auditors report to the members of the Attraqt group
82
Consolidated income statement
83
Consolidated statement of comprehensive income
84
Consolidated statement of financial position
85
Consolidated statement of changes of equity
86
Consolidated statement of cash flows
88
Notes to the financial statements
132
Company statement of financial position
133
Company statement of changes of equity
134
Notes to the company financial statements
138
Company information
3
Year ended 31st December 2021
Attraqt Business Model
What makes Attraqt unique
Attraqt Report & Financial Statements
Management team with
extensive industry experience
Broad client base including large
brands
Two proprietary software
platforms, applicable to clients
of different sizes
Deep expertise in merchandising
AI differentiation
Partnerships with industry leaders
Several senior executives have substantial
experience building eCommerce businesses.
Clients including ASOS, Waitrose, Adidas, JD
Sports and Screwfix reflect our industry-leading
position and allow us to continue to develop our
knowledge in collaboration with some of the
world’s biggest and most innovative brands.
A robust, powerful tool applicable for the biggest
Enterprise brands in the world (Fredhopper), and
a Mid-Market solution which allows medium
size companies to quickly and easily enhance
conversion rates (Experience Orchestrator).
Our team has several decades worth of strategic
merchandising knowledge from working in the
industry, we appreciate that human intelligence
and creativity can’t be excluded from the
merchandising equation.
AI-powered Search and Algorithm orchestration
are cutting edge tools which provide differentiation
from peers and enable next level conversion
and growth opportunities for our clients.
Our API first ethos allows easy integration with
eCommerce partners such as BigCommerce,
which generates new business leads for Attraqt
and allows clients to work seamlessly with both
companies, preventing any friction for back-end
developers. We are developing further native
integrations, for example to Shopify.
Merchandising
Presenting products to
consumers in an optimal way
delivers valuable and inspiring
recommendations for shoppers
while serving the business
objectives of the retailer.
Search
Improved search tools help
retailers understand what
shoppers are looking for at each
step of the customer journey so
they can best anticipate and
respond to customer needs.
Personalisation
Personalising the shopper
journey creates a more
enjoyable and efficient
experience, increasing the
likelihood of a purchase.
We are the leader in Product Discovery technology in Europe
We use technology to enable retailers or brands to optimise their customers’
digital shopper journeys, ultimately increasing conversion rates.
This is achieved through:
All of this ultimately increases the number of customers that end up making a
purchase, and/or increasing the value of those purchases, as well as increasing
customer engagement.
What we do
Flutter sleeve mini dress
in yellow ßoral print
Brand: Asos
Colour: Yellow
Pattern: Floral
Type: Dress
M achine
wash a
ccording
to instru
ctions on label
Lightweight vis
cose
Soft and d
rapey
M ain: 100%
Viscose
V Neck
Short slee
ves
Fited waist
Button opening
5
Year ended 31st December 2021
Attraqt Report & Financial Statements
Consumers
Storefront
Client
back-end
Personalised and
optimised search
Grow number
of purchases
Optimise CX and
customer journey
Increase average
basket value
Increase
conversion
Manage stock
Maximise profits
and customer
lifetime value
Revenue Stream
SaaS revenue
£20.9m
£2.0m
Services revenue
We sell our software platforms on a subscription
basis, which generates recurring revenues.
Increases to ARR are derived from: customers
adding websites and geographies (Capacity),
customers adding capabilities such as AI Search
and Personalisation (Upsells) and by adding
new logos.
Additionally, we charge clients for extra services
such as implementation, integrating with other
technologies and on-site support during peak
trading periods.
Revenue from
SaaS/recurring
vs. Services
7
Year ended 31st December 2021
Attraqt Report & Financial Statements
The value we create
For our clients
For shareholders
For employees
We simplify and connect up the customer journey
in order to increase customers’ conversion rates
on their digital platforms, which drives additional
sales and significant improvements in
profitability.
Helping a client increase its funnel conversion
rate for a product, department or across a store
from 2% to 3% can deliver significant
improvements in their profits.
In addition, our technology has the benefit of
allowing retailers and brands to achieve certain
operational goals (for example, clearing stock or
increasing sell through in certain products), and
improving customer engagement.
Growth in our annual recurring revenue
underpins value creation and long term share
price appreciation.
We provide an inclusive, diverse workplace,
opportunities for career progression and
competitive remuneration and benefits. We
have a values-led culture which drives our
shared success.
For shoppers
For partners
We provide individualised and connected product
discovery experiences which allow for a more
effective and enjoyable shopping experience.
We provide quick and easy access to best-of-
breed product discovery technology, easily
integrated into their existing platforms.
9
Search
Our search technology is built exclusively for commerce, across all
verticals to help consumers find relevant products they want fast;
from search suggestions, to user feedback and predictive search.
Our 2020 deployment of AI in our search engine combines natural
language processing, computer vision and user behaviour data with
merchandising creative control, to apply shopper intent for rich and
highly relevant search discovery experiences.
Personalisation
We support and guide customers throughout their journey,
from discovery, to purchase and beyond. By applying smart
merchandising rules and AI retailers can configure, test
and deploy their personalisation algorithms in real-time
to build high-performance personalisation strategies.
Merchandising
Merchandisers need complete control over the front-end presentation
to ensure that products are presented to shoppers in the best way.
Attraqt’s solution make it easy for teams to deliver valuable and
inspiring discovery journeys for shoppers to easily find the products
that will surprise and delight them.
Attraqt Report & Financial Statements
Year ended 31st December 2021
Our solutions have the
following benefits:
Optimise the Shopper Journey
Understand what shoppers are looking for
at each step of the customer journey to
ensure our clients present the right product
to the right shopper at the right time,
maximising their commercial targets.
Enhance the User Experience
Create integrated experiences across
channels and visits for the entire shopper
journey. This helps build brand connections
to drive lifetime value for customers.
Deliver Merchandising and
Operational Efficiency
With intelligent automation our technology
lets merchandising teams take control and
focus on the strategy and creativity to
deliver both shopper experiences and
commercial goals.
Solutions and services
11
Our technology
For many multi-channel retailers the product discovery experience
across channels they offer is often unsatisfactory and sometimes
disconnected as the technology is siloed and the data collected not
utilised to power personalisation across the customer touch points
in the discovery journey. This partly reflects that many online stores
have been built with a legacy multivendor, multiproduct stack
where interoperability is often a challenge resulting in low levels
of relevance and personalised experiences to the shopper.
Attraqt Report & Financial Statements
Year ended 31st December 2021
At Attraqt we have developed, over 15+ years, a Product Discovery platform built by
retailers for retailers. Our platform is the most advanced merchandising platform
on the market with innovative and patented features and an R&D roadmap which
is extending our leadership and underpinning increasing ROI for our clients.
Search
Online Ad
Email
SMS
Social
In-store
Web
Mobile
App
Chat
Call
Center
Market
Places
Catalogue
Product
Page
Shopping
Cart &
Checkout
Incomplete product information
Decreased conversion rates
Decreased basket spend
Non personalised adds
Zero results
Irrelevant search results
Lack of personalisation
More time consuming
Inefficient customer experience
Leading targeted software solutions
Today we go-to-market with two offerings, both
underpinned by a common architecture, roadmap
and investment in AI. Fredhopper is a world leading
search and merchandising platform, with highly
curated business logic blended with AI, delivering
the look and feel of a luxury store for major
Enterprise clients. Experience Orchestrator (XO)
targets middle market clients and uses powerful AI
to help retailers launch great shopper experiences
more quickly with an end to automated product
discovery capability and often at a fraction of
the cost of using multiple technologies which is
a common feature in the Mid-Market today.
Common issues faced in
eCommerce technology
13
Attraqt Report & Financial Statements
Importantly, our teams are continually working on leveraging the best of both
adding greater feature rich content to experience orchestrator and layering in AI
to Fredhopper to further improve personalisation and recommendations.
Target Segment: Enterprise Clients
Key Features
•
A world leading search and
merchandising platform
•
Highly curated business logic blended
with AI
•
Fully Internationalised merchandising
capabilities
Why is it tailored to the Enterprise market
•
Enterprise performance and scale
•
A choice between level of automation
and curation to suit brand needs
Target Segment: Middle Market Clients
Key Features
•
Modern, cloud native, scalable,
AI-enabled product discovery platform
•
Out of the box integrations to
eCommerce platforms
•
Partner and customer self-service
•
AI Search as a premium option
Why is it tailored to the middle market
•
Lower cost to serve customers due
to level of automation and self-
onboarding features
•
Wider range of “out of the box”
features
Optimising the online journey for shoppers and our clients
We have three central principles to developing our software and our R&D roadmap.
Configurability - we enable a retailer to select and configure the right algorithms based on
what they are trying to achieve, ensuring they present the right product to the right shopper
at the right time, maximising their commercial targets.
Open Architecture – our clients are always upgrading their infrastructure, and sometimes
renewing it, always trying to run best-in-class platforms and deliver the most optimised
journey for shoppers. We are continually building out our partner connectors to ensure we
are a core technology whatever vendor choice our clients make and can be easily connected
into any re-platforming project.
AI everywhere – we are looking for every opportunity to embed AI in everything we do. We
are always working to optimise the language of the shopper to ensure that a query like “red
outfit for a party” or “tiles for my bathroom” results in the most accurate and useful results
and ultimately a successful purchase. AI also helps us build out our analytics capabilities,
particularly predictive analysis, to understand the purchasing intent of a shopper when they
arrive on a site to deliver a fully personalised shopping journey.
The Attraqt stable
What we have been
working on?
What we plan next
EMBEDDING AI EVERYWHERE
Fredhopper Discovery Platform
(FHR)
Experience Orchestrator (XO)
Aleph Search
• Acquired in 2017
• World leading search and
merchandising platform
• Meets the needs of larger,
multi-national customers
• Acquired in 2019 as part of the
Early Birds purchase
• Modern, Cloud native, scalable
AI-enabled platform
• Personalisation platform
• Meets the needs of mid-size
retailers, brands and partners
• Acquired in 2020
• Leading, modern AI powered
search capability
• Platform for innovation around
text/voice/visual search
• Modern technology, cloud
enabled
• AI search capability to FHR and
XO customers-existing and new
Building on our
personalisation and
recommendation engine
Natural language search -
“the language of the
shopper“
Better understanding and
analysing shopper intent
Business intelligence
platform to optimise our
clients insights and
processes
Predictive analytics to
optimise the shopper
journey and client
outcomes
Combing intelligent content
& product recommendation
Year ended 31st December 2021
15
Continued growth in eCommerce
The Covid 19 pandemic has accelerated the adoption of online
shopping and has resulted in digital transformation now being the
number one priority investment for retailers and brands. Shopping
behaviour has changed and a whole new segment of customers are
now comfortable shopping online after being forced to change their
habits during lockdowns.
Market overview
Attraqt Report & Financial Statements
Year ended 31st December 2021
Our 2021 Peak Trading Report, reviewing the ‘peak’ trading period starting from midnight of Grey
Thursday, all the way to Cyber Monday, showed that consumers did continue to shop online and that
shopping habits created during the last two years may well be here to stay.
Presented with a choice this year as stores in most regions re-opened, it was clear that many consumers
chose to shop from their devices – even when they had the option to go to a physical store.
For our clients
For partners
As the adoption of digital commerce continues to accelerate we are well placed to continue to
improve our growth rates where we already have significant market share and operations. We
also have further strategic expansion opportunities in new markets such as the United States.
Our strategy to address Enterprise and the fast growing Mid-Market space gives us access to a
larger addressable market for our products.
We operate in a growing market
where online sales are at
$4.9 trillion worldwide and set
to grow by 50 percent to about
$7.4 trillion by 2025.
The European (EU and UK) eCommerce market
which is our core focus is growing fast (€689bn
2021) and is currently almost comparable to
the size of the US market (€755bn 2021).1
Attraqt’s data shows that
just as many eCommerce
requests were processed
in 2021 as 2020.
Over the 5-day peak trading period,
2.8 billion requests were made, a very
similar figure to the number of requests
measured over the same period in 2020.
17
Attraqt Report & Financial Statements
Our target markets
Sector
Attraqt’s software is able to support a broad range of different types of retailers and brands across
many sectors.
Currently our top five segments are:
Fashion & Footwear
Home, Garden and Living
Sports, Recreation and Leisure
Brand Stores
Electronics
Year ended 31st December 2021
What are retailers investing in?
•
Product discovery in-store and online2 – SEARCH
•
AI and loyalty to personalise product discovery2 – PERSONALISE
•
Algorithmic merchandising optimisation2 – MERCHANDISE
Attraqt caters to all the main areas in which retailers are investing in. The opportunity
for growth is significant, and we have a clear strategy to provide the world’s best
product discovery technology to both Enterprise and Mid-Market brands and retailers.
Evolving technology trends and the move to composable commerce solutions where
the customer can select best in class technology to address the key capabilities they
need in digital commerce also plays into our evolving strategy. Our technology now
uses an API focussed integration method, is predominately cloud native and 100%
in the cloud on our all technology solutions. We are headless by design meaning
our technology is completely agnostic to the storefront and this means we be
easily deployed into any front-end digital stack the customer decides to utilise.
Our analysis shows us that Brand Stores are the biggest opportunity for us. This rapid growth
of Direct-to-Consumer brands which use their platform and infrastructure to grow fast and
connect directly to their customers, without ‘middle men’, are a significant sign of positive
market disruption. We are poised to respond to this effectively.
Size
We have two product offerings enabling us to provide a tailored offering to different parts of
the retail market:
•
Enterprise-size clients
•
From £60k to over £500k ARR
•
Some of the world’s largest global retailers, which require dedicated support,
Enterprise performance and scale, with a high level of curation and automation to suit
brand needs
•
Served predominately by FREDHOPPER
•
Mid-Market clients
•
£15k - £60k ARR
•
Growing retailers which require a lower cost option with more “out of the box”
features, underpinned by high levels of automation with curative control
•
Served by EXPERIENCE ORCHESTRATOR (XO)
1Statista, US Department of Commerce report, 2021-European-E-commerce-Report
2Top Trends in Retail Digital Transformation and Innovation for 2021 – Gartner
19
Year ended 31st December 2021
The Attraqt way
Our Purpose
Our core purpose is to enable leading brands, manufacturers
and retailers from across the globe to deliver exceptional
shopper experiences.
We enable experiences that drive product discovery and conversion whilst also exceeding
commercial goals. We are a growth engine for our customers.
As part of the way we work we embed AI everywhere and embrace continuous innovation
in a way that is both open and scalable, to ensure that our customers can benefit from
the perfect blend of human-guided decision-making and machine-led data science.
What makes us different
Attraqt Report & Financial Statements
The secret to success is combining the insights and
efficiencies that AI provides, and fusing these with
the tried and-tested brand strategy and creativity
that have proven their worth for years.
This perfect blend of human-guided decision-
making and machine-led science is the key to
retail’s future. It is the foundation to delivering
exceptional shopping experiences.
Our API enabled, algorithm driven solutions ingest, enrich and
understand disparate data sources and signals to intelligently
automate personalized experiences, in real-time.
Our solutions are transparent, open, and easy to work with
so that all stakeholders can apply the resulting insights with
their own creativity and expertise to drive performance uplift.
Smart Automation
Strategic Control
How we work
Objectives and Key Results (OKRs)
In 2020 we launched company OKRs which were rolled out over 2021. This collaborative
goal-setting tool used by our teams and individuals drives further growth at Attraqt. We
continue to unify our organisation with clear goals that challenge and cultivate ambition
with measurable results.
Diversity & Inclusion
We continue to develop the Diversity & Inclusion (D&I) initiative and steering group at
Attraqt. This steering group works towards and advocates to create an equal, diverse
and inclusive environment by welcoming and encouraging respectful dialogue and
exploration of diverse ideas, topics, perspectives and issues to enrich our company
culture. We rolled out a 2021 D&I strategy that made improvements throughout HR,
Recruitment and People, and we continue to focus on developing this strategy into 2022.
21
Year ended 31st December 2021
Values
Our values-led culture drives our shared success.
Attraqt Report & Financial Statements
Own It
We do the right thing. Our teams operate with
honesty and integrity. We are accountable to
each other, our customers, our partners and we
do what we say. We prove this with clear data-
led insight and measurement. We focus our
attention on what matters.
Better Together
Above all, we are one team, and our great
colleagues make a difference everyday.
We’re committed to helping our customers
by working together collaboratively and
our success is dependent on the energy,
diversity, intelligence and contribution of
all our teams. We are a team on a mission.
Make It Happen
We strive to be the best and we display a sense of urgency in everything we do. We are passionate
and we love a challenge –we never give up! We encourage a culture of innovation and continuous
improvement. Our team is not afraid to make mistakes, adapt and find solutions to deliver
exceptional results.
Snake print
Snake print
Snake print
Snake print
23
Strategy
1
3
5
6
2
4
Evolving our data-led approach
Executing our partnership strategy
Improving the customer
and developer experience
Being recognised as a
market leader
Increasing the speed of our innovation
Replicating our UK success in
other geographies
We have a customer-centric approach and believe that
by continually improving our offering we can strengthen
relationships with current clients, acquire new clients,
and improve operational efficiencies in the business.
By focusing on the six key strategic priorities outlined below, we will ultimately
create value for all our stakeholders: our clients, employees, partners and our
shareholders.
We have always said that as our business evolves, we believe it is prudent to
continually build upon and refine our strategic priorities. This year we added
“being recognised as a market leader”, acknowledging the importance of
independent validation of the strength of our offering.
Key Strategic priorities
Attraqt Report & Financial Statements
Evolving our data-led approach
We will help our clients to use their customer data,
offsite tracking and third-party data to better target
their onsite search, merchandising and overall
personalization strategies via our data services
platform, ultimately boosting their average order
values. We will also use this focus on data and
insight within our own business, making sure track
every part of our operations to continually review
and optimise them.
Increasing our speed of innovation
We have a compelling product vision and a
progressive roadmap to further broaden our
capabilities and continue to deliver for our clients in
an evolving retail environment. This includes
further investment in six key areas: Cloud, Smart
Data, Creative Control, Actionable Insight, Shopper
Experiences, & AI.
Executing our partnership strategy
By working with partners in the retail technology
space Attraqt is equipped to cater for many
possible requirements and scenarios. We plan to
foster further Technology, Integrator and Agency
partnerships. Partnerships have several benefits,
including driving innovation providing access to
new markets and supporting our ability to scale
more quickly and efficiently.
Replicating our UK success in other
geographies
We believe we are leaders in the UK and we will
seek to replicate that in other key markets where
we have an established footprint such as Benelux,
The Nordics, Germany, France, Spain, and Italy.
We are beginning to see more opportunity with a
number of new client wins and inbound interest
from the US market, and we will develop
opportunities should they arise.
Improving the customer and developer
experience
Our customers are at the heart of everything we do.
We are focused on optimizing all areas of the
business to support and enhance the customer
journey, including the provision of unique insights
to optimize client site search and merchandising
performance to support their customers’ journeys.
Being recognised as a market leader
Independent, third-party proof points are an
important corroboration of the strength of our
technology and supports our credibility in the
market, providing current and new customers with
the ability to validate our offering. We continue to
develop relationships with key analysts such as
Gartner and Forrester as well as with strategic
consulting firms that advise the client. Validation
from Gartner in particular came in the form of our
improved ranking in the Personalisation Magic
Quadrant where they ranked us second globally for
personalisation capability within digital commerce.
Year ended 31st December 2021
25
Tom Crawford
Mark Adams
Nick Habgood
Chairman’s statement
Chief Executive
Officer’s statement
Attraqt Report & Financial Statements
Year ended 31st December 2021
For the year ended 31 December 2021
Prior to joining the business, I could see that Attraqt’s offering
is extremely relevant in the current market environment, and
the business had the capability of being a true leader in its
market. I am pleased to say that this really has been illustrated
to me in my first six months as Chairman. The Group has
achieved a lot this year, but in my mind, what defines it, is the
sharpening of our strategy and raising of our ambition.
After a few years of investing in our product, whether through
acquisition or internally, we are now at the point that we are
driving our sales and marketing teams with a strong and
effective product set. The result of this is really coming into
fruition and can be seen in the increased strength of our
pipeline, now beginning to convert, with strong Q1 2022 sales.
This doesn’t mean we have, or will, sit still with our product
development, as that is what our customers and wider industry
demands. Our innovation will continue as we evolve with the
needs of our end markets at the forefront of our thinking. A
crucial milestone on this journey was the addition of our AI
Search function, through our acquisition of Aleph, which we
are pleased to say has built on our product proposition. We
are now moving beyond upselling this on its own and are
implementing its core AI functionality across multiple different
products as part of our development roadmap.
As well as now having a strong product offering, our solutions
remain incredibly robust and able to support the exceptional
levels of throughput we have seen. Our technology handled
up to 9,000 requests a second at peak trading (during Grey
Thursday) and for our sixth year running, we were proud to
achieve 100% uptime to support our global customers when
they need us most. This demonstrates the scalability and
reliability of our product offering.
The strategic pillars that drive our business forward have really
begun to prove themselves in this period itself. A key strategic
focus for the Group in the year was to build out a partnership
strategy, pleasingly we have made considerable progress in
this area. Partnerships, like the award winning engagement
and integration with BigCommerce, significantly increase
our target addressable market and have enabled us to win
incremental business away from our competitors. This partner
programme will allow us to scale in the Mid-market and is truly
bringing huge benefit for the Group.
Pleasingly, following a further 35 multi-year contract renewals
in the period, 80% of the Group’s top 20 customers are now
signed up to multi-year contracts. This commitment from some
of the world’s leading brands is testament to the strength of
Attraqt’s relationships, quality of revenue and the relevance of
our product offering.
A clear demonstration of our progress on customer success,
operational excellence and product innovation is our net
revenue retention, which now stands at an impressive 104%.
It is clear the investments across the business are now
paying off.
Whilst the strength of the Group’s pipeline reflects our new
go-to-market model, there is no doubt that Enterprise sales
cycles have remained longer than pre pandemic as retailers
and brands have had to manage unprecedented external
challenges and are taking more time to choose each element
of new composable commerce ecosystems. Despite this
backdrop, and with new confidence against the competition,
our team has secured some excellent new Enterprise client
wins during the last six months.
Our People
The period saw the stepping down of Nick Habgood as Attraqt’s
Chairman. I know the Board joins me in thanking Nick for his
energetic and dynamic contribution, alongside sage advice.
I was very pleased to take on the mantle from Nick and look
forward to working with the Board as the Company looks to
continue to make operational and financial progress.
I would like to take the opportunity for me to say a huge thank
you to our talented team, engaged customers and exciting
partners for their passion, support, shared experience and
drive to succeed, and we look forward to achieving noteworthy
success together in the period ahead and beyond.
Outlook
The adoption of online retail that was seen during the
pandemic is showing no sign of abating and both retailers
and brands are ever more aware of what they need to do to
attract, transact with and retain their online customers. User
experience, AI search and product merchandising optimisation
remains front of mind and our product set puts our customers
in the forefront of delivering a first-class product discovery
experience to the end customer.
I believe we are in an enviable position entering the period
ahead. We have an effective product, a motivated sales team
and a partnership program that has made our target market
even more exciting. As I said when I joined – I am confident
that we can build a scalable business, continue to service our
customers’ needs, achieve operational excellence and bring
further innovation to the market. The key in the period ahead
is our execution - the first quarter has delivered a strong start
and we have momentum in the business.
For the year ended 31 December 2021
I am proud of the performance we have achieved this year,
underpinned by encouraging strategic progress and building
traction in both Enterprise and Mid-Market. It is clear our
focus on customer success continues to pay dividends with
our net revenue retention continuing to increase. Our Product
Discovery solutions are now an integral part of the best of
breed technology stacks for many of the world’s leading brands
and retailers as well as with the fast-growing disruptive brands
in the Mid-Market.
There is no doubt that retailers and brands remain laser
focused on optimising their online retail operations and our
product suite is delivering a tangible difference to the business
performance of our customers, making the value proposition
irrefutable.
This tangible impact on our customers is illustrated, in part, by
the increase in our strategic upselling revenue in the period,
reflecting not only the strength of our relationships with our
clients, but also the positive impact that our product suite has
on our customers’ eCommerce operations.
Alongside the strong customer relationships we have built and
are cultivating, the development of our business internally
has come on apace. Our partnerships have flourished in the
period, as has our innovation.
Underpinning all of this is a buoyant growth market – in
eCommerce and more specifically Product Discovery. This has
been evidenced by increased interest and investment in the
sector as well as our pipeline. We have expanded our target
addressable market considerably this year by targeting the
Mid-Market and by developing partnerships, allowing us to sell
into the customer bases of the fastest growing eCommerce
platform players.
Progress in our markets
As a result of both our own innovation and embedding the
technology from our acquisitions, we are starting to become a
serious player in the Mid-Market, and building on our historic
position of strength in the Enterprise segment of the market
with a much more competitive product set.
The continued progress we have made in the Mid-Market
is a result of further defining our go to market strategy and
has led to an improvement in our conversion rates. I believe
our product discovery solutions for the Mid-Market are class
leading and we have brought Enterprise grade functionality to
the Mid-Market powered by AI. This disruptive strategy is now
delivering meaningful results as we signed the same number of
Mid-Market logos signed in the first quarter of 2022 compared
to both Q3 and Q4 2021 combined.
Alongside this, we are now seeing solid growth in the
pipeline of our Enterprise segment as we have become more
competitive with our AI search and visual merchandising suite.
The largest retailers and brands are investing in re-platforming
their legacy eCommerce stacks, moving to new composable
commerce solutions. This investment means that customers
in the Enterprise market are being much more measured in
deploying new technology, with brands and retailers procuring
our technology in one territory and then rolling the project out
incrementally once ROI is proven. This has had the impact of
lengthening lead times. However, we are pleased to have seen
several of these deals close into Q1 of 2022, including one large
win with a global fashion retailer and another where we have
been awarded preferred vendor status that is due to close in
mid Q2. Collectively these two wins would represent ARR of
close to £1m and a £3m total contract value over three years.
We expect to see more strategic upselling opportunities for
global rollouts going forward which will further improve our
net revenue retention.
Review of sales and operations
Our total revenue was up 9% to £22.9m (up 10% to £23.1m at
constant currency), driven by capacity and strategic up-sells to
our existing customers as well the benefits of our investment
in product and our customer teams starting to come
through. There were 11 up-sells in the period of our AI Search
functionality, demonstrating the impact this functionality has
had in making our offering more integral to customers.
Our continued focus on best-in-class execution, client retention
and multi-year contract renewals has delivered positive
results, with the Group signing a further 35 multi-year contract
renewals in 2021 (on top of 38 secured in 2020). In 2021 this
included 10 out of the Company’s top 20 customers, leaving
80% of the Company’s top 20 customers now signed up to
multi-year contracts. These commitments highlight the strong
relationships Attraqt has with its customer base and how
important its technology is to many of the world’s leading
brands’ online retail operations. This is also reflected by our
ever-improving net revenue retention rate (104%) and the
continued strength of our Net Promoter Score (25).
We now have a more targeted approach of selling into
Enterprise accounts which is driving up our average revenue
per customer. This is evidenced by major wins through
FY21 with global multi-channel retailers which will feed into
improved net revenue retention over time as we deploy our
technology to more sites and geographies as part of our
international expansion sales play.
Strategic report
27
Attraqt Report & Financial Statements
Year ended 31st December 2021
Strategic update
The strategic priorities we developed are at the heart of the
progress of our business and it is safe to say that our focus on
these priorities has served us well in the period. Our ongoing
priorities are:
•
Evolving our data-led approach
•
Increasing the speed of our innovation
•
Executing our partnership strategy
•
Replicating our UK success in other geographies
•
Improving the customer and developer experience
•
Being recognised as a market leader
Some of the key achievements in line with these priorities are
laid out below.
Executing our partnership strategy
Our partnership strategy, a major strategic focus, has
developed significantly and delivered strong results, with over
35% of our Mid-Market lead flow now coming via partners. In
Q1 2022 we achieved over one third of our Mid-Market ARR
from our partner sourced leads which clearly demonstrates the
success we are having with our partners.
Following the native integration with BigCommerce being
completed in September, the Company has seen a number of
native integrations go live through this channel. This enables
any BigCommerce merchant to deploy Attraqt’s search and
merchandising tools along with recommendations and
personalisation to their storefront with limited integration
effort.
Demonstrating the importance of this relationship, Jon
Woodall, MD of Space 48 (our Platinum integration partner on
BigCommerce) said:
“Attraqt and Space 48 have built out a strong partner focused
relationship over the last 18 months. Our partnership is ideally
placed to take advantage of the great market conditions and
we feel confident that it will lead to more business and cross-
pollination of more clients. We look forward to the years ahead
and making the most of our partner-focused relationship.”
We are also in the process of deploying other integrations,
including one with Shopify, which is expected to be deployed
by the end of Q2. Today around 19% of our inbound Mid-
Market leads use Shopify as their eCommerce platform
which clearly demonstrates the demand from the Shopify
customer base. Once launched we will be able to serve Shopify
merchants with search, merchandising and recommendations
functionality through one instantly deployable plug in.
Increasing the speed of our innovation
We successfully embedded the core of our AI search function
in the first six months of the year and are now beginning
to look at further innovations in terms of visual search,
search personalisation and semantic tagging in order to
take pioneering steps forward in search innovation. We are
conscious that in order to maintain our market-leading position
we need to be constantly innovating and we are now in a
position to do so organically on our core technologies.
Improving the customer and developer
experience
During the year, we focused on improving the developer
experience as well as the customer experience, for example,
launching a new user interface refresh of Fredhopper in Q4
and outlining our API strategy so that developers can take
advantage of our tech with ease, both of which will continue
to be a big part of our product roadmap in the year ahead.
We have been busy developing documentation and collateral
for our partners including training and enablement materials
so that they are able take our products to market and deploy
them. In the year we launched the Attraqt training academy
and a new partner programme with developer and sales
certifications. We are fast maturing as a partner centric
company and our partners will be a significant driver of
our growth and ability to scale for years to come.
Investing in our team
During the period, we have further invested in our marketing
function. The result of this is that we are now generating
double the amount of lead flow from marketing initiatives
compared to what we were seeing at this point last year. We
have also invested in our sales team across all regions, who are
proficiently identifying high quality opportunities. Our strategy
to split the sales function into Mid-Market and Enterprise
supported by partner managers is now paying dividends in the
UK with an enhanced pipeline, and our focus is to replicate this
throughout our core regions in 2022.
This year, more than ever, we have seen the quality of our
team shine through. I would like to take this opportunity
to thank them for their hard work, dedication and ongoing
enthusiasm during the year. Attraqt competes with a number
of exceptionally well-funded global leading technology
vendors yet we outperform them in our core markets through
technology that better solves the key challenges of digital
commerce today. It is our heritage, our industry expertise,
our focus and the commitment of our people that enable our
success and we are truly grateful to all of them.
I would also like to thank all our customers, partners and
shareholders for their continued support throughout the
year. I look forward to achieving further successes together
in the future.
Outlook
Current trading has begun well with a strong level of new
bookings in Q1 across both Enterprise and Mid-Market,
demonstrating the momentum we have put into the business.
Importantly, Attraqt was selected above two key competitors
in pitch processes during Q4 FY21 and Q1 FY22, demonstrating
the power and appeal of our current offering.
We are cognisant of the inflationary environment and the
potential impact on consumer confidence but are not currently
seeing any impact on our sales or pipeline and believe we are
in a good position to navigate this environment going forward.
Due to the increasingly global nature of our revenues, the
impact of FX is a headwind in the current year, as such we
will be using constant currency comparisons going forwards
to provide a clearer indication of the Group’s underlying
performance.
Looking ahead, we remain confident in our proposition, our
products and our strategy. Attraqt’s technology is integral to
the delivery of online retail operations and the commercial
success of our merchants. We firmly believe that we are well
positioned to execute our growth strategy with significant
momentum going into FY22.
Our focus for the year ahead is building further traction in the
Mid-Market and continuing to build on our Enterprise success.
Alongside this, we will be deploying a greater proportion of
the available spend to go-to-market initiatives in 2022, as
previously communicated.
We are confident that we can continue to effectively address
what our customers need better than our competition, deliver
against our growth strategy and create value for all our
stakeholders.
Strategic report
Chief Executive Officer’s statement
29
Eric Dodd
Attraqt Report & Financial Statements
Year ended 31st December 2021
Revenue for the year increased by 9% to £22.9m (2020: £21.0m), up 10% to £23.1m at
constant currency.
SaaS revenues increased by 8% to £20.9m (2020: £19.3m) driven by strategic upsells and
capacity growth in existing accounts. Services Revenue increased by 18% to £2.0m (2020: £1.7m).
Chief Financial
Officer’s Statement
Revenue
2021
statutory
2021 at constant
currency
2020
statutory
Growth
reported on a
statutory basis
Growth at
constant currency
SaaS
£20.9m
£21.1m
£19.3m
8%
9%
Services
£2.0m
£2.0m
£1.7m
18%
18%
Total
£22.9m
£23.1m
£21.0m
9%
10%
Gross profit increased by 4% to £16.2m (2020: £15.5m), but
the gross profit margin decreased by 3 percentage points to
71%. The SaaS gross margin decreased by 3% percentage point
to 77% due to increase of costs of our Amazon Web Services
(AWS) and Google Cloud estates caused by higher hosting cost
in legacy XO customers. We are disappointed by the decline in
SaaS gross margin and driving it back to 80% is a key priority
for 2022. The Services gross margin stayed the same at 9% and
we believe this will be driven higher in 2022 due to higher staff
utilisation.
Adjusted EBITDA11 of £0.7m profit (2020: £1.1m) declined in
the year due to increased hosting costs, and a rebound in sales
& marketing expenditure after the cutbacks last year due to
COVID-19.
The exceptional costs of £0.6m (2020: £0.3m) in the year relate
to severance costs and other people costs of £0.5m and the
final settlement for the EB acquisition of £0.1m.
Depreciation and amortisation totalled £4.1m (2020: £3.5m),
increased due to the full year impact of the acquired
intangibles that were created on Aleph acquisition. There
was a share-based payment charge of £0.2m (2020: £0.1m).
1 Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation, other income and foreign exchange (see note 6), share
based payments (note 17) and exceptional items (note 5).
Loss before tax was £4.2m (2020: £2.6m loss), with the tax
credit in the period £0.7m (2020: credit £0.4m). Therefore, loss
for the year after tax was £3.5m (2020: £2.2m loss).
Foreign exchange exposure
Cash flow forecasts are maintained for each major operating
currency (GBP, EUR, USD, AUD) to manage transaction
exposure. The expectation is that the Group will have more
AUD than required but be short of USD. Currency forecasts
are regularly reviewed and where necessary are hedged using
forward contracts in the current statutory period. Hedging
instruments as well as spot deals may only be traded with
approved counterparties. Due to the increasingly global nature
of our revenues, the impact of FX is a headwind in the current
year, as such we will be using constant currency comparisons
going forwards to provide a clearer indication of the Group’s
underlying performance.
COVID-19 pandemic
The potential impact of the COVID-19 pandemic on Attraqt’s trading performance and all our principal risks has been
assessed with mitigation plans put in place. Up to the date of this report, the pandemic has, as anticipated, positively
impacted capacity upsells, but negatively impacted the close rate on new business opportunities. Thankfully, the situation has
improved over the last six to twelve months due to the vaccine rollout, but we continue to monitor the situation closely, as
this continues to be an uncertain situation, with the ultimate severity, duration and impact unknown at this point.
Cash
The cash balance at the end of the period was £3.5m (2020: £6.6m), which was a decrease of £3.1m during the year. The
decrease was mainly due to capitalised development expenditure of £2.0m (as we prepared the Mid-Market product to
increase our total addressable market), the payment of deferred consideration on acquisitions of £0.8m and the payment of
delayed Covid tax liabilities of £0.5m. The business plan and momentum for 2022 moves Attraqt to underlying cash neutral
trading and marks an important milestone.
Business Drivers
The key to growing value in a SaaS business is to grow the Annual Recurring Revenue (ARR) by understanding and then
moving the levers that impact it. The ARR increased by 7% to £22.6m at constant currency rates (4% to £21.9m reported) from
£21.1m in 2020 and was driven by some large size new customers embarking on first phase roll-outs and sales of the new
acquired AI Search product to our existing customers.
The first lever that impacts ARR is the booking of new, recurring revenue. Recurring bookings in 2021 were £3.5m (2020:
£3.9m). Gross Attrition is an important KPI for our business because it challenges us to understand why our customers leave
and find preventative actions. Another important KPI is Net Revenue Retention because it indicates how well we are serving
our existing customers. Gross Attrition for 2021 was 10.6% (£2.2m), which is a significant reduction from 14% (£2.7m) in 2020
and the NRR was strong at 104% (2020 102%).
This strategic report has been approved and is signed on behalf of the Board:
Eric Dodd
Eric Dodd
Chief Financial Officer
7 April 2022
Strategic report
31
Key performance
indicators (KPI’s)
Attraqt Report & Financial Statements
Attraqt uses KPIs to measure progress in the
business, as we become more data-led we
plan to expand our suite of KPI’s.
Revenue growth
Our goal is to deliver double digit organic
revenue growth per year.
Year
Revenue
Growth %
2021
£22.9m
9%
2020
£21.0m*
8%
* Post Early Birds SAS Acquisition
Adjusted EBITDA
Our goal is to achieve positive adjusted EBITDA.
Year
Adjusted EBITDA1
2021
£0.7m
2020
£1.1m
1 Adjusted EBITDA refers to earnings before
interest, tax, depreciation, amortisation, other
income and foreign exchange (see note 6),
share based payments (note 17) and
exceptional items (note 5).
Annual Recurring Revenue (ARR)
Our goal is to win higher contract values
so the ARR continues to grow.
Year
Exit rate
2021
£21.9m
2020
£21.1m
Annual Recurring Revenue is the annualised
revenue per customer contract as at the end
of the reporting period and includes any new
customer wins in development phase. This
excludes one-time fees.
Logos
Our goal is to increase logos year-on-year.
Year
New logos
2021
21
2020
29
Year
Closing logos
2021
178
2020
201
Year
Net revenue
retention
Gross
attrition
2021
104%
11%
2020
102%
14%
Gross Attrition and Net Revenue
Retention (NRR and GA)
Our goal is to obtain 100% net revenue
retention and reduce gross attrition so that
any new client wins grow the existing business.
Net revenue retention refers to December
2021 ARR, plus all new business sold to these
customers, minus lost customers or downsells.
Gross Attrition is December ARR minus lost
customers.
Year ended 31st December 2021
Strategic report
33
Risk overview
Attraqt Report & Financial Statements
The Board is responsible for Attraqt’s
system of internal controls and
for reviewing its effectiveness.
Internal controls are designed
to mitigate the risk of failure to
achieve business objectives and
can provide reasonable, but not
absolute, assurance against material
misstatement or loss.
The Board has identified the following
key risks facing the business:
Competitive risk
The growth in e-commerce has resulted in a
significant increase in competitors seeking to
supply online retailers with enabling technology.
Attraqt aims to mitigate this risk by maintaining
a close relationship with leading customers,
Investing in new product features and innovation,
delivering best-in-class customer support,
enhancing brand recognition and service delivery.
The loss of key clients is always a potential threat.
However, Attraqt seeks to mitigate this risk in
several ways:
a. Working closely with clients on the product
innovation roadmap to provide competitive
advantage to them;
b. Investment in technology partnerships to bring
new capabilities to the Fredhopper and XO
platforms;
c. Investment in Attraqt’s referral partnership
programme with systems integrators to
diversify the customer base;
d. Investment in extensive client support and
training to ensure users are able to use the
solutions effectively;
e. Where appropriate, pursue M&A opportunities
to expand Attraqt’s product offering on a
permanent basis;
f. Sign client contracts for a minimum of 12
months or longer with automatic annual
renewals.
Platform outage
As a provider of software as a service, Attraqt
relies on its hosting partners to provide an
uninterrupted service. This risk is mitigated by
partnering with best-of-breed cloud computing
providers (Amazon Web Services and Google
Cloud), the architectures of which facilitates
quick recovery in the event of a single data
region failure.
Recruitment and retention
As with any fast-growing software business,
Attraqt’s growth strategy is predicated on hiring
people who will be effective in realising its growth
ambitions. Attraqt is committed to the delivery
of a comprehensive programme of formal and
informal learning and development opportunities
aligned to the needs and goals of the business.
Attraqt has mitigated this risk by investing in
an employee retention programme and has
enhanced its in-house recruitment capability.
Attraqt recognises that the competition for
technical talent has increased during 2021 and
believes these initiatives will allow it to remain
competitive.
Retail sector exposure
Due to the nature of the technology Attraqt offers,
our customers are predominantly in the retail sector.
A widespread downturn in the economy could
put pressure on capital expenditure budgets for
software spending if overall retail volumes dropped,
which could result in early termination of customer
contracts and deter new customers from using
Attraqt’s services.
In 2020 and 2021 Attraqt witnessed an increase
in company voluntary arrangements and
administrations in the retail sector. Attraqt
anticipates this trend will continue into 2022 and
beyond due to changes in consumer shopping
habits and new disruptive market entrants with
innovative business models that may challenge
traditional retailers. This places customer contracts
and unpaid invoices at risk, increasing the risk of
churn and bad debts.
Attraqt seeks to mitigate such risks by:
a. Signing clients on long term (12 - 36 month)
contracts;
b. Continually considering new market
opportunities;
c. Carrying out credit assessments on new and
existing customers;
d. Ensuring that our Customer Success team
engages with customers that fall into
administration at an early stage to negotiate
new contracts where novation is not
possible; and
e. Invoicing clients in advance of the service
provided.
Year ended 31st December 2021
Strategic report
35
Attraqt Report & Financial Statements
Technological risk
Attraqt operates in an industry where competitive
advantage is heavily dependent on technology. It
is possible that technological development may
reduce the importance of Attraqt’s products and
services in the market. To remain competitive
and adapt to evolving consumer buying trends,
we continue to invest in and improve the
responsiveness, functionality, accessibility and
other features of our solutions, services and
technologies.
Attraqt has invested in developing the size and
capability of its Partnerships Team to develop
partnerships with complementary technology
businesses, systems integrators and strategic
partners. Further to this, Attraqt has invested in
connectors to major eCommerce platforms such
as BigCommerce to access new markets and
reduce the amount of time needed to integrate
solutions.
Data privacy
Attraqt handles the personal data of its customers
and prospective customers, suppliers, contractors,
partners and employees. Attraqt is therefore
affected by the Data Protection Act 2018, the UK’s
implementation of the General Data Protection
Regulation (“GDPR”). It is noted that the EU has
adopted adequacy decisions under the GDPR. As
a result, personal data can flow freely from the EU
to the United Kingdom where it benefits from an
essentially equivalent level of protection to that
guaranteed under EU Law.
Attraqt complies with applicable data protection
legislation and obligations. All areas of the
company that handle personal data have been
identified and reviewed. Attraqt’s data protection
obligations regularly change as local laws are
updated. Attraqt reviews and upgrades its security
measures, processes and disclosures on an
ongoing basis.
Other proposed legislation could impose
additional requirements and prohibit the use
of certain technologies, such as those that track
individuals’ activities on web pages or record when
individuals click on an in-email link. Such laws
and regulations could restrict customers’ ability
to collect and use email addresses, web browsing
data and personal information, which may reduce
demand for their products and limit the revenue
that may be earned if a customer uses Attraqt’s
products less due to Attraqt’s volume based
pricing strategy. The asset purchase of Aleph in
2020 has added AI capability to Attraqt’s product
offering which improves search capability and
reduces the risk associated with such laws.
Climate change
In recent years, both climate change and global
warming have become highly topical due to their
increasingly visible harmful effect worldwide
on the environment, society and economic
activity. Attraqt has considered its climate change
reporting obligations and the Board considers that
in the software sector that Attraqt operates, there
is reduced impact on climate change and global
warming.
Brexit risk
On 30th December 2020 the UK signed the EU-
UK trade and co-operation agreement with the
European Union, and that has been applied
provisionally at 1 January 2021 when the Brexit
transition ended. To date, this had not had a
material impact on Attraqt’s ability to trade.
Coronavirus
During 2021, when the pandemic was spreading,
some customers (current and prospective) delayed
planned investment in technology services due
to (1) an uncertain financial outlook (2) disruption
in the supply chain and (3) the ability of suppliers
to produce products. These uncertainties have
reduced, although some retailers remain cautious
about new investment and the overall trading
outlook.
Attraqt has followed the advice provided by the
governments in the jurisdictions that it operates in
relation to COVID-19. Attraqt’s workforce worked
remotely during lockdown and is now operating
a successful hybrid model of working from both
home and office. Overall the business has not
experienced any significant decrease in productivity
or work output during the pandemic. However,
COVID-19 has continued to have an impact on
some of our customers’ ability to trade due to
lockdown restrictions imposed in certain countries.
This has impacted customers that have a bricks
and mortar physical presence disproportionately.
However, purely online retailers have experienced
increases in sales and traffic volume as consumers
have increasingly shopped online. Attraqt has
been working closely with customers that have
been impacted to manage payment schedules
and related contractual obligations. Management
considers that this initiative has been successful in
reducing bad debts.
Foreign exchange risk
Attraqt has exposure to foreign exchange rate
risk due to the nature of its operations and cost
base. The current political and macro-economic
uncertainty means that this risk has increased.
Attraqt constantly monitors the currency markets
and adjusts forecasts based on expected rates.
Year ended 31st December 2021
Strategic report
Risk overview
37
Attraqt Report & Financial Statements
Intellectual property
Attraqt’s intellectual property rights consist
of a combination of copyright, registered and
unregistered trademarks, registered domain
names, database rights and confidential
information. These intellectual property assets
(and the continued protection of them) ensure
Attraqt’s ability to compete in the online
comparison market.
Attraqt discloses proprietary knowledge,
information and technology to third parties under
licensing or other agreements with appropriate
obligations on the contracting counterparty to
protect that information. However, there is always
a possibility that such a party may misappropriate
or challenge Attraqt’s right to such knowledge,
information and technology.
To the extent that Attraqt’s brands, technologies
and databases are not protected by intellectual
property rights, third parties, including
competitors, may be able to commercialize or
otherwise use Attraqt’s brand, technologies and/or
databases without compensation.
Attraqt also seeks to maintain certain intellectual
property as trade secrets. The security of its trade
secrets could be compromised by contractors or
outside parties, or intentionally or accidentally by
its employees, which would cause Attraqt to lose
part of its competitive advantage.
Any misappropriation of intellectual property
could have a materially adverse effect on business,
financial condition or operating results.
Furthermore, legal action may need to be taken
to enforce intellectual property or to protect trade
secrets. Defending such claims may result in
substantial costs and the diversion of resources
and management attention and there can be
no guarantees as to the outcome of any such
litigation, or that it can be effectively used to
enforce the Attraqt’s rights.
Attraqt has reviewed its trade secrets policy
following its acquisition of intellectual property
assets from Aleph-One GmbH and has put in place
improvements to protect the intellectual property
from misuse.
Year ended 31st December 2021
Strategic report
Risk overview
39
Attraqt Report & Financial Statements
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests
of stakeholders in their decision making. The Directors continue to have regard to the interests of
the Company’s employees and other stakeholders, including the impact of its activities on the
community, the environment and the Company’s reputation, when making decisions. Acting in
good faith and fairly, the Directors consider what is most likely to promote the success of the
Company for its members in the long term. We explain in this annual report, and below, how the
Board engages with stakeholders.
Year ended 31st December 2021
Significant events/
decisions
Key stakeholders
Actions and impact
Continued IP transfer and
technology
commercialisation following
the acquisition of intellectual
property assets from
Aleph-One GmbH
Shareholders,
employees
•
Shareholder have been kept up to date on the progress of Attraqt’s IP
transfer programme, in accordance with regulatory requirements.
•
Employees in the product, engineering and sales teams have been engaged
with the commercialisation of the newly acquired technology throughout
2021.
•
The long-term impact of this initiative will allow Attraqt to commercialise new
product to sell to its current and prospective customers.
Eric Dodd
Eric Dodd
Chief Financial Officer
7 April 2022
Key decisions made impacting stakeholders are set out below:
•
The Directors are fully aware of their responsibilities
to promote the success of the Company in
accordance with section 172 of the Companies
Act 2006.
•
The Board regularly reviews our principal
stakeholders and how we engage with them.
This is achieved through information provided by
management and also by direct engagement with
stakeholders themselves.
•
The Board has enhanced its methods of engagement
with the workforce. In that regard, the Board has
appointed Robert Fenner (Non-Executive Director) as
the individual responsible for workforce engagement.
•
We aim to work responsibly with our stakeholders,
including suppliers. The Board has recently reviewed
its anti-corruption, anti-bribery, equal opportunities
and whistleblowing policies.
•
We run an on-going Net Promoter Score programme
to measure how we are performing and any issues
are followed up with the customers. An annual forum
provides customers with updates on future products,
presents case studies from existing customers and
presents awards to customers in recognition of the
work produced using Attraqt technology. The next
one is scheduled for September 2022.
•
A diversity and inclusion strategy ensures that all
employees are treated equally.
COVID-19 remote working
Employees
•
Decisions were made for all offices to work from home where possible to
protect staff from COVID-19 and the Omicron variant.
•
The company has invested in remote working technology leading to a
minimal impact on employee productivity.
•
The company has made available mental and physical wellbeing counselling
services to all employees to support them during these challenging times.
•
This decision has enabled Attraqt to effectively mitigate the risk of COVID-19
without any material disruption to usual business operations.
Customer Engagement
Customers
•
Attraqt recognises that customer feedback is important to inform product
development initiatives. The Group regularly engages with its key customers
to obtain such feedback to better understand their business needs. This
feedback is valuable and is considered at the executive and Board level.
•
The long term effect of this initiative has enabled Attraqt to better focus its
product roadmap to customer needs.
Expansion of the product
management department
Customers, employees
•
Customer consultation in relation to the Company’s roadmap has increased
to ensure that products developed match customer needs.
•
The development teams have been consulted and trained to work with an
expanded product management department.
•
This departmental expansion has over time has enabled Attraqt to develop
better and more robust products, resulting in increased contract values.
•
In the long term, this will enable Attraqt to keep its software up to date.
Share option participation
Employees
•
Share option participation was widened to include employees meeting a
one-year service criteria to improve retention.
•
A performance share plan was implemented in 2021 to incentivise participants
to deliver long term shareholder value.
•
In the long term, this initiative will reduce employee attrition.
Employee Engagement
Employees
•
Employees are key to the Group’s success and we rely on a committed workforce
to help us achieve our business objectives. Employee successes such as
customer wins are celebrated throughout the business and team performance is
regularly recognised throughout the business.
•
Monthly “all company” meetings are held to keep all employees updated
business progress.
•
This initiative has resulted in an improved understanding of Attraqt’s strategy
and objectives throughout the business.
•
In the long term, this initiative will reduce employee attrition and ensure
knowledge is retained in the business.
Governance Report
Board of directors
41
Attraqt Report & Financial Statements
Year ended 31st December 2021
Tom was appointed as Chairman on 6th September
2021. Tom has over 20 years of main market listed
small cap software business experience and a
successful track record of developing and growing
international product-based software businesses.
Until recently, to January 2020, Tom was Chief
Executive Officer of London based Aptitude
Software Group Plc, the global financial
management software company, having previously
led the expansion of the business into North
America and Asia Pacific with a dominant position
in new market verticals.
Laura is an experienced Non-Executive Director
and an active angel investor focused on
businesses in the retail and consumer
industries. She has worked with a variety of
companies, from start-ups and privately owned
businesses to FTSE 100s, delivering growth and
improving profitability. At the heart of her
approach is a focus on customer experience and
leveraging digital capabilities.
Robert joined the Group in 2014, Robert has
been a partner in the international law firm
Taylor Wessing LLP since 2005, and a solicitor
for 28 years. He is a corporate lawyer
specializing in advising companies on all aspects
of corporate law including listings and mergers
& acquisitions. Robert and his firm advises
companies (including Attraqt) at all stages of
their development whether they be large
multinationals or younger growing businesses
and has many years of experience advising on
listed company transactions.
Grahame joined the Attraqt in January 2020. He is
an experienced FTSE and AIM Non-Executive, with
extensive experience as an Audit Committee
Chairman. Grahame was at Oxford University,
qualified as a Chartered Accountant with Arthur
Andersen in 1982 and was an investment banker
for 20 years, latterly as a Managing Director at UBS
and then Joint CEO of Panmure. Grahame has
significant experience of M&A, equity capital
markets and investor relations. His current
directorships include Senior Independent Director
at Molten PLC, a Technology venture capital
investment company listed in the FTSE 250.
Tom Crawford
Laura Harnett
Robert Fenner
Grahame Cook
Chairman
Independent
Non-Executive Director
Non-Executive Director
Independent
Non-Executive Director
Governance Report
Board of directors
43
Attraqt Report & Financial Statements
Mark joined Attraqt in June 2020 as Chief
Executive having previously founded and led
European operations for BigCommerce, a leading
SaaS eCommerce technology player that went
onto IPO for $5bn. He has also built and ran along
with Paul Tough, Attraqt’s CTO, one of Europe’s
most successful SAP Hybris eCommerce systems
integrators between 2005 and 2014.
Eric Dodd has over ten years of experience in a
CFO role and joined Attraqt in 2017 from lptor
Group, a private equity-backed software and
services business.
Eric has extensive public company experience,
having been CFO at KBC Advanced Technology plc,
an oil-focused technology services business, from
2015 until its successful sale to Yokogawa Electric
Corporation in April 2016.
Mark Adams
Eric Dodd
Executive Director
Executive Director
Year ended 31st December 2021
Luke joined Attraqt in May 2018 as Chief
Executive having led several successful
international private and public technology
businesses, including Portrait Software Plc,
OB10 and Neighbourly. He left his position as
Chief Executive Officer on 30th June 2020 and
was appointed as a Non-Executive Director.
He has also worked in leadership and advisory
positions for international data and technology
companies including Experian, Metia and
Alterian.
Luke McKeever
Non-Executive Director
Governance Report
Board of directors
45
Attraqt Report & Financial Statements
Year ended 31st December 2021
Corporate
governance report
As an AIM listed company, the Board place the importance
of applying sound governance principles in the successful
running of the Company. We adopt and adhere to the QCA
Corporate Governance Code for Small and Mid-Size Quoted
Companies (the QCA Code) in so far as is practical and
appropriate.
The Board refers to the detailed disclosures that may be found on the
Company’s website at the following address:
https://www.attraqt.com/about/investors/corporate-governance/
Attraqt believes that good corporate governance
is about having the right people, in the right roles,
working together and doing the right things to
deliver value for shareholders over the medium to
long term and adheres to the following principles:
1. Establish a strategy and business
model that creates long-term value for
shareholders.
Creating long-term shareholder value is
dependent on high quality strategic decisions
being made by our Board of directors and
Senior Management, including the ability to
make wise investments and generate a healthy
return on invested capital. It is a result of both
growth and operating efficiency.
We build long-term relationships with our
customers and working closely with them
to develop in-depth knowledge of their
innovation needs, business and processes,
with a specific focus on delivering measurable
returns on investment.
2. Seek to understand and meet shareholder
needs and expectation.
The Board considers effective communication
with shareholders to be very important
and encourages regular dialogue with both
institutional and private investors.
In particular, we strive to understand who
the key shareholders are as well as their
investment strategies and other interests.
This information is key not only in engagement
with shareholders, but also in exploring how
to better communicate corporate strategies
to attract the type of long-term shareholders
we want.
Communication with shareholders happens on
a regular basis and whenever it is requested.
3. Take into account wider stakeholder and
social responsibilities and their implications
for long-term success.
Attraqt has during the year engaged in
consultation with shareholders and customers
to improve the Company’s product offering.
4. Embed effective risk management,
considering both opportunities and threats,
throughout the organisation.
The Board is responsible for the Company’s
system of internal control and for reviewing
its effectiveness. Such a system is designed to
mitigate the risk of failure to achieve business
objectives and can only provide reasonable,
but not absolute, assurance against material
misstatement or loss.
The internal control procedures are delegated
to Executive Directors and Senior Management
in the Group, operating within a clearly defined
departmental structure. The Board balances
performance and compliance by ensuring
that management’s actions are consistent
with corporate strategy, reflective of the
culture of the business, and in-line with the
organisation’s risk tolerance.
5. Maintain the Board as a well-functioning,
balanced team led by the Chair.
•
Frequency of reporting - The Board receives
information and reporting from key parts
of the business each month.
•
Quality of information - The information,
which is always provided in a timely
manner, is of a high quality and
comprehensive, ensuring that the Board is
well informed and has the tools to facilitate
proper assessment of matters which
require its insight and decision-making.
•
Balance of Executive and Non-Executive
Directors.
Governance Report
47
The Chairman’s role and responsibility
for corporate governance
The Chairman has overall responsibility for
corporate governance working in conjunction with
Attraqt’s Company Secretary and General Counsel.
In this regard, Attraqt believes that good corporate
governance is about having the right people (in
the right roles), working together, and doing the
right things to deliver value for shareholders as a
whole over the medium to long-term. This is
achieved through robust decision making by the
Board, keeping it dynamic, while at the same time
ensuring a consistent corporate culture
throughout the organisation.
The Remuneration and Audit Committees were
established following Attraqt’s admission to AIM
on 19 August 2014.
The board of directors
The details of Attraqt’s Board, together with the
Audit and Remuneration Committees, are set out
in the governance section.
The Board aims to meet monthly with a minimum
of 9 meetings per annum and is responsible for
the overall management of the Attraqt’s long-term
strategy and objectives and the monitoring of
performance. It oversees operations and ensures
the maintenance of sound internal controls and
risk management systems.
Certain matters are specifically reserved for the
approval of the Board, including approval of
significant capital expenditure, material business
contracts and corporate transactions. To enable
the Board to discharge its duties all directors
receive appropriate and timely information.
Board Member
Independence
Eligible to attend
Attended
Nick Habgood (resigned
6th September 2021)
Non-independent
8
8
Tom Crawford (joined 6th
September 2021)
Independent
3
3
Robert Fenner
Non-independent
11
11
Luke McKeever
Non-independent
11
11
Mark Adams
Non-independent
11
11
Eric Dodd
Non-independent
11
11
Grahame Cook
Independent
11
11
Laura Harnett (joined 3rd
June 2021)
Independent
5
5
Board Meeting Attendance
1st January 2021 to 31st December 2021
6. Ensure that the Directors collectively have
all the appropriate skills, capabilities and
experience.
Board composition is at the heart of good
corporate governance and high performance.
Accordingly, we think strategically about the
role Board composition plays in meeting our
strategic goals.
7. Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement.
We recognise that Board evaluations can
bring substantial benefits and can contribute
significantly to performance improvements
on the organisational, Board and individual
member level. We joined AIM in 2014 and
have previously evaluated Board performance
informally. However, as the Company has
grown, we have purposefully sought to identify
and surmount the barriers impeding our
effectiveness. In June 2018, we conducted our
first formal review of Board performance and
intend to formally review Board performance
bi-annually, when it is appropriate to do so.
8. Promote a corporate culture that is based
on ethical values and behaviour.
The Board bears ultimate responsibility for
promoting ethical behaviour. Doing so boosts
employee morale, increase performance
beyond bare minimums and retains
employees in the long run.
Our corporate ethical values involve all
employees with each taking personal
responsibility for his or her own performance
and results.
9. Maintain governance structures and
processes that are fit for purpose and
support good decision making.
•
We recognise that good corporate
governance is a key factor in underpinning
the integrity and efficiency of a company.
In that regard, we apply the core principles
of good corporate governance; fairness,
accountability, responsibility and
transparency.
•
The Board seeks to strike a balance
between maintaining adequate governance
without imposing structures that slow or
weaken decision-making and progress.
As a result, the Board’s structure is fluid,
allowing it to adapt where necessary to
business challenges.
Attraqt’s executive leadership team is actively
encouraged by the Board to convey their wins,
opportunities and challenges to help achieve
business goals. This keeps the Board well
informed.
10. Communicate how the company is
governed and is performing by maintaining
dialogue with shareholders and relevant
stakeholders.
The Board is responsible to shareholders for
the proper management of the Company and
meets formally at least nine times a year to
set the overall direction and strategy of the
Company, to review operating and financial
performance and to consider and advise on
Senior Management appointments. The Board
also monitors and approves financial policy
and budgets, including capital expenditure
over an agreed limit. All key operational
decisions are subject to Board approval.
Year ended 31st December 2021
Attraqt Report & Financial Statements
Governance Report
Corporate governance report
49
Year ended 31st December 2021
Accountability and audit
Financial reporting
The Chief Executive and Chief Financial Officer
statements contain detailed reviews of the
performance and financial position of the
company. Attraqt uses these statements and
the Directors’ Report to present and explain the
company’s financial position and performance.
The directors’ responsibility for the financial
statements is described the Directors’ Report.
Internal control
The Board confirms that it has established the
procedures necessary to implement the guidance
set out in the Financial Reporting Council’s
“Guidance on risk management, internal control
and related financial and business reporting”.
The identification, evaluation and management
of risk has been considered by the Board. It is
intended that this will continue to be kept under
constant review and will be considered at each
Board meeting. The Board continues to take steps
to embed internal control and risk management
into the operations of the business and to improve
any weaknesses. The directors acknowledge their
responsibilities for Attraqt’s system of internal
control. Such a system can provide reasonable
but not absolute assurance against material
misstatement or loss. The Board has considered
the major business risks and the control
environment. Important control procedures,
in addition to the day to day supervision of
the business, include comparison of monthly
management accounts to the budget.
Audit Committee and auditors
The Audit Committee comprised of Grahame Cook
as a Chairman and Robert Fenner as a Member.
The auditors of Attraqt may also attend part or
all of each meeting and they have direct access
to the Committee for independent discussions,
without the presence of an Executive Director, if
required. The Audit Committee may examine any
matters relating to the financial affairs of Attraqt
and the audit. This includes reviews of the annual
accounts and announcements, accounting policies,
compliance with accounting standards, the
appointment of auditors and their fees and other
such related functions as the Board may require.
There were three meetings during the year.
Internal advisory responsibilities of the
Company Secretary
The Company Secretary at Attraqt acts as a
trusted adviser to the Chairman and the Board.
In particular, the Company Secretary plays a
vital role in relation to both legal and regulatory
compliance. The Company Secretary also plays
a proactive and central role in ensuring good
governance. In this regard, assistance is provided
to the Board in preparing for and running
effective Board meetings, including the timely
dissemination of appropriate information.
Board evaluation
The Board conducted its first Board evaluation
in July 2018. This took the form of a Chairman
led questionnaire based on clear and relevant
objectives, seeking continuous improvement. In
doing so, it was established that the Board was
well-functioned, balanced and led by the Chair.
The Board plans to conduct the next Board
evaluation in 2022.
Training and development of Board
members
Where appropriate to do so, and if requested
by Board members, Attraqt funds training
opportunities and development of Board
members.
Directors’ remuneration
As set out in the remuneration report, the
remuneration of the executive directors is
determined by the Remuneration Committee. The
remuneration of the Non-Executive Directors is
determined by the Chairman and the Executive
Directors. The directors recognize the importance
of performance related incentives and executive
directors are paid bonuses as deemed appropriate
by the Remuneration Committee.
External advice
The Board and its Committees have only sought
significant external advice in relation to the
structuring of its long-term incentive plan for
employees.
Relations with shareholders
Attraqt recognizes the value of communications
with its shareholders. As well as the statutorily
required news releases via the Stock Exchange,
Attraqt issues updates on matters that it
considers of interest to shareholders and the
wider investing public. It responds quickly to
enquiries and requests from shareholders subject
to the limitations of providing price sensitive
information.
All shareholders receive at least 21 days’ notice
of the annual general meeting at which all the
directors and the Chairman are normally available
to answer from shareholders attending the
meeting.
Attraqt Report & Financial Statements
Governance Report
Corporate governance report
51
Attraqt Report & Financial Statements
Year ended 31st December 2021
Audit committee report
Composition and terms of reference
1st January 2021 to 31st December 2021
Grahame Cook (Chairman), Robert Fenner (Member),
Laura Harnett (Member from 22 March 2022)
Grahame Cook was Audit Committee Chair and Robert
Fenner was a Member for the duration of the 2021
financial year. Laura Harnett was appointed a Member of
the Audit Committee in March 2022.
The Audit Committee meets as required and specifically
to review the interim report and annual report and to
consider the stability and effectiveness of the internal
control processes. The Audit Committee reviews the
findings of the external Auditor and reviews accounting
policies and material accounting judgements.
The independence and effectiveness of the external
auditor is reviewed annually. The Audit Committee is able
to meet separately with the external Auditor without any
Executive Director present to discuss their independence
and objectivity, the annual report, any audit issues
arising, internal control processes, appointment and
fee levels and any other appropriate matters. As well as
providing audit related services the auditors also provide
taxation advice. Fees in respect of audit and tax service
are disclosed in note 6. Fees for non-audit services paid
to the auditors are not deemed to be of such significance
as to impair their independence, and separate teams
are used for the services provided therefore the
Audit Committee considers that the objectivity and
independence of the auditors is safeguarded. The
Committee reviews the audit tender and rotation
annually, in line with applicable laws and regulations.
Internal control
The Board is responsible for establishing and
maintaining Attraqt’s system of internal control
and for reviewing its effectiveness. The system
of internal controls is designed to manage,
rather than eliminate, the risk of failure of the
achievement of business objectives and can only
provide reasonable but not absolute assurance
against material misstatement or loss.
The Audit Committee monitors and reviews the
effectiveness of the system of internal controls
and reports to the Board when appropriate with
recommendations.
The main features of the system of internal
controls are:
•
A control environment exists through the close
management of the business by the executive
directors. Attraqt has a defined organisational
structure with delineated approval limits.
Controls are implemented and monitored by
the executive directors.
•
The Board has a schedule of matters expressly
reserved for its consideration and this
schedule includes acquisitions and disposals,
major capital projects, treasury and risk
management policies and approval of budgets.
•
Attraqt uses a detailed budgeting and
forecasting process. Budgets are prepared
annually by the executive directors and
submitted to the Board for approval.
Forecasts, including cash flow projections, are
updated at least quarterly to reflect changes
in the business and are monitored by the
Board. Actual results are monitored against
the budget on a monthly basis, with variances
highlighted to the Board.
•
Financial risks are identified and evaluated for
any major transactions for consideration by
the Board and Senior Management.
•
Standard financial control procedures are
operated by Attraqt throughout the Group
to ensure that the assets are safeguarded
and that proper accounting records are
maintained.
Board meeting attendance during the year
were as follows:
Board Member
Eligible to attend
Attended
Grahame Cook
3
3
Robert Fenner
3
3
Governance Report
53
Attraqt Report & Financial Statements
Year ended 31st December 2021
Remuneration
committee report
Introduction
1st January 2021 to 31st December 2021
Robert Fenner (Chair), Grahame Cook (Member),
Laura Harnett (Member from 22 March 2022)
Attraqt presents its Remuneration Committee report
for the 2021 financial year, which sets outs the
remuneration framework for our Chairman, our
Executives and our Non-Executive Directors. The
Remuneration Committee report is designed to
provide shareholders with a clear and detailed
understanding of Attraqt’ s remuneration framework.
Robert Fenner is a Non-Executive Director who the
Board does not consider to be independent due to
Attraqt’s on-going relationship with Taylor Wessing.
Robert is a partner of Taylor Wessing LLP and Attraqt
has used services provided by the firm in the year.
Attraqt’s Chairman may attend Committee meetings
as an observer. Grahame Cook is considered to
be an independent director. The Remuneration
Committee is expected to meet not less than once
a year and at such other times as required. Laura
Harnett joined the Remuneration Committee on 22
March 2022.
The Remuneration Committee has responsibility for
determining, within the agreed terms of reference,
the Group’s policy on the remuneration packages
of the chief executive officer, Chairman, and the
executive directors, the group secretary, senior
managers and such other members of the executive
management as it is designated to consider. The
Remuneration Committee also has responsibility
for determining (within the terms of Attraqt’s policy
and in consultation with the Chairman of the Board
and/or the chief executive officer) the total individual
remuneration package for each Executive Director,
the group secretary and other designated senior
executives (including bonuses, incentive payments
and share options or other share awards).
The remuneration of Non-Executive Directors is a
matter for the Chairman and executive directors
of the Board. No director or manager is allowed
to partake in any discussions as to their own
remuneration. In addition, the Remuneration
Committee has the responsibility for reviewing the
structure, size and composition (including the skills,
knowledge and experience) of the Board and giving
full consideration to succession planning. It also has
responsibility for recommending new appointments
to the Board.
The Renumeration Committee relied on Korn Ferry
for external advice with respect to the structuring
the Group’s long term incentive plan and the
appropriate quantum of the related awards. Korn
Ferry was selected to provide this advice based on
their expertise in this area after considering carefully
the suitability of other potential advisors.
Policy on executive directors’
remuneration
Executive remuneration packages are designed
to attract and retain executives with the qualities
and skills responsible for delivering the long-term
growth of Attraqt. The Remuneration Committee
recommends to the Board remuneration packages
by reference to individual performance and uses
the knowledge and experience of the Committee
members, published surveys relating to AIM
companies and data on companies of similar size
and in similar industries.
There are four main elements of the remuneration
package for executive directors and staff: Basic
salaries, bonus, pension, and share options.
Basic salaries are recommended to the Board by
the Remuneration Committee, taking into account
the performance of the individual and the rates for
similar positions in comparable companies. Benefits
in kind comprising death in service and private
medical insurance are available to all staff and
executive directors.
Bonus scheme
Attraqt has a discretionary bonus scheme for staff
and executive directors. No bonus will be paid to
the senior leadership or executive leadership team
members in relation to the 2021 performance.
Governance Report
55
Year ended 31st December 2021
Attraqt Report & Financial Statements
Year ended 31 December 2021
Year ended
31 December
2020
Salary &
directors’
fees
Bonus
Benefits in
kind
Pension
Total
Total
£
£
£
£
£
Executive directors
Mark Adams(i)
(highest paid
director)
234,088
-
2,112
6,978
243,178
129,594
Eric Dodd
186,986
-
2,681
5,610
195,277
251,213
Luke McKeever (ii)
-
-
-
-
-
211,349
Non-Executive Directors
Nick Habgood (iii)
68,696
-
-
-
68,696
70,421
Luke McKeever(ii)
39,273
-
-
-
39,273
20,575
Robert Fenner (iv)
42,536
-
-
-
42,536
40,039
Grahame Cook(v)
43,750
-
-
-
43,750
40,000
Laura Harnett (vi)
23,331
-
-
-
23,331
-
Tom Crawford (vii)
50,260
-
-
-
50,260
-
Total
688,920
-
4,793
12,588
706,301
763,191
The emoluments of the directors were as follows (audited):
i.
Appointed 30 June 2020.
ii.
Resigned 30 June 2020, appointed as a non Executive Director 30 June 2020.
iii.
Is a partner in Azini Capital Partners, the fee for Nick’s services is paid to Azini Capital Partners, see note 20. Resigned 6 September 2021
iv.
A partner in Taylor Wessing, the fee for his services is paid to Taylor Wessing, see note 20.
v.
Appointed 6 January 2020
vi.
Appointed 3 June 2021
vii.
Appointed 6 September 2021
Share options
Attraqt operates a share option scheme for the
executive directors and other employees to motivate
those individuals through equity participation.
Exercise of share options under the scheme is
subject to specified exercise periods and compliance
with the AIM Rules. The scheme is overseen by the
Remuneration Committee which recommends to
the Board all grants of share options based on the
Remuneration Committee’s assessment of personal
performance and specifying the terms under which
eligible individuals may be invited to participate.
Details about the performance and vesting period
can be found in note 17.
Service contracts
The executive directors are employed under service
contracts requiring six months notice by either party.
Non-Executive Directors and the Chairman receive
payments under appointment letters which are
terminable by two months’ notice by either party.
The service contracts of the Non-Executive Directors
are made available for inspection at the AGM.
Policy on Non-Executive Director’s
remuneration
Non-Executive Directors are paid a fee for services
as a director. The fee, which is approved by
the Board, is mindful of the time commitment
and responsibilities of the role and of current
market rates for comparable organizations and
appointments. All Non-Executive Directors and the
Chairman are reimbursed for travelling and other
incidental expenses incurred on company business.
Governance Report
Remuneration Committee report
57
Year ended 31st December 2021
There was no bonus earned in 2021 in relation to services provided in the year. Aggregate emoluments
disclosed above do not include any amounts for the value of options to acquire ordinary shares in the
company granted to or held by the directors.
On the 22 April 2021 the following performance share options were issued to the executive directors,
details are shown in note 17. The performance targets are based on share price performance and
revenue growth performance.
•
Share price performance over 3 years (50% of awards) – 25% of this part of the award will vest at a
share price of 55p increasing on a straight line basis with full vesting at 75p share price on 31
December 2023.
•
Revenue growth performance over 3 years (50% of awards) – 25% of this part of the award will vest
at revenue of £28m increasing on a straight line basis with full vesting at revenue of £31m measured
in financial year ending December 2023.
No share options were exercised in either years.
Outstanding share awards
Attraqt Report & Financial Statements
Executive directors
No of Shares
Grant Price
Grant date
Vesting period
Mark Adams
500,000
1p
22 April 2021
3 years
Eric Dodd
164,000
1p
22 April 2021
3 years
Executive directors
Date of award
Shares granted
Share exercisable
Eric Dodd
15 Dec 2017
1,063,685
16 Dec 2020 – 15 Dec 2027
Eric Dodd
6 Aug 2018
1,063,685
7 Aug 2021 – 6 Aug 2028
Non-Executive Directors
Date of award
Shares granted
Share exercisable
Luke McKeever
25 May 2018
936,315
26 May 2021 – 25 May 2028
Shareholdings
Share options
granted
Shareholdings
Share options
granted
As at 31 December
2021
As at 31 December
2021
As at 31 December
2020
As at 31 December
2020
Mark Adams
263,084
2,750,000
-
2,250,000
Eric Dodd
123,842
2,291,370
123,842
2,127,370
Nick Habgood
24,777,955
-
24,777,955
-
Tom Crawford
37,055
-
-
-
Luke McKeever
370,370
2,000,000
370,370
2,000,000
Robert Fenner
-
-
-
-
Grahame Cook
-
-
-
-
Laura Harnett
-
-
-
-
Statement of directors’ shareholding and share interests
The table below sets out the Directors and non executive shareholdings in the Company.
Performance measures are only attached to the 2021 granted share options.
Remuneration for 2021
% change in basic salary
Chairman
-
CEO
1.5%
CFO
1.5%
Non executive
Directors
6.25%
Robert Fenner
Robert Fenner
Chair of the Remuneration Committee
7 April 2022
Governance Report
Remuneration Committee report
59
Directors report
Year ended 31st December 2021
The directors present their report with the financial statements of Attraqt
Group plc for the year ended 31 December 2021.
Results
The Group made a loss after tax in 2021 of
£3,531,000 (2020 - £2,227,000) on turnover of
£22,863,000 (2020 - £21,003,000) representing a
loss of £0.02 per share (2020: £0.01). The net cash
generated from operating activities was £83,000
(2020 –generated from £517,000).
Dividends
The Board do not propose the payment of a
dividend for the year (2020: £nil).
Directors
All directors are expected to devote as much time as
is required for the proper performance of their
duties. Overall, we anticipate that each director will
spend a minimum of three days a month working
for Attraqt.
The directors shown below either held office during
the reporting period or to the date of this report:
•
Nick Habgood (resigned on 6th September 2021)
•
Tom Crawford (joined on 6th September 2021)
•
Eric Dodd
•
Mark Adams
•
Luke McKeever
•
Robert Fenner
•
Grahame Cook
•
Laura Harnett (joined on 3rd June 2021)
The biographical details of the current directors may
be found in the Board of Directors section and are
incorporated into this report by reference.
Fostering successful relationships
The directors recognise it is important to foster
appropriate business relationships with suppliers,
customers, employees and others to promote the
success of the Group. These initiatives are described
in Section 172 statement.
Qualifying third party indemnity
provisions
Attraqt purchases directors and officer’s insurance
against their cost in defending themselves in legal
proceedings taken against them in that capacity,
and in respect of damages resulting from the
unsuccessful defence of any proceedings.
Financial instruments
Details of Attraqt’s risk management objectives and
policies together with its exposure to financial risk
are set out in note 19 to the financial statements.
Going concern
After making appropriate enquiries, the directors
consider that Attraqt has adequate resources to
continue in operational existence for the foreseeable
future. For this reason, they continue to adopt
the going concern basis in preparing the financial
statements. The going concern disclosures can be
found in note 2 of the financial statements.
Research and Development
Attraqt will continue the research and development
of new products and product enhancements using
its internal expertise and jointly with technology
partners. The selection of developments to be
undertaken is based on feedback from existing and
prospective clients and prioritised according to the
return they can be expected to generate.
Attraqt will continue to invest in research and
development at the same rate as the current year,
to ensure the technological risk as set out in the
strategic report is mitigated.
Political and Charitable Donations
Attraqt made no political or charitable donations in
the 2021 financial year (nil in 2020).
Attraqt Report & Financial Statements
Governance Report
61
Year ended 31st December 2021
Attraqt Report & Financial Statements
Listing
Attraqt’s ordinary shares have been traded on the
AIM Market of the London Stock Exchange since 19
August 2014. Canaccord Genuity Limited is Attraqt’s
nominated advisor and broker. The closing Mid-
Market share price at 31st December 2021 was 31p.
Statement of directors’ responsibilities
The directors are responsible for preparing the
annual report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare the
financial statements for each financial year. Under
that law the directors have elected to prepare
the group and company financial statements in
accordance with the UK adopted international
accounting. Under company law the directors must
not approve the financial statements unless they
are satisfied that they give a true and fair view of
the state of affairs and of the profit or loss for
that period.
In preparing these group and company financial
statements, the directors are required to:
•
Select suitable accounting policies and then
apply them consistently;
•
Make judgements and accounting estimates that
are reasonable and prudent;
•
State whether they have been prepared in
accordance with the UK adopted international
accounting standards subject to any material
departures disclosed and explained in the group
and company financial statements; and
•
Prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that Attraqt will continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the group and company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the group and company and
enable them to ensure that the financial statements
comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding
the assets of the group and company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the
annual report and the financial statements are
made available on a website. Financial statements
are published on Attraqt’s website in accordance
with legislation in the United Kingdom governing
the preparation and dissemination of financial
statements, which may vary from legislation in their
jurisdictions. The maintenance and integrity of the
website is the responsibility of the directors. The
directors’ responsibility also extends to the
ongoing integrity of the financial statements
contained therein.
Key future developments
During 2021 Attraqt progressed the IP transfer and
commercialisation of the Aleph Search technology
it had acquired in 2020. That work is ongoing and
will continue into 2022. The improved integration
of the Aleph Search technology into both the
Fredhopper and XO platforms will strengthen
the product offering in both the Mid-Market and
Enterprise segments.
Attraqt has also made progress with its partnership
programme to enable better distribution of the
products. The directors expect that initiative to
continue and contribute towards new bookings in
2022, as relationships with partners begin to mature
and a partnership sales pipeline is built.
In the period ahead we will continue to focus on
driving the underlying operational effectiveness
and performance of the business. We made solid
progress during 2021 with customer renewals and
upsells to the existing customer base. In 2022, our
focus will turn to penetrating the Mid-Market and
we have increased selling resources to support
this activity.
Statement as to disclosure of
information to auditors
So far as the directors are aware, there is no relevant
audit information (as defined by Section 418 of the
Companies Act 2006) of which the Attraqt’s auditors
are unaware, and each director has taken all the
steps that he ought to have taken as a director in
order to make himself aware of any relevant audit
information and to establish that the Attraqt’s
auditors are aware of that information.
Branches outside the United Kingdom
The Group operates a number of subsidiaries which
include five within the EU.
Auditors
The auditors, BDO LLP, will be proposed for
re-appointment at the forthcoming Annual
General Meeting.
Governance Report
Directors report
63
Eric Dodd
Eric Dodd
Chief Financial Officer
7 April 2022
Independent auditors
report to the members
of the Attraqt Group
Opinion on the financial statements
In our opinion:
We have audited the financial statements of
Attraqt Group Plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31
December 2021 which comprise the consolidated
income statement, the consolidated statement
of comprehensive income, the consolidated
and company statements of financial position,
the consolidated and company statements of
changes in equity, the consolidated statement of
cash flows, and notes to the financial statements,
including a summary of significant accounting
policies.
The financial reporting framework that has been
applied in the preparation of the Group financial
statements is applicable law and UK adopted
international accounting standards. The financial
reporting framework that has been applied in
the preparation of the Parent Company financial
statements is applicable law and United Kingdom
Accounting Standards, including Financial
Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remain independent of the Group and the
Parent Company in accordance with the ethical
requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities
in accordance with these requirements.
•
the financial statements give a true and fair
view of the state of the Group’s and of the
Parent Company’s affairs as at 31 December
2021 and of the Group’s loss for the year then
ended;
•
the Group financial statements have been
properly prepared in accordance with UK
adopted international accounting standards;
•
the Parent Company financial statements
have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
•
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Year ended 31st December 2021
65
Attraqt Report & Financial Statements
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the
going concern basis of accounting in the preparation of the financial statements is
appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
•
We reviewed the directors budget and forecast for the period to December 2023;
•
We evaluated the accuracy of previous budgets, through comparison of the 2021
budget to actual results achieved in 2021;
•
We discussed the movements in the 2022 budget from the prior year with the
directors, focussing on more judgemental areas including revenue growth and
margin updates to those achieved in 2021 considering the revenue pipeline. We
reviewed the directors sensitivity analysis on these key inputs and performed
additional sensitivity analysis to consider the Group’s cash flow sensitivity to these
inputs;
•
We reviewed stress tested forecasts and discussed with the directors the
assumptions made. We performed further stress testing by adjusting the directors
assumptions to see at what point the model would break. We considered the
likelihood of these materialising and the appropriateness of the available mitigating
actions;
•
We tested the arithmetic accuracy of the directors’ cash flow forecasts up to
December 2023, including comparison of operating and working capital movements
with reference to current year movements, adjusted for budgeted increases, and
agreement of financing/investing cash flow amounts to supporting evidence or the
directors calculations;
•
We compared post year end results and cash balance against that forecast; and
•
We reviewed the minutes of post year end Board meetings, and held discussions
with those charged with governance to confirm that there were no significant
changes to business operations that would impact going concern.
Overview
Coverage1
100% (2020 - 100%) of Group revenue
90% (2020 - 88%) of Group expenditure
98% (2020 – 99%) of Group total assets
Key audit matters
1. Revenue recognition
2. Capitalisation of internal development costs
3. Recoverability of Group goodwill, intangible assets and Parent company investments
Materiality
Group financial statements as a whole £457,200 (2020: £315,000) based on 2.0% (2020:
1.5%) of Group revenue.
Year ended 31st December 2021
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group and
Parent Company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Independent auditors report to the
members of the Attraqt Group
67
Attraqt Report & Financial Statements
An overview of the scope of our audit
Our Group audit was scoped by obtaining an
understanding of the Group and its environment,
including the Group’s system of internal control,
and assessing the risks of material misstatement
in the financial statements. We also addressed the
risk of management override of internal controls,
including assessing whether there was evidence of
bias by the Directors that may have represented a
risk of material misstatement.
We have identified three significant components
within the group being Attraqt Limited, Early Birds
SAS and Fredhopper BV which were subject to full
scope audits. The financial information of the
remaining non-significant components were
subject to analytical review procedures. All audit
work on both significant and non-significant
components was performed by the group
engagement team.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the
current period and include the most significant
assessed risks of material misstatement (whether
or not due to fraud) that we identified, including
those which had the greatest effect on: the overall
audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement
team. These matters were addressed in the
context of our audit of the financial statements as
a whole and in forming our opinion thereon,
and we do not provide a separate opinion on
these matters.
Key audit matter
Revenue recognition (notes 2 and 4)
Software as a service (SaaS) revenue is recognised
over the period of the contract.
Services revenue is project based and recognised
based on the percentage of work completed.
Given that the length and terms of sales contracts
can be judgemental, we consider there to be a risk
of fraud and error arising from the inappropriate
or incorrect calculation of the split between
revenue and deferred or accrued revenue.
There is a risk of fraud and error in relation to
incorrect revenue recognition around year end
due to the pressure on management to achieve
forecast profits.
Additionally, there is significant judgement and
complexity in the application of appropriate IFRS
15 Revenue from contracts with customers
accounting for contracts or contract amendments
where these contracts contain unusual or new
contract clauses.
How the scope of our audit addressed
the key audit matter
Our procedures included the following:
•
We recalculated expected revenue and deferred
revenue based on a review of the key contract terms,
together with the amounts and the timing of the
invoices raised for a sample of SaaS revenue.
•
For accrued income, we selected a sample of balances
and traced the work performed through to supporting
timecards and contractual rates to confirm the
revenue is appropriately accrued as at year end.
•
We selected a sample of customers for whom revenue
was recognised in the last quarter; where revenue
has been recorded but no deferred revenue exists
we have reviewed the contracts and final invoice
to confirm the completeness of deferred revenue
recognised at the year end.
•
We recalculated a sample of Service revenue and
deferred/accrued revenue balances based on verified
contract values, hourly rates and timecard data.
•
We completed cut off testing by tracing a sample of
December 2021 and January 2022 Service revenue
recognised through to supporting documentation
and tested that these items had been appropriately
accounted for in the correct accounting period. Cut off
has also been tested by confirming the completeness
of accrued and deferred revenue as noted above.
•
For both revenue streams, we selected manual journal
postings over a set threshold to revenue, deferred and
accrued revenue and agreed any entries outside our
expectations to supporting documentation.
•
We reviewed customers with revenue movements
on prior year over a set threshold and obtained any
relevant new contracts or contract amendments.
We reviewed the contract clauses and assessed
management’s revenue recognition policy applied
against the requirements of IFRS 15.
Key observation: We did not identify any indicators
to suggest that revenue has not been recognised
appropriately in accordance with the applicable
accounting standards.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
69
Attraqt Report & Financial Statements
Key audit matter
Capitalisation of Internal Development
Costs (Notes 2,3 and 12)
The Group capitalises costs incurred in relation
to the development of the software utilised in
the Group’s service offerings to customers.
In accordance with IAS 38 Intangible Assets,
management’s policy is to capitalise
development costs on internally developed
software products if these costs can be reliably
measured and meet the relevant capitalisation
criteria of the standard, including that future
economic benefit would be generated from
the project.
There is a significant management judgement
in the application of IAS 38 criteria to research
and development costs and therefore we
assessed that this reflects a significant risk that
development costs are incorrectly capitalised
in the year.
Key audit matter
Recoverability of Group goodwill,
intangible assets and Parent Company
Investments
Group (Notes 2, 3 and 12) Parent
(Parent Company notes 1 and 2)
The Group has significant goodwill balances
of £25,649k from a previous year’s
acquisitions which, as required by IAS 36
Impairment of Assets, is tested for
impairment on an annual basis.
Given the significance of the balance of
goodwill to the Group financial statements, a
potential impairment would have a significant
impact on reported results of the Group.
We consider there to be a significant risk in
this impairment review due to the extent of
management judgement in determining the
underlying assumptions used in the
impairment review. These assumptions
include the discount rate, revenue and margin
growth and the terminal growth rate.
Management exercise significant judgement
in assessing whether there is an indication of
impairment.
How the scope of our audit addressed
the key audit matter
Our procedures included the following:
•
With the assistance of our internal valuation experts,
we tested the key inputs including the discount rate
against externally available data and best practise.
•
We recalculated the Group’s value in use and
compared these values against the carrying value
of the CGU which includes the Group’s intangible
assets and the investment in subsidiaries value within
the parent company, to consider if an impairment
is required.
•
We have reviewed management’s sensitivity analysis
performed on discount and growth rates; for
sensitivities on revenue and EBITDA, we have
considered past performance and understood from
management how they plan to achieve the forecast
performance going forward. We performed further
downside sensitivity analysis on key drivers of the
valuation including revenue growth, terminal value
and discount rates to determine the available
headroom before an impairment would be required.
•
We reviewed the market capitalisation of the Group
for any indication of impairment against the carrying
value of the CGU which includes the group’s intangible
assets and parent company investments.
Key observation: We did not identify anything to suggest
that the judgements made by management in their
annual impairment review were inappropriate, or that the
impairment review failed to identify indicators impacting
the recoverability of goodwill and intangible assets in
the Group or investments in subsidiaries in the
Parent Company.
How the scope of our audit addressed
the key audit matter
Our procedures included the following:
•
We reviewed a sample of internal and external
development costs capitalised in the year and
assessed whether the IAS 38 criteria for capitalisation
were met.
•
We made enquiries of the relevant project managers
in the development team to obtain an understanding
of the project nature, timing and commercial
feasibility. For completed projects we checked that
these were being utilised.
•
We performed recalculations of staff costs capitalised
based on contractual employment terms for the
relevant staff member, and hours charged to
underlying timecards to ensure that the costs
capitalised were in compliance with IAS 38.
Key observation: We did not identify anything to suggest
that the judgements made by management in the
capitalisation of internal development costs were
inappropriate or materially incorrect.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
71
Attraqt Report & Financial Statements
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the
magnitude by which misstatements, including omissions,
could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality, we
use a lower materiality level, performance materiality, to
determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole and performance materiality as follows:
Group financial statements
Parent company financial statements
2021
£’000
2020
£’000
2021
£’000
2020
£’000
Materiality
457
315
411
284
Basis for
determining
materiality
2% Group revenue
1.5% Group revenue
1.5% of total assets,
restricted to 90% of
Group Materiality
1.5% of total assets,
restricted to 90% of
Group Materiality
Rationale for the
benchmark applied
Revenue was considered to be most
appropriate basis for determining
materiality due to the focus on on-going
investment in growth through acquisition
and development of software. Revenue also
provides a consistent year on year basis for
determining materiality and has been
determined to be the most relevant
performance measure for the stakeholders
of the Group.
An increase in the threshold set was
considered to be appropriate based on our
knowledge of the entity and the users of
the financial statements. There has also
been no significant changes to the Group
structure or ownership in the
current year.
As a holding entity, total assets is a key
measure of performance for stakeholders.
Materiality was capped at 90% of Group
materiality given the assessment of the
component’s aggregation risk.
Performance
materiality
£320k
£204k
£287k
£213k
Basis for
determining
performance
materiality
70% (2020: 65%) of materiality. The increase
from the prior year takes into consideration
our risk assessment, the history of
adjustments and managements attitude
towards making such adjustments.
70% (2020: 75%) of materiality.
Performance materiality has been adjusted
to be consistent with Group materiality.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
73
Attraqt Report & Financial Statements
Component materiality
We set materiality for each component of the Group
based on a percentage of between 48% and 88% of
Group materiality dependent on the size and our
assessment of the risk of material misstatement of
that component. Component materiality ranged from
£219,400 to £402,100. In the audit of each
component, we further applied performance
materiality levels between 70% and 75% of the
component materiality to our testing to ensure that
the risk of errors exceeding component materiality
was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we
would report to them all individual audit
differences in excess of £13,700 (2020: £6,300).
We also agreed to report differences below this
threshold that, in our view, warranted reporting
on qualitative grounds.
Other information
The Directors are responsible for the other
information. The other information comprises the
information included in the Report and financial
statements other than the financial statements
and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our
responsibility is to read the other information and,
in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material
misstatements, we are required to determine
whether this gives rise to a material misstatement
in the financial statements themselves. If, based
on the work we have performed, we conclude that
there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
75
Attraqt Report & Financial Statements
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Responsibilities of Directors
As explained more fully in the Statement of
Director’s Responsibilities, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparation of financial statements that are free
from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the
Directors are responsible for assessing the
Group’s and the Parent Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern and
using the going concern basis of accounting unless
the Directors either intend to liquidate the Group
or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement
when it exists. Misstatements can arise from
fraud or error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these
financial statements.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic report and the Directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
•
the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and
its environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
•
the Parent Company financial statements are not in agreement with the accounting
records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
77
Attraqt Report & Financial Statements
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
•
We obtained an understanding of the legal and regulatory frameworks through our accumulated
knowledge and consideration of sector information that is applicable to the Group.
•
We focused on laws and regulations that could give rise to a material misstatement in the Group
and Parent Company financial statements, including, but not limited to, accounting standards,
Companies Act 2006 and certain requirements from UK and overseas sales tax, employment tax and
corporation tax legislation. We have reviewed disclosures within the accounts and agreed them
through to supporting documentation.
•
We obtained an understanding of how the Group is complying with those legal and regulatory
frameworks by making enquiries of management and those responsible for legal and compliance
procedures. We corroborated our enquiries where appropriate through our review of Board
minutes and correspondence with the relevant tax authorities.
•
We assessed the susceptibility of the Group and Parent’s financial statements to material
misstatement, including how fraud might occur by discussing with those charged with governance.
We considered there was a susceptibility of fraud relating to management override of controls and
improper revenue recognition.
In addressing the risk of fraud including the management override of controls we:
•
Reviewed the appropriateness of journal entries that were considered to be unusual or higher risk
by agreeing the journal raised through to supporting documentation;
•
Assessed whether the judgements made by management in making accounting estimates are
indicative of a potential bias; and
•
Evaluated the business rationale of any significant transactions that are unusual or outside the
normal course of business.
•
In addressing this risk of fraud in revenue recognition, the procedures set out in the key audit
matters section above.
The engagement partner has assessed and confirmed that the engagement team collectively had the
appropriate competence and capabilities to identify or recognize non-compliance with laws and
regulations.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery, misrepresentations or through collusion. There are inherent limitations in the
audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely we are to become
aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Year ended 31st December 2021
Independent auditors report to the
members of the Attraqt Group
79
Attraqt Report & Financial Statements
Use of our report
This report is made solely to the Parent Company’s
members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Parent Company’s members those matters
we are required to state to them in an auditor’s
report and for no other purpose. To the fullest
extent permitted by law, we do not accept or
assume responsibility to anyone other than the
Parent Company and the Parent Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Nigel Harker
Nigel Harker
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Gatwick, UK
7 April 2022
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
Year ended 31st December 2021
81
Attraqt Report & Financial Statements
Consolidated
income statement
Consolidated statement
of comprehensive income
Attraqt Report & Financial Statements
Year ended 31st December 2021
Note
2021
2020
£’000
£’000
Revenue
4
22,863
21,003
Cost of Sales
4
(6,698)
(5,502)
Gross profit
16,165
15,501
Administration expenses
(19,763)
(17,822)
Exceptional administrative expenses
5
(562)
(256)
Total administrative expenses
(20,325)
(18,078)
Loss from operations
6
(4,160)
(2,577)
Net finance costs
(82)
(58)
Loss before tax
(4,242)
(2,635)
Taxation credit
8
711
408
Loss for the year
(3,531)
(2,227)
Loss per share attributable to the ordinary equity holders of the company
Basic and diluted EPS
9
(1.8p)
(1.2p)
Note
2021
2020
£’000
£’000
(Loss) for the year
(3,531)
(2,227)
Foreign exchange translation differences
(251)
(50)
Total other comprehensive (loss) for the year
(251)
(50)
Total comprehensive (loss) for the year, attributable to shareholders of the parent
(3,782)
(2,277)
The notes form an integral part of these financial statements.
The notes form an integral part of these financial statements.
For the year ended 31 December 2021
For the year ended 31 December 2021
83
Consolidated statement
of financial position
Consolidated statement
of changes of equity
Attraqt Report & Financial Statements
Notes
2021
2020
£’000
£’000
Non-current assets
Plant and equipment
10
220
243
Right of use assets
11
1,171
1,073
Intangible assets
12
41,211
40,585
Total non-current assets
42,602
41,901
Current assets
Trade and other receivables
14
6,026
6,155
Cash and cash equivalents
15
3,515
6,591
Corporation tax
494
573
Total current assets
10,035
13,319
Total assets
52,637
55,220
Current Liabilities
Trade and other payables
18
10,080
11,667
Corporation tax
672
267
Total current liabilities
10,752
11,934
Non-current liabilities
Deferred tax liability
8
2,481
2,839
Bank Loan
394
-
Lease liability
11
686
737
Total non-current liabilities
3,561
3,576
Net Assets
38,324
39,710
Equity
Issued capital
16
2,016
1,961
Share premium
16
55,480
53,251
Merger reserve
1,457
1,457
Share based payment reserve
17
1,697
1,585
Foreign exchange reserve
(526)
(275)
Accumulated deficit
(21,800)
(18,269)
Total equity attributable to equity holders of the parent
38,324
39,710
For the year ended 31 December 2021
For the year ended 31 December 2021
Notes
Share
capital
Share
premium
Merger
reserve
Share
based
payment
reserve
Foreign
exchange
reserve
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2020
1,800
48,516
1,457
1,423
(225)
(16,042)
36,929
Loss for the year
-
-
-
-
-
(2,227)
(2,227)
Foreign currency translation differences
-
-
-
-
(50)
-
(50)
Total comprehensive loss for the year
-
-
-
-
(50)
(2,227)
(2,277)
Contributions by and distributions to
owners
Shares issued
16
161
4,991
-
-
-
-
5,152
Issue costs
-
(256)
-
-
-
-
(256)
Contingent shares to be issued
-
-
-
103
-
-
103
Share based payment charge
17
-
-
-
59
-
-
59
Total contributions by and distributions
to owners
161
4,735
-
162
-
-
5,058
Balance at 31 December 2020
1,961
53,251
1,457
1,585
(275)
(18,269)
39,710
Loss for the year
-
-
-
-
-
(3,531)
(3,531)
Total comprehensive loss for the year
-
-
-
-
-
(3,531)
(3,531)
Contributions by and distributions to
owners
Shares issued
16
55
2,229
-
-
-
-
2,284
Issue costs
-
-
-
-
-
-
-
Contingent shares to be issued
-
-
-
(103)
-
-
(103)
Share based payment charge
17
-
-
-
215
-
-
215
Foreign currency translation differences
-
-
-
-
(251)
-
(251)
Total contributions by and distributions
to owners
55
2,229
-
112
(251)
-
2145
Balance at 31 December 2021
2,016
55,480
1,457
1,697
(526)
(21,800)
38,324
The notes form an integral part of these financial statements
Year ended 31st December 2021
The notes form an integral part of these financial statements.
85
Consolidated statement
of cash flows
Attraqt Report & Financial Statements
For the year ended 31 December 2021
Notes
2021
2020
£’000
£’000
Cash flows from operating activities
Loss for the year
(3,531)
(2,227)
Adjustments for:
Depreciation of property, plant and equipment
10
142
139
Amortisation of intangible fixed assets
12
3,454
2,817
Depreciation of right of use assets
11
522
574
Income tax (credit)
8
(711)
(408)
Share based payment expense
17
215
59
Finance costs
82
58
Foreign exchange differences
(49)
(99)
124
913
Decrease/(increase) in trade and other receivables
129
(1,110)
(Decrease)/Increase in trade and other payables
(1,011)
880
Cash (used)/generated in operating activities before interest and tax
(758)
683
Taxation received/(paid)
841
(166)
Net cash generated in operating activities
83
517
Cash flows used in investing activities
Asset purchase
(350)
-
Fair value gain on forward contract
-
-
Purchases of Property, plant and equipment
10
(128)
(66)
Additions of internal software development intangible
12
(2,025)
(1,341)
Net cash (used)/generated from investing activities
(2,503)
(1,407)
Notes
2021
2020
£’000
£’000
Cash flows from financing activities
Lease payments
(540)
(626)
Lease interest
(66)
(61)
Interest received
-
3
Issue of ordinary shares, net of issue costs
-
3,744
Loan received
-
450
Repayments of loan
(26)
(27)
Net cash (used in)/ generated from financing activities
(632)
3,483
Net (decrease)/ increase in cash and cash equivalents
(3,052)
2,593
Cash and cash equivalents at beginning of year
6,591
3,950
Effect of foreign currency exchange rate changes
(24)
48
Cash and cash equivalents at end of year
15
3,515
6,591
Year ended 31st December 2021
The notes form an integral part of these financial statements.
The notes form an integral part of these financial statements
87
1. General Information
Attraqt Group plc (“the Company”) and its subsidiaries (collectively, the ‘Group’) principal activity is
the development and provision of eCommerce site search, merchandising and product
recommendation technology.
The financial statements for the year ended 31 December 2021 were authorised for issue by the Board of
Directors of the Company on 7 April 2022.
The Company is a public limited company which is quoted on the Alternative Investment Market on the
London Stock Exchange, and is incorporated, registered and domiciled in England and Wales
(registered number: 08904529). The address of its registered office is 7th Floor, 222-236 Gray’s Inn
Road, London, WC1X 8HB.
2. Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements of Attraqt Group plc for the year ending 31 December 2021 comprise
the results of Attraqt Group plc (‘the Company’) and its subsidiaries (together, the ‘Group’). These financial
statements have been prepared on a going concern basis and in accordance with UK adopted international
accounting standards subject to any material departures disclosed and explained in the group and company
financial statements. The parent company financial statements have been prepared in accordance with FRS
101, Financial Reporting Standards Framework. The Group financial statements are presented in UK sterling
and all values are rounded to the nearest thousand pounds (£’000), except when otherwise indicated.
The requirements of the Companies Act 2006 here means accounts being prepared in accordance with
‘international accounting standards’ as defined in section 471(1) of the Act, as it applied immediately before
the Implementation Period completion day (end of transition period), including where the company also
makes use of which have been adopted for use within the United Kingdom in accordance with regulation
1(5) of the International Accounting Standards and European Public Limited Liability Company (Amendment
etc.) (EU Exit) Regulations 2019.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s
accounting policies. Further details on the Group’s critical judgements and estimates are included in note 3.
Going concern
As part of the Directors’ consideration of the appropriateness of adopting the going concern basis in
preparing the financial statements, given the uncertainty of COVID-19, the Group has continued to monitor
the impact of COVID-19 by reviewing the monthly results versus the budget set for 2021.
The Group has not seen a severe impact in the year with consolidated Revenue up year on year. The
consolidated cash balance available to the Group is healthy at £3,515,000. The Group has continued to offer
services and support to our clients uninterrupted by the national lockdowns in 2021 and has not relied upon
any furlough schemes available. The Group, via Attraqt Limited, took advantage of available options in 2020
to defer VAT which was settled in quarter 1 of 2021.
To address uncertainties arising in the current environment, the Group has maintained the additional
financing secured in 2021 of an overdraft facility of £250,000 within Attraqt Limited and will repay the EUR
500,000 loan via its French subsidiary Early Birds S.A.S. over a 5 year period with the first repayment being
due in July 2022.
The Group has assessed the ongoing situation in Ukraine and there is limited impact to the business
because the Group has no customers or assets in Ukraine, Belarus or Russia. We note that some of our
multinational customers have paused business operations in Russia in response to the situation but due to
the global reach of these customers, the Group has determined that there will be limited effect. The Group
will continue to monitor the situation.
The Group’s Directors have revised the Groups forecast taking into account the resilience of future sales,
customers and the impacts of future possible COVID-19 related national lockdowns and performed
sensitivity analysis on monthly consolidated cash flows to April 2023. Those forecasts make assumptions in
respect of future trading conditions, notably the economic environment and its impact on Group’s revenues.
The forecasts take into account foreseeable downside risks, based on the information that is available to the
Directors at the time of approval of these financial statements, however it is not possible to quantify the
ongoing impact with certainty.
Directors have identified that there is sensitivity to a reduction in revenue receipts, with sustained reduction
of over 9% of annual recurring revenue bringing the Group outside existing cash facilities without any
mitigating cost reductions, however they consider this to be unlikely given the impact seen within the
business in the current financial year to date and the return to normal with the lifting of restrictions.
Should revenue cash flows deteriorate, management would take some mitigating actions, which include but
are not limited to:
•
Negotiating longer credit terms with suppliers;
•
Changing invoicing terms with customers to upfront payment;
•
Reduction in marketing spend in relation to events; and
•
Delay in staff recruitment.
Based on the above, acknowledging the uncertainty in the economic environment as a result of the
pandemic, the Board remains satisfied that the Group holds sufficient cash together with bank and other
facilities and has further options available to meet its working capital requirements for at least 12 months
from the date of approval of these financial statements and therefore supports the preparation of the
financial statements on a going concern basis.
Attraqt Report & Financial Statements
Notes to the financial statements
Year ended 31st December 2021
89
Revenue
Revenue represents sales to external customers at invoiced amounts less value added tax or local taxes on
sales. Where work is completed at the year-end but not invoiced, the Attraqt Group accrues for this income.
Attraqt invoices in advance which is reported as deferred income and is recognised as revenue in the
income statement as the service is delivered to the customer. The Group derives the majority of its revenue
from the provision of e-commerce services via a license fee to online retailers which includes site search,
merchandising and product recommendation technology. The Group determines the transaction price to
which it expects to be entitled in return for providing the promised obligation to the customer based on the
committed contractual amounts fixed cost agreed it with clients. The Group has the following revenue
streams:
SaaS license fee: In the case of SaaS Licence Fee only contracts, revenue is recognised over time which is
measured based on the dates defined in the contract, as the customer has access to the vendor’s intellectual
property as it exists at any given time throughout the licence period. Implementation fees associated with
these licenses are recognised over the transaction period which is defined in the contract, fees not
associated with a license are recognised at the end of the implementation period.
On-going services: Revenue in relation to Technical Consulting/Business consulting contracts have distinct
performance obligations I.e. the number of consulting days defined in the contract, will be recognised at a
point in time according to time and materials used – therefore, once the customer consumes the benefits
from the service provided, the revenue is recognised. Revenue from the sale of prepaid services are
deferred until such time that the client utilises the services, or the contract expires. Utilisation of services can
include either milestones set out in the project or consultancy days, therefore revenue is recognised when
the consultancy days have been consumed or milestones defined in the project have been met.
Overage fees: In the case where overage charges apply, revenue is recognised immediately based on the
terms defined in the contract, as Attraqt Group do not become entitled to revenue for these charges until it
is certain that the usage will breach 100% of the allowance in the contract.
Contract assets represent prepaid commission to employees, this is recognised over the life of the
corresponding customer contract in order to match the liability with the revenue earned.
Contract liabilities represents deferred income, which is recognised in over time in accordance with the
customer contract.
Exceptional items
Exceptional items are those which, by virtue of their nature, size or incidence, either individually or in
aggregate, need to be disclosed separately to allow full understanding of the underlying performance of
the Group.
Attraqt Report & Financial Statements
Foreign currency translation
The functional and presentation currency of Attraqt Group plc is GBP. Transactions in foreign currencies are
translated into the functional currency using exchange rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange
ruling at the balance sheet date. Exchange differences arising on the settlement of monetary items and on
the retranslation of monetary items are taken to the consolidated income statement.
For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign
subsidiary undertakings are translated at the exchange rates ruling at statement of financial position date.
Profit and loss items are translated at the exchange rate ruling at the date of the transaction. Exchange
differences arising are taken to the Group’s foreign currency translation reserve.
Pension
The Group operates a defined contribution scheme. Obligations for contributions to the defined
contribution pension schemes are recognised as an expense in the income statement as incurred.
Government grants
Government grants are recognised at fair value when the grant is received and recognised in the statement
of profit or loss. The government grants are netted against the expenses of the same nature.
Intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a
straight-line basis over their useful economic lives.
Intangible assets are recognised on business combinations if they are separable from the acquired entity or
give rise to other contractual/legal rights.
Externally acquired intangible assets not acquired as part of a business combination are initially recognised
at cost and subsequently amortised on a straight line basis over their useful economic lives.
Year ended 31st December 2021
91
Internally generated intangible assets (development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
•
it is technically feasible to develop the product for it to be sold;
•
adequate resources are available to complete the development;
•
there is an intention to complete and sell the product;
•
the Group is able to sell the product;
•
sale of the product will generate future economic benefits; and
•
expenditure on the project can be measured reliably.
Capitalised development costs are amortised over three years. The amortisation expense is included within
administrative expenses in the consolidated statement of comprehensive income.
Development expenditure not satisfying the above criteria and expenditure on the research phase of
internal projects are recognised in the consolidated statement of comprehensive income as incurred.
Where there is an event or change in circumstance in relation to such judgement, the Group must make an
estimate of the expected future economic benefits to determine that assets are not impaired.
Impairment of assets
Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows.
Consolidation
The results of all subsidiary undertakings are included in the consolidated financial statements. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated financial statements from the date the Group gains control until the date the Group ceases to
control the subsidiary.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if, and only if, the Group has: power over the investee (i.e., existing rights that
give it the current ability to direct the relevant activities of the investee); exposure, or rights, to variable
returns from its involvement with the investee; and the ability to use its power over the investee to affect
its returns.
Attraqt Report & Financial Statements
The significant intangibles recognised by the Group, their useful economic lives and the methods used to
determine the cost of intangibles acquired in a business combination are as follows:
Intangible Asset
Useful
economic
life for
Fredhopper
intangibles
Useful
economic life
for Early Birds
intangibles
Useful
economic life
for Aleph
intangibles
Valuation Method
Customer
Relationships
11 years
9 years
n/a
Excess Earnings Method - the value of
the intangible asset is the present value
of the after-tax cash flows potentially
attributable to it, net of the return on
fair value attributable to tangible and
other intangible assets.
Existing Technology
7 years
10 years
10 years
Relief from Royalty Method - the value
of intangible assets are estimated by
capitalising the royalties saved because
the company owns the intangible asset.
Trade Names
10 years
10 years
n/a
Relief from Royalty Method - the value
of intangible assets are estimated by
capitalising the royalties saved because
the company owns the intangible asset.
The amortisation expense is charged to the administrative expense line in the consolidated statement of
comprehensive income.
Year ended 31st December 2021
93
Attraqt Report & Financial Statements
Plant and machinery
3 years
Fixtures and fittings
3 years
Leasehold
improvements
Over the life of the lease
Business combinations
Business combinations completed prior to 1 January 2020 are accounted for using the acquisition method.
Business combination completed on or after 1 January 2020 the Group has a choice, on a transaction by
transaction basis to use a concentration test whereby if substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset then this is recognised as an asset acquisition and not
a business combination, if this test is not met the acquisition is accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the consideration transferred measured at
acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value
or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed
as incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair value of the assets, liabilities and
contingent liabilities of acquired businesses at the date of acquisition. Goodwill is stated at cost less
accumulated impairment losses.
Goodwill is allocated to one cash-generating unit and is not amortised but is tested annually for impairment,
or more frequently if there is an indication that the value of the goodwill may be impaired.
Property, plant and equipment
Property, plant and equipment is initially recognised at cost and is stated at cost less
accumulated depreciation.
Property, plant and equipment is depreciated to reduce the carrying amounts of the assets, less their
estimated residual values, over their expected useful lives, as follows:
Leasehold Improvements
Leasehold improvements are initially recognised at cost and is stated at cost less
accumulated depreciation.
Leasehold improvements are depreciated to reduce the carrying amounts of the assets, less their
estimated residual values, over their expected useful lives, as follows:
Leases
The group leases various offices and equipment. Rental contracts are typically made for fixed periods of 1 to
5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a
wide range of different terms and conditions. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line
basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Leases not meeting low value or short term of less than 12 months criteria are recognised as a right-of-use
asset and a corresponding liability at the date at which the leased asset is available for use by the group.
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life
and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
•
fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•
variable lease payment that are based on an index or a rate;
•
amounts expected to be payable by the Group under residual value guarantees;
•
the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
•
payments of penalties for terminating the lease, if the lease term reflects the Group exercising
that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
determined, the lessee’s incremental borrowing rate is used, being the rate that the Group would have to
pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment
with similar terms and conditions.
Year ended 31st December 2021
95
Attraqt Report & Financial Statements
Right-of-use assets are measured at cost comprising the following;
•
the amount of the initial measurement of lease liability;
•
any lease payments made at or before the commencement date less any lease incentives received;
•
any initial direct costs, and
•
restoration costs.
When the Group renegotiates the contractual term of a lease, the lease liability is remeasured using the
discount rate applicable on the modification date, with the right of use asset being adjusted by the same
amount.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and a bank loan. The bank loan is repayable
over a five year period with no interest. There are no bank overdrafts in either year presented.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
deducted from share premium.
Share based payments
The Group has issued share options to certain employees, in return for which the Group receives services
from employees. The fair value of the employee services received in exchange for the grant of the options is
recognised as an expense, the Group fair values the options at the grant date using the Black Scholes
valuation model to establish the relevant fair values for CSOP options. In 2021 the Group has issued nil cost
options to Management and Executive members which have been equally split between those with market
conditions and those with a non-market performance condition. The nil cost options with market conditions
are fair valued using the Monte Carlo valuation model and the nil cost options with a non-market
performance condition are assessed at the end of each financial year to determine the probability of the
non-market performance condition being achieved at the vesting date.
The total amount to be expensed is determined by reference to the fair value of the options granted
including any market performance conditions (for example the Group’s share price) but excluding the impact
of any service or non-market performance vesting conditions (for example the requirement of the grantee
to remain an employee of the Group).
Non-market vesting conditions are included in the assumptions regarding the number of options that are
expected to vest. The total expense is recognised over the vesting period. At the end of each period the
Group revises its estimates of the number of options expected to vest based on the non-market vesting
conditions. It recognises the impact of any revision in the income statement with a corresponding
adjustment to equity.
Taxation including deferred taxation
Total income tax on the result for the year comprises current and deferred tax. Income tax is recognised in
the income statement except to the extent that it relates to items recognised directly in equity and other
comprehensive income, in which case it is recognised directly in equity and other comprehensive income.
Current tax is the expected tax payable on the taxable result for the year, using tax rates enacted, or
substantively enacted, at the balance sheet date, and any adjustments to tax payable in respect of
previous years.
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in
which the Group carries out its operations. They are calculated according to the tax rates and tax laws
applicable to the fiscal period and the country to which they relate. All changes to current tax liabilities are
recognised as a component of tax expense in the income statement unless the tax relates to an item taken
directly to equity in which case the tax is also taken directly to equity. Tax relating to items recognised in
other comprehensive income is recognised in other comprehensive income.
Deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes, except for:
•
goodwill not deductible for tax purposes;
•
the initial recognition of an asset or liability in a transaction that is not a business combination and
which, at the time of the transaction, affects neither the accounting profit nor the taxable profit
or loss; and
•
investments in subsidiary companies where the timing of the reversal of the temporary difference
is controlled by the Group and it is probable that the temporary difference will not reverse in the
foreseeable future.
The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the
carrying amounts of assets and liabilities, using tax rates enacted, or substantively enacted, at the balance
sheet date. A deferred tax asset is only recognised to the extent that it is probable that future taxable profits
will be available against which the asset can be used.
Year ended 31st December 2021
97
Attraqt Report & Financial Statements
Financial instruments
Recognition, derecognition and measurement of financial instruments
Financial assets and financial liabilities are recognised when Attraqt Group becomes party to the contractual
provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the
cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards
are transferred. A financial liability is derecognised when the related contractual obligation is extinguished,
discharged or cancelled, or when it expires. Financial instruments are recognised and derecognised using
settlement date accounting. On initial recognition, financial instruments are measured at fair value. Fair
value on initial recognition includes transaction costs directly attributable to the acquisition or issue of
financial instruments, except for financial instruments carried at fair value through profit or loss, for which
transaction costs are recognised in the consolidated statement of comprehensive income in the period
when they are incurred. The Groups Financial assets include trade receivables, other receivables, and cash
and cash equivalents, financial liabilities include trade payables, employee benefits, bank loan and
employee benefits.
Classification of financial instruments
Financial assets
On initial recognition, a financial asset is classified and subsequently measured at:
•
amortised cost;
•
fair value through profit or loss (FVTPL); or
•
fair value through other comprehensive income (FVOCI).
Business model assessment
The classification depends on Attraqt Group’s business model for managing these financial assets and the
contractual terms of the financial asset’s cash flows. The business models objectives are broken down into
three categories:
•
Financial assets held solely to collect contractual cash flows;
•
Financial assets held both to collect contractual cash flows and selling the assets; and
•
Financial assets that are managed on a fair value basis.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as FVTPL:
•
The asset is held within a business model whose objective is to hold assets to collect contractual cash
flows.
•
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal outstanding.
A financial asset is measured at FVOCI only if it meets both of the following conditions and is not
designated as FVTPL:
•
The asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets.
•
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal outstanding.
All other financial assets are classified as measured at FVTPL.
Impairment of financial assets measured at amortised cost
The Group assesses on a forward looking basis expected credit losses associated with its debt
instruments carried at amortised cost. The impairment methodology applied for trade receivables is the
simplified approach, which requires expected lifetime losses to be recognised from initial recognition of
the receivables.
Write-off policy
Financial assets are written-off after the Group has exhausted all possible avenues of recovery from the
customer and there is no realistic prospect of recovering the amounts owed.
Financial liabilities
The Attraqt Group classifies its financial liabilities at amortised cost unless it has designated liabilities at
FVTPL or is required to measure liabilities at FVTPL, these include trade payables and short-term monetary
liabilities. The Attraqt Group designates a financial liability as measured at FVTPL on initial recognition when
it eliminates an accounting mismatch that would otherwise arise from measuring assets or liabilities on a
different basis. A description of the basis for each designation is set out in the major types of financial
instruments section of this note.
Subsequent measurement of financial instruments
Financial instruments are measured in subsequent periods either at fair value or at amortised cost
depending on the financial instrument classification.
Year ended 31st December 2021
99
The Group is currently assessing the impact of these new accounting standards and amendments.
The Directors do not expect the adoption of these standards, interpretations and amendments to have a
material impact on the Consolidated or Parent Company financial statements in the period of initial
application.
3. Critical Accounting Judgements And Estimates
In the application of the Group’s accounting policies, the Directors are required to make judgements
and estimates about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates. There were
no material judgements or estimates used on application of IFRS 9 Financial Instruments or IFRS 15
Revenue from contracts with customers, there were no contracts that straddled year end which
required any judgement. The following accounting policies have been identified as involving particularly
complex judgements or subjective estimates:
Judgements
•
Leases
Extension and termination options are included in a number of property leases across the Group as
well as contracts that include rolling lease periods. These terms are used to maximise operational
flexibility in terms of managing contracts. The majority of extension and termination options held are
exercisable only by the Group and not by the respective lessor.
In determining the lease term, management considers all facts and circumstances that create an
economic incentive to exercise an extension option, allow the lease to roll forward for a further lease
period or not exercise a termination option. Extension options and rolling lease periods (or periods
after termination options) are only included in the lease term if the lease is reasonably certain to be
extended (or not terminated). The assessment is reviewed if a significant event or a significant change
in circumstances occurs which affects this assessment and that it is within the control of the Group.
Attraqt Report & Financial Statements
101
Financial instruments classified as at amortised cost
Subsequent to initial recognition, financial assets and liabilities classified in this category are recognized at
amortised cost using the effective interest method. The effective interest rate is the rate that exactly
discounts the estimated future cash payments and receipts through the expected life of the financial asset
or liability to its carrying amount. When calculating the effective interest rate, the Attraqt Group estimate
future cash flows, considering all contractual terms of the financial instrument. Interest income, interest
expense and the amortisation of loans fees are presented in the Consolidated Statement of Income.
Financial instruments classified as at fair value through profit or loss
Subsequent to initial recognition, gains and losses upon the sale, disposal or write-off of these financial
instruments are included directly in the Consolidated Statement of Comprehensive Income and are reported
within administrative expenses.
Equity Instruments
The Attraqt Group measures equity instruments at FVTPL, changes in the fair value would be recognised in
Statement of Comprehensive Income.
Changes in accounting policy
New standards, interpretations and amendments not applied
As at date of approval of the Group financial statements, the following new and amended standards,
interpretations and amendments in issue are applicable to the Group but not yet effective and thus, have
not been applied by the Group:
Effective date*
Amendments to IAS 1: Classification of Liabilities as Current or Non-Current
1 January 2022†
Annual improvements to IFRS standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16
and IAS 41)
1 January 2022†
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
1 January 2023†
Definition of Accounting Estimates (Amendments to IAS 8)
1 January 2023†
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction
(Amendments to IAS 12).
1 January 2023†
*The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. Following the UK’s withdrawal from the EU
on 31 December 2020, the UK-adopted international accounting standards will be applicable. In the majority of cases this will result in an effective
date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group’s discretion to early adopt
standards.
†At the date of authorisation of these financial statements, these standards and interpretation have not yet been endorsed or adopted by the UK.
Year ended 31st December 2021
Attraqt Report & Financial Statements
•
Capitalisation and impairment of development costs
It is a requirement under IFRS that development costs that meet the criteria prescribed in the
standard are capitalised. The assessment of each project requires that a judgement is made as to the
commercial viability and the ability of the Group to bring the product to market. Where there is an
event or change in circumstance in relation to such judgement, the Group must make an estimate of
the expected future economic benefits to determine that assets are not impaired.
Estimates
•
Share based payments
Share options are recognised as an expense based on their fair value at date of grant and staff
turnover. The fair value of the options is estimated through the use of a valuation model – which
require inputs such as the risk-free interest rate, expected dividends, expected volatility and the
expected option life – and is expensed over the vesting period. Some of the inputs used to calculate
the fair value are not market observable and are based on estimates derived from available data, such
as employee exercise behaviour and employee turnover.
•
Goodwill Impairment
Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate
that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill
has been impaired, the cash-generating unit to which goodwill has been allocated must be valued
using present value techniques. When applying this valuation technique, the Group relies on a number
of factors, including historical results, business plans, forecasts and market data. This is further
described in note 12. As can be deduced from this description, changes in the conditions for these
judgements and estimates can significantly affect the assessed value of goodwill.
•
Valuation of acquired intangible assets
Intangible assets acquired in a business combination are required to be recognised separately from
goodwill and amortised over their useful life if they are subject to contractual or legal rights or are
separately transferable and their fair value can be reliably estimated. The Group has separately
recognised the intangible assets acquired during the acquisition for acquisition in prior years
(see note 12).
The fair value of these acquired intangible assets is based on valuation techniques. The valuation models
require input based on assumptions about the future. The management uses its best knowledge to
estimate fair value of acquired intangible assets as of the acquisition date. The value of intangible
assets is tested for impairment when there is an indication that they might be impaired (see below). The
management must also make assumptions about the useful life of the acquired intangible assets which
might be affected by external factors.
•
Goodwill Impairment
Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate
that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill
has been impaired, the cash-generating unit to which goodwill has been allocated must be valued using
present value techniques. When applying this valuation technique, the Group relies on a number of
factors, including historical results, business plans, forecasts and market data. This is further described
in note 12. As can be deduced from this description, changes in the conditions for these judgements and
estimates can significantly affect the assessed value of goodwill.
•
Valuation of acquired intangible assets
Intangible assets acquired in a business combination are required to be recognised separately from
goodwill and amortised over their useful life if they are subject to contractual or legal rights or are
separately transferable and their fair value can be reliably estimated. The Group has separately
recognised the intangible assets acquired during the acquisition for acquisition in prior years
(see note 12).
The fair value of these acquired intangible assets is based on valuation techniques. The valuation models
require input based on assumptions about the future. The management uses its best knowledge to
estimate fair value of acquired intangible assets as of the acquisition date. The value of intangible
assets is tested for impairment when there is an indication that they might be impaired (see below). The
management must also make assumptions about the useful life of the acquired intangible assets which
might be affected by external factors.
Year ended 31st December 2021
103
4. Segmental reporting
For the purpose of IFRS 8, the chief operating decision maker takes the form of the Board of Directors.
The Directors’ opinion is that the business of the group is to provide cloud-based e-commerce solutions.
Based on this, there is one reportable segment. The internal and external reporting is on a consolidated
basis with transactions between group companies eliminated on consolidation.
Contract assets and liabilities
Contract Assets
There is no one customer which contributed more than 10% of the Group’s revenues in 2021 (2020: 1
customer – contributing £2.1m).
The table below provides an analysis of the Group’s revenue by geographical market where the
customer is based.
Contract assets are included within trade and other receivables, contract liabilities are included within
trade and other payables. The contract liability balance arises from contracts that relate to the next
financial year. Contract assets relate to upfront commissions which are amortised over the length of the
contract which can span up to 3 years.
Attraqt Report & Financial Statements
2021
2020
£’000
£’000
Revenue by type
SaaS
20,870
19,278
Services
1,993
1,725
Total Revenue
22,863
21,003
2021
2020
£’000
£’000
At 1 January
828
175
Recognised
1,041
1,360
Amortised
(989)
(707)
At 31 December
880
828
2021
2020
£’000
£’000
At 1 January
5,545
5,438
Recognised as revenue
(20,870)
(20,015)
Recognised as deferred income
21,120
20,122
At 31 December
5,795
5,545
Cost of Sales by type
SaaS
4,880
3,932
Services
1,818
1,570
Total Cost of Sales
6,698
5,502
Gross profit
16,165
15,501
2021
2020
£’000
£’000
Geographical split of revenue
UK
10,537
9,861
France
5,058
4,979
Netherlands
2,492
2,441
Rest of Europe
3,126
2,619
Rest of the World
1,650
1,103
Total Revenue
22,863
21,003
Contract liabilities
Year ended 31st December 2021
105
5. Exceptional items
During 2021, total exceptional costs incurred £562,000 (2020: £256,000) of which £482,000 relates to
severance and people related costs, £80,000 in relation to final settlement for the EB acquisition.
The exceptional costs for 2020 consist of £38,000 relating to restructuring, £35,000 relating to entity
closure costs and £183,000 relating to the legal and professional advice associated with the asset
purchase and post-acquisition integration.
7. Staff costs
The average number of persons employed by the Group (including directors) during the year, analysed
by category was as follows:
The average number of full-time equivalent persons employed by the Group during the year, analysed
by category, was as follows:
The aggregate payroll costs of these persons were as follows:
Capitalised staff costs total £1,275,000 (2020: £873,000). Pension costs are in respect of the defined
contribution scheme; there were unpaid contributions at 31 December 2021 of £97,000 (2020: £91,000).
The total of the directors’ remuneration is £922,000. The highest paid director is £343,000.
6. Loss from operations
Attraqt Report & Financial Statements
2021
2020
£’000
£’000
Loss from operations is taken after taking account of the following items
Staff costs (see note 7)
12,949
12,368
Depreciation of property, plant and equipment (see note 10)
142
139
Amortisation of intangible assets (see note 12)
3,454
2,817
Amortisation of Right of use assets (see note 11)
522
574
Operating lease expense
56
100
Research and Development costs
1,204
1,254
Foreign exchange (profit)/loss
49
(99)
Other income
-
(54)
Audit and non-audit services
Fees payable to the company’s auditors for the audit of the Group annual accounts:
Group annual accounts and subsidiary undertakings
130
130
Fees payable to the company’s auditor and its associates for other services:
Tax services
43
21
Audit related assurance services
9
10
Other services
-
5
(No.)
2021
2020
Sales
17
15
Technical
107
105
Management (including directors)
6
6
Administration
35
33
165
159
(No.)
2021
2020
Sales
17
15
Technical
107
104
Management (including directors)
6
6
Administration
34
32
164
157
2021
2020
£’000
£’000
Staff costs (including directors) comprise:
Wages and salaries
10,447
10,225
Social security contributions and similar taxes
1,957
1,827
Pension
330
257
Share Based Payment
215
59
12,949
12,368
Year ended 31st December 2021
107
8. Taxation
The effective tax assessed for the year, all of which arises in the UK, differs from the standard weighted
rate of corporation tax in the UK.
The reconciliation of the actual tax charge to that at the domestic corporation tax rate is as follows:
Attraqt Report & Financial Statements
2021
2020
£’000
£’000
Tax (credit)/charge comprises:
Current tax on loss for the year
(368)
(242)
Current tax adjustment in relation to prior years
15
192
Deferred Tax for the year
(358)
(358)
(711)
(408)
2021
2020
£’000
£’000
Loss for the year before tax
(4,242)
(2,635)
Expected tax charge based on the standard rate of United Kingdom corporation tax
at the domestic rate of 19.00% (2020 – 19.00%)
(806)
(501)
Expenses not deductible for tax purposes
93
191
Adjustment in respect of prior years
15
192
Unrelieved losses arising in the period
371
231
Additional deduction for R&D expenditure
(482)
(642)
Surrender of tax losses for R&D tax credit refund
85
91
Changes in rates of tax
-
-
Adjustment for different rates of corporation taxation in overseas jurisdictions
13
30
Total tax (credit)
(711)
(408)
At 31 December 2021, tax losses estimated at £8.7m (2020: £8.5m) were available to carry forward by
the Attraqt group, arising from historic losses incurred. Management believe it is prudent not to
recognise the deferred tax asset until they can be utilised against future profits.
On the 3 March 2021 Budget it was announced that the UK tax rate will increase from 19% to 25% from
1 April 2023. This has a consequential effect on the company’s future tax charge. The rate change to
25% had been substantively enacted at the current balance sheet date. The impact of the rate change in
the current year is therefore £nil.
Deferred tax
£’000
At 1 January 2020
3,197
Arising through business combinations
-
Recognised in profit or loss
(358)
At 31 December 2020
2,839
Recognised in profit or loss
(358)
At 31 December 2021
2,481
2021
2020
Categorised as
Asset
Liability
Net
Asset
Liability
Net
£’000
£’000
£’000
£’000
£’000
£’000
Arising through business
combinations
2,481
2,481
2,839
2,839
Accelerated capital allowances
(142)
(142)
(142)
(142)
Available losses
142
142
142
142
Tax asset/(liabilities)
2,623
(142)
2,481
2,981
(142)
2,839
9. Loss per share
The outstanding share options calculation are antidilutive, due to loss made in the year.
2021
2020
£’000
£’000
Numerator
Loss for the year after tax and loss used in basic and diluted EPS
(3,531)
(2,227)
Denominator
Weighted average number of shares used in basic and diluted EPS
198,435,537
184,051,542
Loss per share – basic and diluted
(1.8p)
(1.2p)
Year ended 31st December 2021
109
Attraqt Report & Financial Statements
11. Right of use assets and lease liabilities
Cost
Leasehold
Improvements
Plant and
Machinery
Fixtures and
Fittings
Total
£’000
£’000
£’000
£’000
At 1 January 2020
124
340
74
538
Additions
-
66
-
66
Disposals
-
(150)
-
(150)
At 31 December 2020
124
256
74
454
Additions
33
95
-
128
Disposals
-
(3)
-
(3)
Foreign exchange
-
(11)
-
(11)
At 31 December 2021
157
337
74
568
Depreciation
At 1 January 2020
15
185
20
220
Charge for the year
21
94
24
139
Disposals
-
(148)
-
(148)
At 31 December 2020
36
131
44
211
Charge for the year
36
82
24
142
Disposals
-
(2)
-
(2)
Foreign exchange
-
(3)
-
(3)
At 31 December 2021
72
208
68
348
Net Book Value
At 1 January 2020
109
155
54
318
At 31 December 2020
88
125
30
243
At 31 December 2021
85
129
6
220
Amounts recognised on the statement of financial position
Leasehold
Properties
Total
Cost
£’000
£’000
At 1 January 2020
1,820
1,820
Additions
-
-
Remeasurement of lease
293
293
At 31 December 2020
2,113
2,113
Additions
85
85
Remeasurement of lease
535
535
At 31 December 2021
2,733
2,733
Depreciation
At 1 January 2020
466
466
Charge for the year
574
574
At 31 December 2020
1,040
1,040
Charge for the year
522
522
At 31 December 2021
1,562
1,562
Net Book Value
At 1 January 2020
1,354
1,354
At 31 December 2020
1,073
1,073
At 31 December 2021
1,171
1,171
The Group lease various offices. Rental contracts are typically made for fixed periods between 12 months
and 6 years but may have extension options as well as leases that include rolling contractual periods when
the existing lease expires these are described below. Rental contracts are signed at a fixed price however
some have variable increases which are linked to RPI.
Extension and termination options are included in some of the property leases across the group. These are
used to maximise operational flexibility in terms of managing assets used in the Group’s operations
including variable increases to the rental amounts. In determining the lease term, management considers all
facts and circumstances that create an economic incentive to exercise and option, or not exercise the option.
Extension options are only included in the lease term if the lease is reasonably certain to be extended.
Management have determined that termination option for the London office will not be exercised.
The following property leases were modified due to extension terms agreed: in April 2021 Fredhopper BV
renewed the lease for a period of 12 months and Attraqt Limited entered into a 2 year lease for an office in
Chertsey. A remeasurement was completed for the Netherlands and Paris leases which are assumed to
renew for an additional year when the leases end during 2022.
Year ended 31st December 2021
10. Property, plant and equipment
111
Amounts recognised in the statement of profit or loss
Leasehold
Properties
Total
£’000
£’000
Amortisation
522
574
Interest expense
66
61
Expenses relating to short term leases and low value assets
56
100
644
735
Total cash outflow for lease in 2021
540
626
Lease liability recognised as at 31 December
2021
2020
Of these which are:
£’000
£’000
Current lease liabilities
614
416
Non-current lease liabilities
686
738
1,300
1,154
Attraqt Report & Financial Statements
The total future value of minimum short term and low value operating lease payments is due as follows:
Amounts recognised in the statement of profit or loss
2021
2020
£’000
£’000
Not later than one year
35
40
Later than one year and not later than five years
1
3
36
43
Goodwill
Customer
relationships
Existing
Technology
Trademark
Software
Development
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost
At 1 January 2020
25,649
6,709
8,685
1,136
4,223
46,402
Additions - internally developed
-
-
-
-
1,341
1,341
Acquired through asset purchase
-
-
1,826
-
-
1,826
Foreign Exchange
-
39
-
-
95
134
At 31 December 2020
25,649
6,748
10,511
1,136
5,659
49,703
Additions - internally developed
-
-
-
-
2,025
2,025
Acquired through asset purchase
-
-
2,179
-
-
2,179
Foreign Exchange
-
(49)
-
-
(245)
(294)
At 31 December 2021
25,649
6,699
12,690
1,136
7,439
53,613
Amortisation
At 1 January 2020
-
1,283
2,157
242
2,566
6,248
Charge for the period
-
659
1,113
114
931
2,817
Foreign Exchange
-
14
-
-
39
53
At 31 December 2020
-
1,956
3,270
356
3,536
9,118
Charge for the period
-
656
1,355
114
1,329
3,454
Foreign Exchange
-
(22)
-
-
(148)
(170)
At 31 December 2021
-
2,590
4,625
470
4,717
12,402
Net Book Value
At 1 January 2020
25,649
5,426
6,528
894
1,657
40,154
At 31 December 2020
25,649
4,792
7,241
780
2,123
40,585
At 31 December 2021
25,649
4,109
8,065
666
2,722
41,211
12. Intangible assets
Year ended 31st December 2021
11. Right of use assets and lease liabilities continued
113
Attraqt Report & Financial Statements
The net book value and expiry dates for the most significant intangibles are as follows:
Expiry
Fredhopper
BV
Expiry
Early Birds
SAS
Expiry
Aleph
Early Birds
SAS Net
book value
Fredhopper
BV
Net book
value
Aleph
Net book
value
Early Birds
SAS Net
book value
Fredhopper
BV
Net book
value
Aleph
Net book
value
£’000
£’000
£’000
£’000
£’000
£’000
2021
2021
2021
2020
2020
2020
Customer
relationships
2028
2028
-
1,636
2,395
-
1,891
2,796
-
Existing
technology
2024
2029
2030
2,878
1,500
3,687
3,267
2,186
1,804
Trademark
2027
2029
-
258
408
-
293
487
-
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. There
is only one CGU as services are tied to SaaS revenue. The recoverable amount is determined based on
value in use calculations. The use of this method requires the estimation of future cash flows and the
determination of a discount rate in order to calculate the present value of the cash flows.
The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows:
The key assumptions used in the estimation of the recoverable amounts are set out below. The values
assigned to the key assumptions represent management’s assessment of future trends in the relevant
industries and have been based on historical internal data:
The cash flow projections include specific estimates for 5 years and a terminal growth rate thereafter.
The terminal growth rate was determined based on long term inflation growth rate due to the
expectations of the market in which Attraqt Group plc operates.
The discount rate was a post-tax measure based on weighted average cost of capital.
Budgeted EBITDA is estimated by taking into account past practice as follows:
•
Revenue is assumed to grow at 13% based on historical growth and management’s expectations of
future trends.
•
The cost base is assumed to grow at an average rate 10% over the next three years, this is non
consistent rate of growth.
Management has identified that a reasonably possible change in the following key assumptions could
cause the carrying amount to exceed the recoverable amount. The following table shows the amount by
which the these assumptions would need to change individually for the estimated recoverable amount
to be equal to the carrying amount.
2021
2020
£’000
£’000
Attraqt Group plc
25,649
25,649
2021
2020
Discount rate
12.25%
12.25%
Revenue growth rate
13%
14%
Budgeted EBITDA margin (average growth over
next 5 years)
16.7%
14%
Terminal growth rate
5%
5%
In percent
2021
2020
Revenue growth rate*
(6.3)
(5.1)
*assumes that the variable costs base associated with cost of sales reduces in line with revenue reduction as the cost base is driven by
customer usage.
Year ended 31st December 2021
12. Intangible assets continued
115
Attraqt Report & Financial Statements
13. Subsidiary undertakings
As at 31 December 2021, the subsidiaries of Attraqt Group plc, all of which have been included in these
consolidated financial statements, are as follows:
14. Trade and other receivables
Name
Proportion
of ownership
Interest
Country of
Incorporation and
principal place
of business
Registered Office
Attraqt Limited
100%
UK
7th Floor, 222-236 Gray’s Inn Road, London,
WC1X 8HB
Attraqt Inc. 1
100%
USA
330 N Wabash Ave, Chicago, IL 60611, USA
Early Birds SAS
100%
France
36 rue Scheffer, 75116, Paris, France
Fredhopper BV
100%
Netherlands
Wework Metropool, Weesperstraat, 61-105
Amsterdam 1018VN
Spring Technologies
EOOD2
100%
Bulgaria
1000 Sofia city, Sredec district,, 47A,
Tsarigradskok shosse blvd, bl. B, fl. 2, apt. 201A
Fredhopper SARL2
100%
France
36 rue Scheffer, 75116, Paris, France
Fredhopper GmbH2
100%
Germany
Neuer Wall 50, 20354 Hamburg, Germany
Fredhopper (Australia)
Pty Limited2
100%
Australia
Level 19, 207 Kent St, Sydney NSW 2000
FCLS RM 7 Limited
(dormant)
100%
UK
7th Floor, 222-236 Gray’s Inn Road, London,
WC1X 8HB
1 - Held through Attraqt Limited
2 - Held through Fredhopper BV
The principal activity of all companies with the Group is the provision of software as a service, with the
exception of FCLS RM 7 Limited which is a holding company and is dormant.
2021
2020
£’000
£’000
Trade receivables
3,996
4,215
Less: expected credit losses
(206)
(142)
Trade receivables – net
3,790
4,073
Prepayments and accrued income
2,034
1,829
Other receivables
202
253
Total trade and other receivables
6,026
6,155
Trade receivables comprise amounts due from customers for goods sold or services performed in the
ordinary course of business. Invoices to customers are settled within 30 – 90 day credit terms with the
average being 45 days after the date of issue. The ageing of trade receivables is shown below and
shows amounts that are current and past due at the reporting date. A provision for expected credit
losses has been recognised at the reporting date through consideration of the ageing profile of the
Group’s receivables and the perceived credit quality of its customers.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using lifetime
expected loss rates, these have been derived from historical default rates of the Group, adjusted for
credit quality of each customer and forward looking estimates including consideration for the risk of a
downturn in the high street.
Year ended 31st December 2021
117
Attraqt Report & Financial Statements
Expected credit losses
The lifetime expected loss provision for the trade receivables is as follows:
31 December 2021
Current
Up to 30
days old
More than 30
days old
More than 60
days old
More than 120
days old
Total
Expected loss rate
0.5%
3%
4%
9%
20%
Gross carrying amount
2,899
721
151
27
46
3,844
Loss provision
14
22
6
2
10
54
Gross carrying amount for
lifetime credit loss
-
-
-
-
152
152
Loss provision for lifetime
credit loss
-
-
-
-
152
152
Total loss provision
14
22
6
2
162
206
31 December 2020
Current
Up to 30
days old
More than 30
days old
More than 60
days old
More than 120
days old
Total
Expected loss rate
0.5%
3%
4%
9%
20%
Gross carrying amount
3,547
272
11
96
216
4,142
Loss provision
18
5
-
9
44
76
Gross carrying amount for
lifetime credit loss
-
-
-
-
66
66
Loss provision for lifetime
credit loss
-
-
-
-
66
66
Total loss provision
18
5
-
9
110
142
At 31 December 2021 trade receivables of £152,000 (2020: £66,000) had life time expected credit losses
of the full value of the receivables. All other trade receivables have been calculated on a 12 month
expected credit loss rate.
The Group acquired the bank loan as part of the Early Birds acquisition, the terms of loan are interest
free and is repayable over five years.
2021
2020
£’000
£’000
As at 1 January
142
95
Write off
(15)
(23)
Recognised
68
88
FX movement
11
(18)
As at 31 December
206
142
15. Cash and cash equivalents
2021
2020
£’000
£’000
Cash at bank
3,566
6,672
Bank loan
(51)
(81)
3,515
6,591
Year ended 31st December 2021
14. Trade and other receivables continued
119
Attraqt Report & Financial Statements
16. Share capital and reserves
Allocated, called up and fully paid
17. Share based payments
The company operates two equity-settled share based remuneration schemes for employees: a United
Kingdom tax authority approved scheme and an unapproved scheme for executive directors and
certain Senior Management. The scheme expired for new awards to management level and above in
2021 but existing grants will remain protected. Both options are valid for 10 years from the date of
grant. After satisfaction of any performance condition included in the award the options will become
exercisable on the earlier of any of the following events:
•
The third anniversary of the date of grant (with the exception of the below);
•
2,250,000 shares granted on 5th August 2020 vest 25% per annum over 4 years;
•
Shares granted on 10th July vested immediately;
•
On a change of Control of the Company as defined in the Plan rules;
•
On a Sale or Disposal of the Company as defined in the Plan rules; or
•
Following the exercise of discretion by the Board.
The company has replaced the unapproved scheme for executive directors and certain Senior
Management with a long term incentive plan (LTIP) for management level based on proposed
performance conditions which are more closely aligned with the strategy and objectives of the business.
These LTIPs are exercisable at nil cost to the individual (with the exception of the 1p nominal value of
each share awarded). This will be an annual award. After satisfaction of any performance condition
included in the award the options will become exercisable on the earlier of any of the following events:
•
The third anniversary of the date of grant (with the exception of the below); or
•
On a change of Control of the Company as defined in the Plan rules; or
•
On a Sale or Disposal of the Company as defined in the Plan rules; or
•
Following the exercise of discretion by the Board.
2021
2021
2021
2020
2020
2020
£’000
£’000
£’000
£’000
Number of
Shares
Share
capital
Share
Premium
Number of
Shares
Share
capital
Share
Premium
Ordinary shares of £0.01 each
At 1 January
196,149,171
1,961
53,251
180,048,207
1,800
48,516
Shares issued for cash during the year
12,500,000
125
3,619
Shares issued to sellers as part of asset
purchase and acquisition
5,401,446
55
2,229
3,600,964
36
1,116
At 31 December
201,550,617
2,016
55,480
196,149,171
1,961
53,251
The Company issued 5,131,374 1p Ordinary shares at 42.5p on 26 July 2021 which related to 95% of the
unpaid deferred consideration to the sellers for the asset purchase of the Aleph software. The Company
issued 270,072 1p Ordinary shares at 37.50p on 7 October 2021 which was the remaining 5% of the
deferred consideration to the sellers for the purchase of the Aleph software. The Company has a total of
201,550,617 ordinary shares in issue, all of which have voting rights. In 2020 Company raised £4,000,000
before expenses, by private placing of 12,500,000 1p Ordinary shares at 32p on 1 October 2020.
3,600,964 Ordinary shares were issued to the sellers as consideration for the asset purchase of the
Aleph software.
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share premium
Amount subscribed for share capital in excess of nominal value.
Share based payment reserve
The share based payment reserve represents equity settled share based employee
remuneration until such share options are exercised and contingent shares.
Merger reserve
The merger reserve results from the application of merger accounting on the
merger of Attraqt Inc and Attraqt Limited.
Retained earnings
All other net gains and losses and transactions with owners (e.g. dividends) not
recognised elsewhere.
Year ended 31st December 2021
121
Attraqt Report & Financial Statements
The total expense recognised during the year by the Group, for all schemes, was £215,000 (2020:
£59,000) net of forfeitures. The weighted average remaining life of the options outstanding at the end of
the year was 7.3 years (2020: 7.8 years). No options were exercised during the year.
No options were exercised during the year.
The company uses a Black Scholes model for grants issued with a share price performance criteria for
employees and those grants for executive directors and certain Senior Management prior to 2021. A
Monte Carlo model is used to estimate the fair value of the performance share options granted in 2021.
The following information is relevant in the determination of the fair value of options granted using the
Black Scholes model. The assumptions inherent in the use of this model are as follows:
•
The option life is the estimated average period over which the options will be exercised.
•
No variables change during the life of the option (e.g. dividend yield remains zero).
•
Volatility has been calculated over a 6 year period prior to the grant date.
•
Expectations of staff retention of 10% over the vesting period have been added into the calculation.
Grant date
22-Apr-21
22-Apr-21
22-Apr-21
Option pricing model
Black Scholes
Monte Carlo
Probability
Number of shares
255,000
1,207,000
1,207,000
Share price on grant date
41.50p
41.50p
41.50p
Exercise price (£)
41.50p
1.00p
1.00p
Weighted average contractual life
6 years
3 years
3 years
Staff retention rate
10%
10%
10%
Risk-free interest rate
0.07%
0.13%
0.07%
Volatility
29.73%
27.20%
30.04%
Probability of revenue achievement
-
-
70%
Total Fair Value (£)
27,214
107,109
307,966
Details of the number of share options and the weighted average exercise price outstanding during the
year are as follows:
2021 WAEP
2020 WAEP
Number
Price (pence)
Number
Price (pence)
Outstanding at the beginning of the year
13,229,991
32.59
12,607,818
31.67
Granted during the year
2,669,000
4.87
3,710,000
27.37
Forfeited during the year
(905,490)
37.02
(3,087,827)
33.49
Outstanding at the end of the year
14,993,501
26.98
13,229,991
32.59
Exercisable at the year end
6,545,817
34.52
4,948,806
36.57
CSOP
Nil cost options
Total
2021 WAEP
Number
Price (pence)
Number
Price (pence)
Number
Price (pence)
Outstanding at the
beginning of the year
13,229,991
32.59
-
-
13,229,991
32.59
Granted during
the year
255,000
41.50
2,414,000
1.00
2,669,000
4.87
Forfeited during
the year
(805,490)
41.50
(100,000)
1.00
(905,490)
37.02
Outstanding at the
end of the year
12,679,501
31.72
2,314,000
1.00
14,993,501
26.98
Exercisable at the
year end
6,545,817
34.52
-
-
6,545,817
34.52
The following information is relevant in the determination of the fair value of options granted using the
Monte Carlo model. The assumptions inherent in the use of this model are as follows:
•
The option life is the estimated average period over which the options will be exercised.
•
No variables change during the life of the option (e.g. dividend yield remains zero).
•
Volatility has been calculated over a 3 year period prior to the grant date.
•
Expectations of staff retention of 10% over the vesting period have been added into the calculation.
Details of the share options granted as follows:
Year ended 31st December 2021
17. Share based payments continued
123
Attraqt Report & Financial Statements
18. Trade and other payables
2021
2020
£’000
£’000
Trade payables
1,659
1,268
Accrued and other payables
585
1,460
Bank loan
26
450
Lease liability (note 11)
614
416
Other taxes
117
741
Contract liability
5,795
5,545
Employee benefits
753
1,334
Employee taxes
531
453
Total Trade and other payables
10,080
11,667
The bank loan has restrictions on sale of assets without prior agreement, whereby we would need to
seek approval if we were to sell assets of Early Birds SAS that are greater than 50% of gross assets.
19. Financial risk management and impairment of financial assets
The Group is exposed through its operations to the following financial risks:
•
Credit risk
•
Foreign exchange risk
•
Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group’s objectives, policies and processes for managing those
risks and the methods used to measure them. Further quantitative information in respect of these risks
is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the methods used to measure them from
previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are
as follows:
•
Trade receivables
•
Cash and cash equivalents
•
Trade and other payables
A summary of the financial instruments held by category is provided below.
Financial assets at amortised cost
2021
2020
Current
£’000
£’000
Trade receivables
3,790
4,073
Accrued income
337
189
Other receivables
202
253
4,329
4,515
Cash and cash equivalents
3,515
6,591
All financial assets held by the Group at 31 December 2021 are classified as cash and cash equivalents
or financial assets at amortised cost and there is no difference between the carrying amount and the
fair value.
Year ended 31st December 2021
125
Attraqt Report & Financial Statements
Financial liabilities at amortised cost
Financial liabilities at amortised cost
2021
2020
£’000
£’000
Trade receivables
1,659
1,268
Accrued income
585
1,460
Lease liabilities
1,300
1,154
Bank loan
420
450
Employee benefits
753
1,334
4,717
5,666
All financial liabilities held by the Group at 31 December 2021 are classified as held at amortised cost.
Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from
credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before
entering contracts. Such credit ratings take into account local business practices. The carrying amount
of financial assets represents the maximum exposure. The credit quality of all financial assets that are
neither past due nor impaired is high. In accordance with internal policy, Attraqt promptly identifies the
deterioration of the financial condition for our customer base by monitoring the credit ratings and
publicly available information. The risk is not expected to be material as payment is generally received
in advance of services and good provided.
The Group considered if that there was an impairment if any of the following indicators were present:
•
Significant financial difficulties of the debtor;
•
Probability that the debtor will enter bankruptcy or financial reorganisation; and
•
Default or late payments (more than 30 days past payment due date).
Receivables for which an impairment provision was recognised was written off against the provision
when there was no expectation of recovering additional cash.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial
institutions. For banks and financial institutions, only independently rated parties with minimum
rating “A” are accepted.
Further disclosures regarding trade and other receivables are provided in note 14.
Foreign exchange risk
Foreign exchange risk arises when the group entities enter into transactions denominated in a currency
other than the functional currency. The Group’s policy is, where possible, to allow entities to settle
liabilities denominated in their functional currency with the cash generated from their own operations
in that currency.
In order to monitor the continuing effectiveness of this policy, the CFO reviews a monthly forecast,
analysed by the major currencies held by the Group, of liabilities due for settlement and expected cash
reserves.
Transaction risk
The Group’s material transaction exposure arises on costs denominated in currencies other than the
functional currency of the Group, including salaries and our hosting platform. This has been mitigated
as far as possible by matching revenue and costs with the respective currencies in each of the
subsidiaries locations resulting in an immaterial foreign currency risk at an entity level. Foreign
currencies are not hedged.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives
and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for
designing and operating processes that ensure the effective implementation of the objectives and
policies to the Company’s Chief Executive Officer. The Board receives reports from the Chief Financial
Officer through which reviews the effectiveness of the processes put in place and the appropriateness
of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without
unduly affecting the Group’s competitiveness and flexibility.
Year ended 31st December 2021
19. Financial risk management and impairment of financial assets continued
127
Attraqt Report & Financial Statements
Capital management
The Group’s objective is to maintain an appropriate balance of debt and equity financing to enable the
Group to continue as a going concern, to continue the future development of the business and to optimise
returns to shareholders and benefits to other stakeholders.
The Board closely manages trading capital, defined as net assets plus net debt. The Group’s net assets at 31
December 2021 were £38.3 million (2020: £39.7 million) and net debt, calculated as total debt (comprising
bank loans), less cash and cash equivalents amounted to £3.5 million (2020: £6.1 million).
In 2020, the Group issued shares via a fund raise of £4,000,000 to purchase the Aleph Search software and a
subsidiary was granted a loan of £450,000 in 2020. This bank loan is payable over a five year period with a
pandemic delayed start date of October 2022.
Major investment decisions are based on reviewing the expected future cash flows and all major capital
expenditure requires approval by the Board.
Market risk
Attraqt Group’s customers are mainly in the retail sector which has been buoyant during the pandemic
with a move towards more online sales. The Group is looking to further diversify into adjacent vertical
markets such as DIY, Health & Beauty and Business to Business to mitigate the exposure to any changes
in the retail sector.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. The Group manages the risk that
it will encounter difficulty in meeting its financial obligations as they fall due by forecasting its short-
term cash position on a regular basis.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities
when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to
meet expected requirements for a period of at least 30 days.
The Board receives rolling 12-month cash flow projections on a quarterly basis as well as information
regarding cash balances. At the end of the financial year, these projections indicated that the Group
expected to have sufficient liquid resources to meet its obligations under all reasonably expected
circumstances.
In the management of liquidity risk, the group monitors and tries to maintain a level of cash and cash
equivalents deemed adequate by management to finance the Group’s operations and mitigate the
effects of fluctuations in cash flows.
The following table sets out the contractual maturities (representing undiscounted contractual cash-
flows) of financial liabilities:
2021 £’000
Up to 3 months
3 – 12 months
1 – 2 years
2 – 5 years
Over 5 years
Trade payables and
employee benefits
2,412
-
-
-
-
Accruals and other payables
585
-
-
-
-
Lease liabilities
-
26
84
252
58
179
538
521
403
-
3,176
564
605
655
58
2020 £’000
Up to 3 months
3 – 12 months
1 – 2 years
2 – 5 years
Over 5 years
Trade payables and
employee benefits
2,602
-
-
-
-
Accruals and other payables
1,460
-
-
-
-
Bank loan
-
28
90
270
62
Lease liabilities
184
552
382
485
81
4,246
580
472
755
143
Year ended 31st December 2021
19. Financial risk management and impairment of financial assets continued
129
Attraqt Report & Financial Statements
20. Related party transactions
During the year Group companies entered into the following transactions with related parties who are
not members of the Group.
21. Capital commitments
There were no capital commitments in 2021.
Purchase of services
Amounts owed to related parties
2021
2020
2021
2020
£’000
£’000
£’000
£’000
Azini Capital Partners1
69
70
-
20
Taylor Wessing2
43
40
-
-
Taylor Wessing3
27
213
-
-
1. Azini Capital Partners – Nick Habgood is a partner in Azini Capital Partners, and his Directors fees were paid to Azini Capital.
2. Robert Fenner is a partner in Taylor Wessing LLP, and his Directors fees were paid to Taylor Wessing LLP.
3. During the current year Taylor Wessing provided various legal and professional fees, in the prior period, the fees were in relation to the Fund
raising and asset purchase of Aleph software.
Details of the directors’ emoluments, together with the other related information, are set out in the Report
of the Remuneration Committee.
Key Management personnel
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling activities of the Group, which comprises only the directors of the company.
2021
2020
£’000
£’000
Salary, Director fees, bonus and benefits in kind
694
750
Employers National Insurance
63
79
Pension
13
13
Share based payments
215
(4)
985
838
Further information about the remuneration of individual Directors is provided in the Directors
remuneration report.
Year ended 31st December 2021
131
Company statement
of financial position
Company statement
of changes of equity
Attraqt Report & Financial Statements
Notes
2021
2020
£’000
£’000
Non-current assets
Investments
2
43,385
40,991
Amounts owed by group undertakings
7
11,462
12,343
Total non-current assets
54,847
53,334
Current assets
Trade and other receivables
3
194
332
Total current assets
194
332
Total assets
55,041
53,666
Current liabilities
Trade and other payables
4
113
609
Total current liabilities
113
609
Net Assets
54,928
53,057
Equity
Share capital
5
2,016
1,961
Share premium
5
55,480
53,251
Share based payment reserve
6
1,697
1,585
Retained earnings
(4,265)
(3,740)
Total equity
54,928
53,057
For the year ended 31 December 2021
For the year ended 31 December 2021
Notes
Share capital
Share
premium
Share based
payment
reserve
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2020
1,800
48,516
1,423
(3,845)
47,894
Profit for the year
-
-
-
105
105
Total comprehensive profit for the year
-
-
-
105
105
Contributions by and distributions to owners
Shares issued
5
161
4,991
-
-
5,152
Issue costs
5
-
(256)
-
-
(256)
Share based payment charge
6
-
-
59
-
59
Contingent shares to be issued
-
-
103
-
103
Total contributions by and distributions
to owners
161
4,735
162
-
5,058
Balance at 31 December 2020
1,961
53,251
1,585
(3,740)
53,057
(Loss) for the year
-
-
-
(525)
(525)
Total comprehensive (loss) for the year
-
-
-
(525)
(525)
Contributions by and distributions to owners
Shares issued
5
55
2,229
-
-
2,284
Share based payment charge
6
-
-
215
-
215
Contingent shares to be issued
-
(103)
-
(103)
Total contributions by and distributions to owners
55
2,229
112
-
2,396
Balance at 31 December 2021
2,016
55,480
1,697
(4,265)
54,928
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share premium
Amount subscribed for share capital in excess of nominal value.
Share based payment reserve
The share based payment reserve represents equity settled share based employee
remuneration until such share options are exercised.
Retained earnings
All other net gains and losses and transactions with owners (e.g. dividends) not recognised
elsewhere.
The accompanying accounting policies and notes form an integral part of these financial statements.
Year ended 31st December 2021
Company income statement
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is
not presented as part of these financial statements. The parent company’s result after taxation for the
financial year was a loss of £525,000 (2020: profit £105,000).
The accompanying accounting policies and notes form an integral part of these financial statements.
The parent company financial statements and related notes were approved and authorised for issue by
the Board on 7 April 2022 and signed on their behalf.
Eric Dodd
Eric Dodd
Chief Financial Officer
7 April 2022
133
Notes to the company
financial statements
Attraqt Report & Financial Statements
1. Accounting policies
Basis of preparation
The company financial statements have been prepared in accordance with Financial Reporting Standard
100 Application of Financial Reporting Requirements and Financial Reporting Standard 101 Reduced
Disclosure Framework.
The principal accounting policies adopted in the preparation of the financial statements are set out
below. The policies have been consistently applied to all the years presented, unless otherwise stated.
The Company applies consistent accounting policies, as applied by the Group with the exception of the
below. To the extent that an accounting policy is relevant to the Group and the Company financial
statements, refer to the Group financial statements for disclosure of the accounting policy.
The financial statements have been prepared under the historical cost convention and are in
accordance with applicable accounting standards. The following principal accounting policies have
been applied.
Disclosure exemptions adopted
In preparing these financial statements the company has taken advantage of all disclosure exemptions
conferred by FRS 101. Therefore, these financial statements do not include:
•
certain comparative information as otherwise required by UK endorsed IFRS;
•
certain disclosures regarding the company’s capital;
•
a statement of cash flows;
•
the effect of future accounting standards not yet adopted;
•
share-based payments;
•
the disclosure of the remuneration of key management personnel; and
•
disclosure of related party transactions with other wholly owned members of the group headed by
Attraqt Group plc.
Investments
The Company’s investments are carried at cost less provisions resulting from impairment. In testing for
impairment, the carrying value of the investment is compared to is recoverable amount, which is its
value in use.
2. Investments
2021
2020
£’000
£’000
As at 1 January
40,991
39,105
Additions
2,394
1,886
As at 31 December
43,385
40,991
As at 31 December 2021, the subsidiaries of Attraqt Group plc, are shown in note 13 of the Consolidated
Group financial statements.
The Company’s investment in subsidiaries have been tested for impairment by comparison against the
underlying value of the subsidiaries’ assets based on value in use calculated using the same assumptions
as noted for the testing of goodwill impairment in note 12 of the Group financial statements.
Accounting judgements and estimates
In the application of the Company’s accounting policies, the Directors are required to make judgements
and estimates about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates. There were
no material judgements or estimates used on application of IFRS 9 Financial Instruments or IFRS 15
Revenue from contracts with customers, there were no contracts that straddled year end which
required any judgement. The following accounting policies have been identified as involving particularly
complex judgements or subjective estimates:
Estimates
•
Share based payments
Please refer to note 3 and note 17 of the Consolidated Financial Statements.
•
Investments
The Company’s investments in subsidiaries are carried at cost less provisions resulting from
impairment. Where there are indicators of impairment, the carrying value of the investment is
compared to its recoverable amount, being its value-in-use (Note 2).
•
Intercompany receivables
The Company’s intercompany receivable balance is carried at amortised cost less provision for
expected credit losses, management have assessed the probability of default to estimate the impact of
credit loss (Note 7).
Year ended 31st December 2021
135
Attraqt Report & Financial Statements
5. Share capital
7. Financial instruments
8. Employees
6. Share based payments
2021
2021
2021
2020
2020
2020
£’000
£’000
£’000
£’000
£’000
Number of
Shares
Share
capital
Share
Premium
Number of
Shares
Share
capital
Share
Premium
Ordinary shares of £0.01 each
At 1 January
196,149,171
1,961
53,251
180,048,207
1,800
48,516
Shares issued for cash during the year
-
-
-
12,500,000
125
3,619
Shares issued to Early Birds sellers as part
of the acquisition during the period
5,401,446
55
2,229
3,600,964
36
1,116
At 31 December
201,550,617
2,016
55,480
196,149,171
1,961
53,251
Allocated, called up and fully paid
The Company issued 5,131,374 1p Ordinary shares at 42.5p on 26 July 2021 which related to 95% of the
unpaid deferred consideration to the sellers for the asset purchase of the Aleph software. The Company
issued 270,072 1p Ordinary shares at 37.50p on 7 October 2021 which was the remaining 5% of the
deferred consideration to the sellers for the purchase of the Aleph software. The Company has a total
of 201,550,617 ordinary shares in issue, all of which have voting rights. In 2020 Company raised
£4,000,000 before expenses, by private placing of 12,500,000 1p Ordinary shares at 32p on 1 October
2020. 3,600,964 Ordinary shares were issued to the sellers as consideration for the asset purchase of
the Aleph software.
For details of the share based payments please refer to the Group note 17.
2021
2020
£’000
£’000
Trade and intercompany receivables
11,462
12,449
Financial assets at amortised cost
11,462
12,449
Trade and other payables
Financial liabilities at amortised cost
81
528
Intercompany receivables have been assessed and it has been considered no entity requires a loss
allowance based on a review of future cash flows over the next 5 years, the risk of default is considered
to be negligible an no allowance has been recognised against this balance (2020: nil).
Amounts owed from intercompany balances bear interest at 0.01% per annum (2020: 0.01%). The
balances are unsecured and repayable on demand, the Company does not intend to request repayment
of these balances and therefore these have been classified as non-current.
All financial liabilities held by the Company at the reporting period are classified as held at amortised cost.
The company had no employees during the year (2020: none) excluding directors. Further information
about the remuneration of the directors is provided in the remuneration report.
3. Trade and other receivables
4. Trade and other payables
The fair values of trade and other receivables are not materially different to their carrying values.
2021
2020
£’000
£’000
Prepayments
77
115
Trade receivables
-
106
VAT
117
111
194
332
2021
2020
£’000
£’000
Trade payables
79
133
Other payables
-
350
Deferred income
-
81
Accruals
34
45
113
609
Year ended 31st December 2021
137
Attraqt Report & Financial Statements
Company information
Country of incorporation
England and Wales
Legal form
Public limited company
Directors
Nick Habgood - appointed on 6 September 2021
Tom Crawford - appointed on 6 September 2021
Luke McKeever
Mark Adams
Eric Dodd
Grahame Cook
Robert Fenner
Laura Harnett - appointed on 3 June 2021
Secretary and registered office
E Dodd
7th Floor
222-236 Gray’s Inn Road
London
WC1X 8HB
Company number
08904529
Auditors
BDO LLP, 2 City Place, Gatwick, West Sussex, RH6 0PA
Bankers
Barclays Bank Plc, Barclays Business Centre, 27 Soho Square, London, W1D 3QR
Lawyers
Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW
Year ended 31st December 2021
139
236 Grays Inn Road,
London
United Kingdom
WC1X 8HB
+44 (0)20 3675 7800
sayhello@attraqt.com
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