TIDMVIS
RNS Number : 9366I
Visum Technologies PLC
07 December 2022
7 December 2022
VISUM TECHNOLOGIES PLC
("VISUM" or the "Company")
Financial Results for the year ended 30 June 2022
Visum Technologies Plc ("the Company"), a video technology
company focussed on the global leisure market, announces its Annual
Financial Results for the period ended 30 June 2022.
A copy of the Annual Report is available on the Company's
website at https://visumtechnologies.net/annual-interim-reports/
.
Highlights
-- Successfully acquired Ridercam Systems assets, contracts, IP
and listed on the Aquis Growth Market, raising over GBP600k.
Financial Highlights
-- Revenue during the 16-month period was minimal (GBP28,455) due to the impact of COVID-19.
-- The cost of Sales was GBP28,960 but we expect this to trend
towards 25-30% as the business ramps up.
Post period end events
-- Signed a Framework Services Agreement with Digiphoto
Entertainment Imaging LLC on 26 July 2022 to supply a custom video
system at TILT, Chicago's Highest Thrill Ride at the 360 Chicago
Observation Deck at the former John Hancock Center.
-- Resignation of Chief Finance Officer, Michael James Stilwell on 31 October 2022.
-- Signed a Collaboration Agreement with Kool Replay on 8 November 2022.
-- Appointment of Peter van Bilsen as a Non-Executive Director on 15 November 2022.
-- Embedding corporate governance framework.
The Directors of the Company accept responsibility for the
contents of this announcement.
For further information, please contact:
Visum Technologies PLC
Marc Dixon, Chief Executive Officer marc.dixon@visumtechnologies.net
First Sentinel Corporate Finance
Limited (AQSE Corporate Adviser)
Brian Stockbridge Brian@first-sentinel.com
+44 (0) 203 989 2222
CHAIRMAN'S REPORT
Dear shareholders,
The process of listing Visum Technologies PLC took longer than
expected. However, it was a key milestone and hugely rewarding to
list the business on the Aquis Stock Exchange in June 2022 with a
raise of just over GBP600k.
Over the last 12 months, the focus of the board has been to
service our customer base, despite obvious challenges posed by
Covid, establish the required governance frameworks required for a
PLC organisation and look to the future by building an installation
sales pipeline. Under the leadership of the Chief Executive Officer
("CEO"), Marc Dixon, and the financial stewardship of Mike
Stillwell, the team has remained stable, motivated, and with a
strong sense of the "art of the possible" going forward.
Our customer base of installs has remained stable, and we have
been ensuring that, as a team, we maintain our high service
standards despite travel challenges. By working with our current
partners on consumer participation rates and video capture
reliability, we are hopeful that we can build relationships and a
reputation that will allow us to grow ride penetration within our
current theme park operators into 2023/24.
A lot of time has been spent training the board in preparation
for listing as well as establishing robust governance structures
with the support of our company secretariat, Computershare. I am
confident that we have both the right governance frameworks and
also knowledge base to support the growth of the business over the
coming years.
Our CEO has done a great job of attending both live events, such
as International Association of Amusement Parks and Attractions
("IAAPA"), as well as using his vast experience in this industry to
re-establish historical connections as well as create new ones to
help build a strong install pipeline into 2023. The Chicago 360
installation was a recent, high-profile win for Visum Technologies
PLC. There is a very strong sense, based on feedback from a variety
of industry operators that the "future is video" as consumers look
to capture dynamic content of their experiences that they can then
share with friends and on social media. Visum Technologies PLC is
in a strong position to capitalise on the movement from still
images to video capture over the coming years.
The business has stable technology, an experienced management
team, and a PLC status that will allow for future expansion.
Despite some macroeconomic challenges the world is facing in 2022,
the future looks positive, and the business is ready to seize the
opportunities that lie ahead.
Andrew Edge
Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
Dear fellow shareholders,
It is my pleasure to provide you with our first annual report
for the sixteen-month period ending June 30, 2022. The period was a
challenging one. On May 26, 2021, we acquired the Ridercam
business, assets, IP, and contracts for GBP3.75 million. After
which, we spent most of the year working through the IPO process to
list on either the London Stock Exchange or on the Aquis Stock
Exchange (AQSE). After careful consideration of the support and
flexibility that AQSE can offer to high growth companies, and
reaching a critical point in funding because of delays, we elected
to put in an application with AQSE. On June 30, 2022, Visum
Technologies Plc reached a significant milestone and successfully
listed on the Aquis Growth Market, raising just over GBP600k.
In addition to the challenges with the delay in the listing,
Visum Technologies Plc operated on a limited budget and staffing
model for the 2021 summer season and the first half of the 2022
season. Covid-19 restrictions on capacity also limited our revenue
potential at our two operating locations during the 2021 season and
caused us to postpone our growth plans for Asia. The war in Ukraine
also derailed our contract with a future installation in Russia,
which has now been on permanent hold. The timing of the IPO also
proved challenging, as our potential clients were in the middle of
their summer season and not ready to engage in discussions for
future opportunities. However, we took this time to update our
branding, website, and other marketing materials for the
future.
Despite all the challenges we faced in 2021, the team remained
steadfast and dedicated to Visum Technologies Plc, our products,
our vision, and the future of video capture in the travel and
leisure market.
Growth Strategy
Since listing, we have focused on filling our future sales
pipeline and ensuring that we keep servicing our current customer
base. The growth strategy we put in place for Visum Technologies
Plc in the period under review has four distinct strands: product
innovation; direct sales to leisure venues; sales to leisure venues
via industry partners; and where we see the accretive benefit,
strategic acquisition. The benefits of this blended approach have
resulted in the uplift in momentum we are experiencing post-period
end and are covered in Current Trading and Outlook below.
Operational KPI's
During the 18-month period, we have also given considerable
thought to the operational KPIs we believe our most relevant to
help monitor the uptake and usage of our technology. These are:
-- Number of ride installations
-- Number of cameras installed
-- Number of passenger rides recorded
-- Number of purchases
Current Trading and Outlook
We continue to see strong interest in our video products as the
theme park photo providers adopt a model around creating social
memories and currency beyond what a typical photo can provide and
the strength and social sharing of a video.
In September 2022, we attended the IAAPA Expo Show in London. In
November 2022, we attended the IAAPA show in Orlando, with both
shows being heavily attended, seeing record numbers at the Orlando
show. The response continues to be very strong, with several
opportunities for the 2023 summer season.
Additionally, amusement and theme parks saw double-digit growth
during the 2022 season, with pent-up demand for entertainment
post-Covid. We expect this to strengthen our growth potential as
the attractions industry continues to look for new ways to engage
and capture their guest experiences.
Our 2023 outlook is already off to a positive start, with three
new contracts in place. The first is a new location at Europa Park
(the second largest theme park in Europe) to provide a system for
their Silver Star roller coaster in Spring 2023 reflecting our
direct sales to venues strands. The second agreement is with DEI to
provide a video system at TILT within the 360 Chicago Observatory,
which is currently operational, demonstrating the importance of
working with industry partners in our sector. The third agreement
is a strategic partnership with Kool Replay, a Canadian company, to
provide other capture options for Visum and Kool Replay.
In terms of our in-house product development strategy, we are
currently working on two new capture products we previewed at the
IAAPA Orlando Show and have already seen strong client interest. We
anticipate our first location by Q2 of 2023.
Despite the current financial climate, Visum Technologies Plc
has a robust pipeline of opportunities to deliver creative content
and memories to our clients and their consumers. We remain
confident in our future plans for growth. To that end, post-period
we were delighted to welcome Shahyan Khan to the management team as
Director of Finance and industry veteran, Peter Van Bilsen to the
Board as a non-executive director. The Board would also like to
thank Mike Stilwell, our former CFO who was working on a part-time
basis, who resigned in October due to other commitments, for his
unfailing support during the listing process. We wish him well.
Marc Dixon
Chief Executive Officer
FINANCIAL KEY POINTS
Revenue
As covered in the Chief Executive Officer's Report, revenues for
the sixteen month period end 30 June 2022 were minimal (GBP28,455)
reflecting the historic R&D focus of the Ridercam business and
the impact of COVID-19 in the 2021 season at its first
installation.
Cost of Sales
Costs of Sales were GBP28,960. As the business develops, we
would expect Costs of Sales to trend towards the 25-30% of revenue
range.
OPEX
Administrative expenses for the period was GBP848,057.
Significant elements of this amount were the one-off costs relating
to the acquisition of Ridercam and the listing process, totaling
GBP234,366. Moving forward, the goal of the business will be for
OPEX to be in the 45-55% of revenue range given the underlying
scaleability of the business model. We are also grateful to certain
advisers in relation to the admission process who have been fully
understanding of the business's current revenue status and are
providing extended credit terms.
EBITDA
Earnings before interest, taxation, depreciation, and
amortization was GBP790,489 for the period.
Balance sheet
At the time of listing, the business successfully raised
approximately GBP600,000 via the issue of 4,294,197 ordinary shares
at 14 pence. Prior to the listing, the business had also raised
GBP200,000 via a convertible loan note which was interest free and
fully converted into shares on 24 August 2022. At 30 June 2022, the
Company's cash and cash equivalents stood at GBP222,386.
As of 2 December 2022, cash and cash equivalents were
GBP158,194. As a result, the business continues to streamline its
operating expenses and review its funding options whilst the
business continues to grow its sales pipeline.
STRATEGIC REPORT
The directors present their strategic report on Visum
Technologies Plc (the "Company") for the period ended 30 June
2022.
Principal activity
The principal business activity is the development and
installation of high-quality photo and video-capture technologies
for roller coasters and attractions around the world.
Review of business, future outlook and key performance
indicators
The Company listed on the Aquis Stock Exchange during the period
and also acquired the business and assets of Ridercam Systems
Limited. A review of the business of the company, together with
comments on future developments is given in the Chairman's
Statement and Chief Executive's Statement.
The board monitors the Company's performance in delivery of
strategy by measuring progress against Key Performance Indicators
("KPIs"). These KPIs comprise a number of operational and financial
metrics.
Period ending
30 June 2022
GBP
Operating metrics
Revenue from continuing activities 28,445
Gross loss for the period (515)
Net loss for the period (858,776)
Financial metrics
Net Assets / (liabilities) 2,998,214
Cash 222,386
Further KPIs may be introduced as the Company evolves.
Principal Risks and Uncertainties
Global Pandemics, War, Terrorism & Other Events out of the
Company's Control
The Company's stated business strategy may be adversely affected
if the above events impact the leisure sector and specifically
influence the opening and operation of Customers' theme parks.
Those of any other adverse events may cause negative impacts on the
Company's operations in these areas through the closure of leisure
activities and theme parks which could result in reduced income
levels for the Company and reduced growth of a new business. This
risk materialised regarding COVID-19 as a global pandemic, which
has impacted and could continue to impact the ability of the
business to operate at its full capacity due to the closure of
theme parks or reduction and restrictions on travel.
Furthermore, the Company's product offering depends on the
performance of particular hardware and software systems that could
be affected by outages, downtime, or poor performance both in and
out of the Company's control. This could result in negative impacts
on the Company through increased costs of rectifying issues, loss
of contracts, or reduction in brand value over time. The Company
systems are vulnerable to impact, or interruption from events such
as (but not limited to) (i) natural disasters, (ii) power loss,
(iii) third-party supplier failure (including telecommunications),
(iv) viruses, or other similar third-party software negatively
introduced to the system, (v) computer hacking or other similar
activity and (vi) acts of war, terrorism or pandemics. No material
outages have occurred as of the date of this report.
The supply chain could be an issue as the company orders
hardware and equipment to fulfill orders for the 2023 season. The
company is looking at alternative camera designs to mitigate risks
related to certain components and availability.
The current macroeconomic situation continues to be a key risk
and concern for the company and could impact the ability for future
growth and expansion globally.
Technological Development
In order for the Company to remain competitive, technological
developments must be followed especially in the event of any
technology changes. The Company must continue to increase and
improve the functionality, properties and the quality of existing
products. Such adaptation is associated with costs that can be
significant and are affected by factors that are wholly or partly
outside the control of the Company. This means that the level and
timing of future operating costs and capital requirements to follow
in this development may deviate significantly from current
estimates. A lack of ability to follow technological developments,
or the costs attributable to any future developments can have a
material adverse effect on the Company's operations, financial
position, and results.
Financial and Capital Risk Management
The directors constantly monitor the financial risks and
uncertainties facing the group with particular reference to the
exposure of credit risk and liquidity risk. They are confident that
suitable policies are in place and that all material financial
risks have been considered. The major balances and financial risks
to which the company is exposed to and the controls in place to
minimise those risks are disclosed. The financial risk management
objectives and policies can be found within note 22 of the
financial statements. The Board considers and reviews these risks
on a strategic and day to day basis in order to minimise any
potential exposure.
The Board's objective is to maintain a balance sheet that is
both efficient and delivers long term shareholder value. The Board
continues to monitor the balance sheet to ensure it has an adequate
capital structure.
Going Concern
The Board monitors the Company's ability to continue as a going
concern. The following is a summary of the Directors' assessment of
the going concern status of the Company.
With the company's current cash position, moderate monthly burn
rate, upcoming installments for current clients and a strong
pipeline of clients for 2023, the company is in good standing for
the upcoming year.
Based on this information, the Board has made its assessment and
remains satisfied that there are no material uncertainties
affecting the Company's ability to continue in business for the
foreseeable future, being at least 12 months from the date of
approval of the financial statements. Accordingly, the Company has
adopted the going concern basis in preparing these financial
statements.
FINANCIAL STATEMENTS
Income Statement for the period from 18 February 2021 to 30 June
2022
2022
Notes GBP
Turnover 5 28,445
Cost of sales (28,960)
----------
Gross loss (515)
Administrative expenses (848,057)
Operating loss 6 (848,572)
Interest payable (10,204)
----------
Loss on ordinary activities before taxation (858,776)
Tax on loss on ordinary activities 8 -
Loss for the period (858,776)
==========
Loss per share:
Basic and diluted loss per share - pence 24 2.22
==========
All amounts relate to continuing operations.
The notes below form part of these financial statements.
Statement of Comprehensive Income for the period from 18
February 2021 to 30 June 2022
Notes 2022
GBP
Loss for the period (858,776)
Other comprehensive income -
Total comprehensive income for the period (858,776)
--------------------
The notes below form part of these financial statements.
Statement of Financial Position as at 30 June 2022
2022
Notes GBP GBP
Fixed assets
Intangible assets 9 3,661,917
Current assets
Debtors 10 449,546
Cash at bank and in hand 222,386
-------------------
671,932
Creditors: amounts falling due
within one year
Trade and other creditors 11 (762,584)
Net Current liabilities (90,652)
-------------------
Total assets less current
liabilities 3,571,265
Creditors: amounts falling due after more
than one year
Other creditors 12 (573,051)
Net assets 2,998,214
-------------------
Capital and reserves
Share Capital 13 507,213
Share Premium 14 3,349,777
Profit and loss account 15 (858,776)
Total Equity 2,998,214
-------------------
Statement of Changes in Equity for the period from 18 February
2021 to 30 June 2022
Profit
Share Share Other and Loss
Capital Premium reserves Account Total
GBP GBP GBP GBP GBP
At 18 February 2021 - - - - -
Loss for the financial
year - - - (858,776) (858,776)
Total comprehensive
income for the financial
year - - - (858,776) (858,776)
Shares issued 507,213 3,349,777 - - 3,856,990
At 30 June 2022 507,213 3,349,777 - (858,776) 2,998,214
--------- ---------- ------------------- ---------- ----------
The following describes the nature and purpose of each reserve
within owners' equity.
Reserve Description and purpose
Share Capital This represents the nominal value of shares
issued.
Share Premium Amount subscribed for share capital in excess of
nominal value.
Profit & Loss Account Cumulative net gains and losses
recognized in the statement of comprehensive income.
The notes below form part of these financial statements.
Statement of Cash Flows for the period from 18 February 2021 to
30 June 2022
2022
Notes GBP
Cash flows from operating activities
Operating loss for the period (848,572)
Adjustments for:
Amortisation of goodwill 58,083
Changes in:
Trade and other debtors (99,546)
Trade and other creditors 473,032
Cash generated from operations (417,003)
Interest paid -
Net cash used in operating activities (417,003)
----------------------------------------------------------- -------------------
Cash flows from investing activities
- -
Net cash generated from investing activities -
----------------------------------------------------------- -------------------
Cash flows from financing activities
Share issue 439,389
Issue of Convertible Loan Note 200,000
Net cash used in financing activities 639,389
----------------------------------------------------------- -------------------
Increase/(Decrease- in cash and cash equivalents 222,386
Cash and cash equivalents at beginning
of year -
Cash and cash equivalents at the end
of the year 222,386
----------------------------------------------------------- -------------------
Non-cash transactions
The acquisition of the business and certain assets of Ridercam
Systems Limited for GBP3.75m was a non-cash transaction during the
period with shares issued to settle the majority of the
consideration payable, with some consideration being deferred.
Refer to Note 9 for further details.
The notes below form part of these financial statements.
Notes to the accounts for the period from 18 February 2021 to 30
June 2022
1 General Information
The company is a public company limited by shares, registered in
England and Wales. The address of the registered office is
Bragborough Hall Business Centre, Welton Lane, Braunston,
Northamptonshire, NN11 7JG, United Kingdom.
2 Statement of compliance
These financial statements have been prepared in compliance with
FRS 102, 'The Financial Reporting Standard applicable in the UK and
the Republic of Ireland'
3 Summary of significant accounting policies
Turnover
Turnover is measured at the fair value of the consideration
received or receivable, net of discounts and value added taxes.
Turnover includes revenue earned from the sale of goods and from
the rendering of services. Turnover from the sale of goods is
recognised when the significant risks and rewards of ownership of
the goods have transferred to the buyer. Turnover from the
rendering of services is recognised by reference to the stage of
completion of the contract. The stage of completion of a contract
is measured by comparing the costs incurred for work performed to
date to the total estimated contract costs.
Research and development
Expenditure on research activities is recognised as an expense
in the period in which it is incurred. An internally generated
intangible asset arising from the company's development activity is
recognised only if all the following conditions are met:
-- an asset is created that can be identified;
-- it is probable that the asset created will generate future economic benefits: and,
-- the development cost of the asset can be measured reliably.
Internally-generated intangible assets are amortised on a
straight-line basis over their useful lives. Where no
internally-generated intangible asset can be recognised,
development expenditure is recognised as an expense in the period
in which it is incurred.
Intangible assets
Externally acquired intangible assets are initially recognised
at cost and subsequently amortised on a straight-line basis over
their estimated useful economic lives. The amortisation expense is
included within the other administrative expenses line of the
statement of comprehensive income.
Intangible assets are recognised on business combinations if
they are separable from the acquired entity or give rise to other
contractual/legal rights.
Business combinations and goodwill
The consideration transferred in a business combination is
measured at fair value, which is calculated as the sum of the
acquisition-date fair values of the assets transferred by the
company, liabilities incurred by the company to the former owners
of the acquiree and the equity interests issued by the company in
exchange for the business and assets of the acquiree.
Acquisition-related costs are recognised in the profit and loss as
incurred. Any goodwill that arises is amortised over its estimated
useful economic life.
Going Concern
In preparing the financial statements, the directors are
required to make an assessment of the ability of the company to
continue as a going concern. The directors have prepared a cash
flow forecast which covers the period to June. A "reverse stress"
test has been applied to the forecasts, seeking to establish the
level of liquidity headroom the company is expected to have during
this forecast period to June 2024. The directors' assessment has
taken into account current macroeconomic factors.
On the basis of these forecasts, the directors are confident
that the company has adequate resources to continue in operational
existence and to meet their liabilities as they fall due for the
foreseeable future. As a result of the above, the directors have
concluded that it remains appropriate to adopt a going concern
basis of preparation in these financial statements.
Taxation
A current tax liability is recognised for the tax payable on the
taxable profit of the current and past periods. A current tax asset
is recognised in respect of a tax loss that can be carried back to
recover tax paid in a previous period.
Deferred tax is recognised in respect of all timing differences
between the recognition of income and expenses in the financial
statements and their inclusion in tax assessments.
Unrelieved tax losses and other deferred tax assets are
recognised only to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other
future taxable profits. Deferred tax is measured using the tax
rates and laws that have been enacted or substantively enacted by
the reporting date and that are expected to apply to the reversal
of the timing difference, except for revalued land and investment
property where the tax rate that applies to the sale of the asset
is used. Current and deferred tax assets and liabilities are not
discounted.
Provisions
Provisions (ie liabilities of uncertain timing or amount) are
recognised when there is an obligation at the reporting date as a
result of a past event, it is probable that economic benefit will
be transferred to settle the obligation and the amount of the
obligation can be estimated reliably.
Foreign currency translation
Transactions in foreign currencies are initially recognised at
the rate of exchange ruling at the date of the transaction.
At the end of each reporting period foreign currency monetary
items are translated at the closing rate of exchange. Non- monetary
items that are measured at historical cost are translated at the
rate ruling at the date of the transaction. All differences are
charged to profit or loss.
Share-based compensation
The fair value of the employee and suppliers services received
in exchange for the grant of the options and warrants is recognized
as an expense. The total amount to be expensed over the vesting
year is determined by reference to the fair value of the options
and warrants granted, excluding the impact of any non-market
vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in assumptions
about the number of options and warrants that are expected to vest.
At each statement of financial position date, the entity revises
its estimates of the number of options and warrants that are
expected to vest. It recognises the impact of the revision to
original estimates, if any, in the income statement, with a
corresponding adjustment to equity.
The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and
share premium when the options are exercised.
The fair value of share-based payments recognised in the income
statement is measured by use of the Black Scholes model, which
takes into account conditions attached to the vesting and exercise
of the equity instruments. The expected life used in the model is
adjusted; based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarked against peer companies in the
industry.
Financial assets
Basic financial assets, including trade and other receivables
and cash or bank balances, excluding any financing transactions,
are initially recognised at transaction price and are subsequently
measured at amortised cost determined using the effective interest
method, less any impairment losses for bad and doubtful debts.
Investments in equity instruments (other than the company's own
equity or any subsidiaries, associates and joint ventures) and
other financial assets are initially recognised at their
transaction price and are subsequently measured at fair value at
each period end. Changes in fair value are recognised in the profit
or loss. Fair value is measured with reference to the net asset
value per share at the period end.
Financial assets are derecognised when (a) the contractual
rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the ownership of the
asset are transferred to another party or (c) despite having
retained some significant risks and rewards of ownership, control
of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated
third party without imposing additional restrictions.
Financial liabilities
Basic financial liabilities, including trade and other payables
and bank loans, excluding any financing transactions, are initially
recognised at transaction price and are subsequently measured at
amortised cost determined using the effective interest method.
Financial liabilities are derecognised when the liability is
extinguished, that is when the contractual obligation is
discharged, cancelled or expires.
3 Critical accounting estimates and judgements
The preparation of financial statements in accordance with FRS
102, the Financial Reporting Standard applicable in the United
Kingdom and the Republic of Ireland, requires the use of certain
critical accounting estimates and judgements. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future
events that are believed to be reasonable under circumstances.
Although these estimates are based on directors' best knowledge of
the amount, event or actions, actual results may differ from those
estimates. The following is intended to provide an understanding of
the policies that the directors consider critical because of the
level of complexity, judgment or estimation involved in their
application and their impact on the financial statements.
Share based payments
The fair value of share based payments recognized in the income
statement is measured by use of the Black Scholes model, which
takes into account conditions attached to the vesting and exercise
of the equity instruments. The expected life used in the model is
adjusted; based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarked against peer companies in the
industry. Refer to Note 22 for further details.
Intangible assets
It is the company's policy to amortise intangible assets over
the period during which the company is expected to benefit.
Amortisation only commences once the asset is fully ready for use
as intended by management. During the period the company acquired
an intangible asset from Ridercam Systems Limited but judged that
further development work would be required on the asset. Therefore,
the company has judged that the intangible asset shouldn't be
amortised during the period. With regards to goodwill the company
has estimated that they will receive future economic benefits for
at least 10 years, so have used the maximum life permitted. The
carrying amounts of intangible assets are disclosed in Note 9.
Going concern
Management have considered that the company remains a going
concern. The going concern assumption is discussed further in note
1.
5 Analysis of turnover 2022
GBP
Sale of goods 26,827
Services rendered 1,618
28,445
----------------------------
By geographical market:
UK -
Europe 26,827
North America 1,618
28,445
----------------------------
2022
6 Operating Loss GBP
This is stated after charging:
Auditors remuneration for
audit services 10,000
Amortisation of goodwill 58,083
Foreign exchange differences 1,250
============================
The interest payable in the income statement relates to deferred
consideration included within creditors due after 1 year.
2022
7 Directors' emoluments GBP
Emoluments 265,162
Highest paid director 169,225
Number of directors to whom accrued/paid
fees during year 6
There were no employees, the directors were paid via service
agreements and further details are
provided on in the Corporate Governance Statement.
8 Taxation 2022
GBP
Analysis of charge in
period
Current tax:
UK corporation tax on profits
for the period -
Adjustments in respect
of previous periods -
============================
Reconciliation of tax
expense
The tax assessed on the profit on ordinary activities
of the year is the standard rate of corporation tax
in the UK of 19%
2022
GBP
Loss on ordinary activities
before taxation (858,776)
Loss on ordinary activities
by rate of tax (163,167)
Effect of expenses not deductible
for tax purposes 37,246
Unutilised / (Utilised) losses
carried forward 125,922
Tax on loss -
============================
9 Intangible fixed assets
Identified
intangible
Goodwill assets Total
GBP GBP GBP
Cost
At 18 February 2021 - - -
Additions through business
combinations 536,154 3,183,846 3,720,000
--------- ------------
At 30 June 2022 536,154 3,183,846 3,720,000
--------- ------------ -------------------------
Amortisation
At 18 February 2021 - - -
Provided during period 58,083 - 58,083
--------- ------------
At 30 June 2022 58,083 - 58,083
--------- ------------ -------------------------
Carrying amount
At 30 June 2022 478,071 3,183,846 3,661,917
========= ============ =========================
At 17 February 2021 - - -
========= ============ =========================
Acquisition
On 26 May 2021 the company acquired the business and certain
assets of Ridercam Systems Limited ("Ridercam") for total
consideration of GBP3.75m. The consideration payable was as
follows:
-- GBP682,400 of deferred consideration
-- GBP739,098 by way of the issue of 7,390,982 Ordinary Shares
which were issued on 26 May 2021; and
-- GBP2,328,502 by way of the settlement of all outstanding debt
liabilities due from Ridercam to the
company as a result of the acquisition of the debt from the
original creditors of Ridercam as part of the restructure of their
business. Following such acquisition of the debt by the company,
the company then settled such debts due from Ridercam as part of
the consideration for the acquisition.
The deferred consideration was later reduced by GBP30,000 on 12
April 2022.
Identified intangible assets
Prior to the acquisition, Ridercam had been focused on its
research and development program,
which provided for the development of the Visum 4.0 camera
system. During this period, Ridercam had many ride installations,
but these were operated as part of the research & development
program rather than on a fully commercialised basis. The main
expenditure incurred by Ridercam prior to its acquisition related
to the development of the technology, intellectual property, and
camera system with total aggregate expenditure reaching
GBP3,183,846.
The company has allocated this cost as the fair value at
acquisition date of the identified intangible assets.
The company intends to continue its research and development
program to continue developing its products and features offered to
customers. The asset is not yet fully ready for use as intended by
management and therefore, it has not yet been amortised.
Goodwill
The goodwill relates to the excess of the cost of acquiring
Ridercam over the identified intangible assets, as there were no
other significant identifiable assets, liabilities or contingent
liabilities acquired. The goodwill includes other intangible assets
that cannot be recognised separately as intangible assets. The
goodwill is to be written off in equal annual instalments over its
estimated economic life of 10 years.
Revenue and profit and loss
The revenue in the period relating to the business acquired from
Ridercam is GBP28,445.
The loss in the period relating to the business acquired from
Ridercam is GBP515.
10 Debtors 2022
GBP
Other debtors 436,207
Accrued Income 3,339
Prepayments 10,000
449,546
=========================
Creditors: amounts falling due
11 within one year 2022
GBP
Trade Creditors 354,761
Other creditors 289,091
Accruals and deferred income 118,732
762,584
=======================
Included within other creditors is a GBP200,000 convertible loan
which was converted into equity on 24 August 2022.
Creditors: amounts falling due after more
12 than one year
Deferred Consideration 573,051
=======================
13 Share capital Nominal 2022
Value Number GBP
Allotted and called up:
Ordinary shares 0.01 50,721,287 507,213
=======================
Shares issued during period:
Ordinary shares 0.01 50,721,287 507,213
=======================
2,500,000 ordinary shares have been issued but not fully paid.
The remaining ordinary shares are fully paid. The consideration
receivable for the ordinary shares issued in the year is
GBP3,856,990.
Each ordinary share has full rights in the company with respects
to voting, dividends and distributions.
14 Share premium 2022
GBP
At 18 February 1
Shares issued 3,349,776
-----------------------------
At 30 June 2022 3,349,777
=============================
15 Profit and loss account 2022
GBP
At 18 February -
Profit for the period (858,776)
Dividends -
At 30 June 2022 (858,776)
=============================
Events after the reporting
16 date
On 24 August 2022 the Company issued 1,428,571 ordinary shares
of GBP0.01 each at GBP0.14 per share upon the conversion of a
GBP200,000 convertible loan.
17 Related party transactions
Included within trade creditors and accruals are balances of
GBP63,031 and GBP93,000 respectively which are due to the directors
in relation to their fees. The directors fees are disclosed in the
Corporate Governance Statement.
18 Presentation currency
The financial statements are presented
in Sterling.
Legal form of entity and country
19 of incorporation
Visum Technologies PLC is a public company limited by
shares and incorporated in England.
20 Principal place of business
Bragborough Hall Business
Centre
Welton Road
Braunston
Daventry
Northamptonshire
NN11 7JG
21 Warrants and share based payments
On 29 June 2022, 1,014,426 warrants were granted to the
company's corporate adviser and were exercisable at 14p each over a
term of 5 years.
The fair value of the warrants issued in the period was derived
using the Black Scholes model and the share based expense was
approximately GBP30,000 but has not been deemed to be material and
so has not been recognised. The net charge recognized in the income
statement and statement of comprehensive income for share warrants
was GBPnil.
The following assumptions were used in the calculations for
director warrants issued in the period, depending on the warrants
and date of share issue:
Exercise price 14p
Share price at grant
date 14p
Risk-free rate 2.1%
Volatility 25%
Expected life 5 years
Fair value 2.93p
Expected volatility is based on a conservative estimate for a
AQSE listed entity. The expected life used in the model has been
adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
Conversion of warrants
Each warrant converts into one ordinary share of the company on
exercise. No amounts are paid or payable by the recipient on
receipt of the warrant and the company has no legal obligation to
repurchase or settle the warrant in cash. The warrants carry
neither rights to dividends nor voting rights prior to the date on
which the warrants are exercised. Warrants may be exercised at any
time from the date of vesting to the date of expiry.
Movements in the number of warrants outstanding and their
related weighted average exercise prices are as follows:
Number of warrants Average exercise
price
2022 2022
No. GBP
Outstanding at the beginning - -
of the period
* Granted during the year 1,014,426 0.14
- -------------- ------------
Outstanding at the end
of the period 1,014,426 0.14
-------------- ------------
The warrants outstanding at the period end were all exercisable
and had a weighted average remaining contractual life of 5 years
and the maximum term is 5 years. The exercise price range is
14p.
22 Financial Risk Management Objectives and Policies
The Company's financial instruments comprise cash balances and
receivables and payables that arise directly from its
operations.
The main risks the Company faces are foreign currency risk,
interest risk, liquidity risk and capital risk.
The board regularly reviews and agrees policies for managing
each of these risks. The Company's policies for managing these
risks are summarised below and have been applied throughout the
period. The numerical disclosures exclude short-term debtors and
their carrying amount is considered to be a reasonable
approximation of their fair value.
Foreign currency risk
The Company is exposed to movement in foreign currency exchange
rates arising from normal trading transactions that are denominated
in currencies other than the respective functional currencies of
the Company entities, primarily with respect to United States
dollars and Australian dollars. The Company does not currently have
a policy to hedge its exposure to foreign currency exchange risk.
The gains or losses disclosed in Note 6 are equivalent to a
sensitivity analysis and indicate how the profit or loss is
affected by changes in foreign currency exchange rates.
Interest risk
The Company is not exposed to significant interest rate risk as
it has fixed rates of interest bearing liabilities at the period
end.
Credit risk
The Company is exposed to significant credit risk from its loans
and receivables if underlying borrowers fail to make repayments or
default.
The Board of Directors manages credit risk by using secured Debt
instruments with collateral where possible and by reviewing the
credit worthiness of counterparties prior to making loans and
credit sales. The carrying amounts of trade and other receivables,
secured loan notes and cash and bank balances represent the
Company's maximum exposure to credit risk in relation to financial
assets.
Cash and bank balances, including fixed deposits are placed with
reputable financial institutions.
Liquidity risk
Liquidity risk is the risk that Company will encounter
difficulty in meeting these obligations associated with financial
liabilities.
The responsibility for liquidity risks management rest with the
Board of Directors, which has established appropriate liquidity
risk management framework for the management of the Company's short
term and long-term funding risks management requirements.
During the period under review, the Company has utilised various
borrowing facilities and their carrying amount is a reasonable
approximation of their fair value.
The Company manages liquidity risks by maintaining adequate
reserves and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities.
Capital risk
The Company's objectives when managing capital are to safeguard
the ability to continue as a going concern in order to provide
returns for shareholders and benefits to other stakeholders and to
maintain an optimal capital structure to reduce the cost of
capital.
23 Financial Instruments
Financial instruments represent any contractual agreement that
creates a financial asset, financial liability
or an equity instrument. Financial assets comprise cash and bank
balances, trade and other receivables. Financial liabilities
comprise trade and other payables, loans and borrowings.
Fair value measurements
Management consider that the carrying amounts of financial
assets and financial liabilities recognised in the
Company's financial statements approximate their fair
values.
2022
GBP
Financial assets
at amortised cost
Trade and other
receivables 398,982
Cash and cash equivalents 222,386
----------
621,368
==========
Financial liabilities
at amortised cost
Trade payables 354,761
Other creditors 867,604
----------
1,222,365
==========
The fair value of the financial assets and liabilities are
included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced or liquidation sale .
Cash and cash equivalents, trade and other receivables, trade
and other payables and loans and borrowings approximate their
carrying amounts largely due to the short-term maturities of these
instruments.
24. Earnings per share
Basic earnings per share is calculated by dividing the earnings
attributable shareholders by the weighted average number of
ordinary shares outstanding during the period.
Reconciliations are set out below:
Earnings Weighted average Loss per-share
GBP Number of shares Pence
2022
Basic and diluted earnings
per share:
Earnings attributable
to ordinary shareholders (858,776) 38,603,674 2.22
Basic and diluted earnings per share are considered to be the
same, since where a loss is incurred the effect of outstanding
share options and warrants is considered anti-dilutive and is
ignored for the purpose of the loss per share calculation. As at 30
June 2022 there were 1,014,426 outstanding share warrants, which
are potentially dilutive.
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END
NEXGZMGZZNGGZZM
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December 07, 2022 07:03 ET (12:03 GMT)
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