TIDMSFT
RNS Number : 6682U
Software Circle PLC
27 November 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation. With the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
27 November 2023
Software Circle plc
("Software Circle", "the Group" or "the Company")
Unaudited Interim Results for the period ended 30 September
2023
Financial highlights
Six months
to Six months to
30 September 30 September
2023 2022
Continuing operations
Revenue GBP8.25m GBP4.97m
EBITDA (1) GBP1.61m GBP(0.05)m
Adj EBITDA (2) GBP1.01m GBP(0.23)m
Cash flow from operations GBP1.19m GBP(0.39)m
EPS (1.28)p (0.42)p
Development Expenditure GBP0.60m GBP0.18m
Cash and Cash Equivalents GBP18.71m GBP5.01m
Net Cash / (Debt) GBP6.66m GBP(3.28)m
(1) Earnings before interest, tax, depreciation and
amortisation
(2) EBITDA before R&D capitalisation
Operational highlights
-- Fundraise of GBP23.4m completed to drive our acquisition strategy
-- Revenue increased by GBP3.28m, a 66% increase
-- Positive adj EBITDA of GBP1.01m, 12% of revenue
-- Newly acquired businesses fully onboarded
-- 12% organic growth achieved across our acquisitions
For further information:
Software Circle plc
Gavin Cockerill (CEO) 07968 510 662
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales and Corporate
Broking)
Interim Statement
Our first Interim report as Software Circle plc shows that we
have made further progress. As we announced on 17 October 2023,
we've changed the name of the Group to better reflect who we are
today and who we want to become. You can read more about that and
see our new look on the website www.softwarecircle.com . We kept
the logo similar, so it's easier to change our Grafenia
tattoos.
Currently we are home to a stable of five software business
units across multiple sectors (including Nettl Systems). Our
portfolio of businesses operate within the following sectors:
Graphics and Ecommerce, Finance, Property and Care Management. Four
of these were acquired during the latter stages of the previous
financial year. Having been successfully onboarded, we are now
seeing the benefits as they contribute to profitability. We thank
all of our teams for their continued efforts and hard work.
Our aspiration is to become serial acquirers of Vertical Market
Software businesses. To that end, we still have much work to do.
Though we have most definitely achieved 'Phase 1' success and we
are looking forward to what's to come.
For the year so far, our focus has been on onboarding our newly
acquired businesses and welcoming the talented people that run
them. Helping to implement the business systems and processes that
we think can drive organic growth in each of our operating units.
Benchmarking key performance metrics, providing focus, structure
and know-how around operational best practice. We're seeing some
encouraging results from that activity.
In addition, we've been preparing the business to scale. As we
look to bring further acquisitions into the group, it's vital that
we can operate with the same efficiency and effectiveness as we do
now. Our focus for 'Phase 2'.
Trading Results and Cash from Continuing Operations
With our newly acquired businesses contributing in full for the
interim period, revenue from continuing operations rose to GBP8.25m
(2022: GBP4.97m) an increase of 66%.
Gross profit rose to GBP5.07m (2022: GBP2.02m) and our gross
margin percentage increased to 61.4% (2022: 40.7%). As the profile
of our business changes, so do our profit margins. More of our
revenue now comes from recurring revenues for licence fees and
services. As this continues to grow, the lower margin product-led
revenues become a smaller part of the overall group. We would
therefore expect the trend towards increasing gross margin
percentage to continue as we acquire more Vertical Market Software
businesses.
As a result of the four acquisitions made, our total operating
costs increased, with staff costs of GBP2.46m (2022: GBP1.18m) and
total other operating charges increasing to GBP0.94m (2022:
GBP0.85m). Those additional costs came with additional revenues.
Therefore, our EBITDA increased to a profit of GBP1.61m (2022: loss
GBP0.05m). Our operating loss from continuing operations of
GBP0.17m (2022: loss of GBP0.49m) is impacted by GBP1.65m (2022:
GBP0.33m) of non-cash amortisation charges on intangible assets,
the increase being driven by our acquisitions. Profitability has
been further impacted by an impairment of GBP1.42m against the
amount receivable from Rymack Sign Solutions Limited following the
sale of Works Manchester Limited in May 2022. Despite ongoing
discussions, in the absence of a resolution to date, confidence in
receiving payment in full has been further reduced. This has led to
a pre-tax loss of GBP1.88m (2022: GBP0.54m).
At 30 September 2023, the Company had cash of GBP18.71m (2022:
GBP5.01m) and debt of GBP12.05m (2022: GBP8.29m). The increase in
cash and reduction in debt from 31 March balances of GBP1.99m cash
and GBP18.72m debt follows the issue of additional share capital in
September, raising GBP23.15m after issue costs. GBP6.61m was
subsequently used to repurchase certain of the Company's bonds with
a nominal value of GBP7.50m, including the accrued interest.
Our operating activities generated GBP1.19m of cash (2022:
utilised GBP0.29m) as our newly acquired business units contributed
for the full interim period.
Capital expenditure was GBP0.60m (2022: GBP0.18m). Almost all of
this amount was invested in the ongoing development of our
platforms which underpin operations and ongoing revenue streams
across our business units.
Trading Review
GBP3.75m of revenue was generated by our four acquisitions and
collectively, they are growing organically and tracking ahead of
valuation expectations. On current trajectory, overall EBITDA would
be 15% ahead of our valuation expectations, increasing the return
on capital employed from 16% to 19%, including deal costs.
Those improvements have been driven by increased topline
performance and efficiencies through the addition of business
processes and systems, leading to a reduced cost base. We've
improved the sales performance of most of our business units versus
like-for-like performance last year. Organic growth across our four
acquisitions was 12% versus the same period in the previous year.
The highest being 16% the lowest being 6%.
Non recurring revenues from our Graphics and Ecommerce division,
have however been affected by a reduction in business confidence.
GBP4.50m (2022: GBP4.97m) of total revenue was generated by our
Nettl Systems business. A 9.5% decrease of GBP0.47m. The nature of
the product revenue that the platform generates makes it more
susceptible to the macroeconomic environment. The drop in revenue
has been driven primarily by a downturn in products our partners
buy at wholesale prices - like signage, printing and promo goods.
Sales of outdoor event materials during June - August, were
particularly hard hit.
However, the reduction in product revenue through the platform
today, given the sale of Works Manchester, has a lesser impact on
Nettl System's overall profitability, when compared to prior
periods. Recurring licence fees and subscription revenue for the
Nettl systems platform and services like SEO, Websites, Hosting and
Social Media remain in line with expectations.
As a group we continue to drive an increase in revenues that are
recurring in nature, now contributing 60% of the Group's total
revenue. The vast majority of revenue streams in businesses we look
to acquire are recurring and therefore, as we add more to the
Group, that percentage is likely to increase further.
Outlook
Although the dip in revenue from our Nettl Systems business
slightly dents our revenue run-rate, overall, trading and
profitability remains in line with management expectations.
Our search for vertical market software businesses continues as
we look to quickly, but effectively, deploy the funds from our
recent fundraise on acquisitions that meet our criteria. In that
regard, our deal flow continues to look healthy. We currently are
in exclusive discussions with acquisition targets with a collective
turnover of approximately GBP3.6m and an adjusted EBITDA of
GBP1.2m. These are progressing through the due diligence process.
We will continue to update the market as our acquisition strategy
progresses.
Jan Mohr Gavin Cockerill
Chairman Chief Executive Officer
27 November 2023
Unaudited Interim Results for the period ended 30 September 20
23
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 202 3
Unaudited Unaudited Unaudited Unaudited Audited Audited Audited
Six months Six months Six months Six months Year ended Year ended Year ended
to to to to 31 March 31 March 31 March
30 30 30 September 30 2023 2023 2023
September September 2022 September
Note 2023 2022 2022
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Total Continuing Discontinued Total Continuing Discontinued Total
operation operation operation operation
Revenue 3 8,247 4,969 870 5,839 11,677 870 12,547
Raw materials
and
consumables
used (3,181) (2,946) (235) (3,181) (5,927) (235) (6,162)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Gross profit 5,066 2,023 635 2,658 5,750 635 6,385
Staff costs (2,460) (1,179) (417) (1,596) (3,471) (417) (3,888)
Doubtful debt
expense (54) (49) (10) (59) (68) (10) (78)
Other operating
charges (941) (848) (155) (1,003) (1,806) (155) (1,961)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Earnings before
interest,
tax
depreciation
and
amortisation 1,611 (53) 53 - 405 53 458
Depreciation
and
amortisation 6 (1,784) (440) - (440) (1,556) - (1,556)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Operating loss (173) (493) 53 (440) (1,151) 53 (1,098)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Impairment of
assets 7 (1,419) - - - (805) - (805)
Financial
income 74 54 - 54 135 - 135
Financial
expenses 4 (979) (96) (21) (117) (830) (21) (851)
Value
adjustment on
bond
settlement 10 622 - - - - - -
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Net financing
expense (283) (42) (21) (63) (695) (21) (716)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Loss before tax (1,875) (535) 32 (503) (2,651) 32 (2,619)
Taxation 292 51 - 51 1,243 - 1,243
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Loss for the
period (1,583) (484) 32 (452) (1,408) 32 (1,376)
Re-measurement
to fair value
on
discontinued
operations - - (235) (235) - (235) (235)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Total
comprehensive
loss
for the period (1,583) (484) (203) (687) (1,408) (203) (1,611)
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Earnings per
share 5 (1.28)p (0.42)p (0.18)p (0.60)p (1.23)p (0.18)p (1.41)p
--------------- ---- ---------- ---------- ------------ ---------- ------------------ -------------- --------------
Consolidated Statement of Financial Position
at 30 September 202 3
Unaudited Unaudited Audited
Note 30 September 30 September 31 March
2023 2022 2023
GBP000 GBP000 GBP000
Non-current assets
Property, plant and equipment 1,266 972 1,384
Intangible assets 6 15,217 1,233 16,266
Deferred consideration receivable 7 - 1,804 -
Total non-current assets 16,483 4,009 17,650
---------------------------------- ------ -------------- -------------- ---------
Current assets
Inventories 28 26 31
Trade and other receivables 8 2,320 1,329 2,137
Deferred consideration receivable 7 350 618 1,698
Prepayments 153 106 110
Cash and cash equivalents 18,707 5,008 1,994
Total current assets 21,558 7,087 5,970
---------------------------------- ------ -------------- -------------- ---------
Total assets 38,041 11,096 23,620
---------------------------------- ------ -------------- -------------- ---------
Current liabilities
Trade and other payables 9 1,605 1,012 1,817
Deferred income 9 223 - 186
Other interest-bearing loans
and borrowings 10 4,247 386 3,879
Total current liabilities 6,075 1,398 5,882
---------------------------------- ------ -------------- -------------- ---------
Non-current liabilities
Other interest-bearing loans
and borrowings 10 7,798 7,900 14,837
Deferred tax liabilities 1,681 - 1,973
---------------------------------- ------ -------------- -------------- ---------
Total non-current liabilities 9,479 7,900 16,810
---------------------------------- ------ -------------- -------------- ---------
Total liabilities 15,554 9,298 22,692
---------------------------------- ------ -------------- -------------- ---------
Net assets 22,487 1,798 928
---------------------------------- ------ -------------- -------------- ---------
Equity
Share capital 11 3,901 1,145 1, 145
Share premium 11 28,255 7,866 7, 866
Merger reserve 838 838 83 8
Retained earnings (10,709) (8,202) (9,126)
Translation reserve 114 63 117
Share based payment reserve 88 88 88
Total equity 22,487 1,798 928
---------------------------------- ------ -------------- -------------- ---------
Consolidated Statement of Changes in Shareholders Equity
for the six months ended 30 September 202 3
Share
based
Share Share Merger Retained payment Translation
Capital Premium Reserve earnings reserve reserve Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Opening shareholders'
funds at 1 April 2022 1,145 7,866 838 (7,515) 88 66 2,488
Loss and total comprehensive
income for the period
from continuing operation - - - (484) - - (484)
Loss and total comprehensive
income for the period
from discontinued operation - - - (203) - - (203)
Share option reserve - - - - - (3) (3)
Closing shareholders'
funds at 30 September
2022 1,145 7,866 838 (8,202) 88 63 1,798
------------------------------- -------- -------- -------- --------- -------- ----------- ---------
Loss and total comprehensive
income for the period - - - (924) - - (924)
Retranslation of net
assets of overseas
subsidiaries - - - - - 54 54
Closing shareholders'
funds at 31 March 2023 1,145 7,866 838 (9,126) 88 117 928
------------------------------- -------- -------- -------- --------- -------- ----------- ---------
Loss and total comprehensive
income for the period - - - (1,583) - - (1,583)
Retranslation of net
assets of overseas
subsidiaries - - - - - (3) (3)
Shares issued in the
period 2,756 20,669 - - - - 23,425
Costs associated with
shares issued - (280) - - - - (280)
Closing shareholders'
funds at 30 September
2023 3,901 28,255 838 (10,709) 88 114 22,487
------------------------------- -------- -------- -------- --------- -------- ----------- ---------
Consolidated Statement of Cash Flows
for the six months ended 30 September 202 3
Unaudited Unaudited Audited
Half Half year Full year
year 2022 202 3
202 3
Note GBP000 GBP000 GBP000
Cash flows from operating activities
Loss for the period ( 1,583) (484) (1,408)
Adjustments for:
Depreciation, amortisation and impairment 6 1,784 440 1,556
Loss on disposal of plant and equipment (15) - 4
Net finance expense 283 42 695
Bad debt expense 54 49 68
Foreign exchange loss (12) - 51
Tax income ( 292) (51) (1,243)
Impairment of consideration receivables 7 1,419 - 805
Operating cash flow before changes in working
capital and provisions 1,638 (4) 528
------------------------------------------------- ---- --------- --------- ---------
Change in trade and other receivables (280) 149 19
Change in inventories 3 3 (2)
Change in trade and other payables (175) (519) (413)
Cash generated/ (utilised) by operations 1,186 (371) 132
------------------------------------------------- ---- --------- --------- ---------
Interest paid 5 2 5
R&D tax (paid)/received - (21) 67
Net cash inflow / (outflow) from operating
activities from continuing operation 1,191 (390) 204
------------------------------------------------- ---- --------- --------- ---------
Net cash inflow from operating activities
from discontinued operation - 104 104
------------------------------------------------- ---- --------- --------- ---------
Net cash inflow / (outflow) from operating
activities 1,191 (286) 308
------------------------------------------------- ---- --------- --------- ---------
Cash flows from investing activities
Proceeds from sale of subsidiary - 100 100
Acquisition of plant and equipment ( 22) (2) (60)
Disposal of plant and equipment 16 - 1
Capitalised development expenditure 6 ( 596) (175) (390)
Payment of deferred consideration (182)
Acquisition of subsidiaries net of cash - - (8,367)
Net cash used in investing activities from
continuing operation ( 784) (77) (8,716)
------------------------------------------------- ---- --------- --------- ---------
Net cash used in investing activities from - - -
discontinued operation
------------------------------------------------- ---- --------- --------- ---------
Net cash used in investing activities (784) (77) (8,716)
------------------------------------------------- ---- --------- --------- ---------
Cash flows from financing activities
Proceed from share issue 11 23,425 - -
Costs associated with share issued (280) - -
Proceeds from loans - 4,250 9,520
Repayment of loans 10 ( 6,655) (150) (305)
Interest payment of loan (84)
Capital payment of lease liabilities ( 66) (56) (117)
Interest payment of lease liabilities ( 33) (31) (63)
Net cash inflow from financing activities
from continuing operation 16,307 4,013 9,035
------------------------------------------------- ---- --------- --------- ---------
Net cash outflow from financing activities
from discontinued operation - (95) (95)
------------------------------------------------- ---- --------- --------- ---------
Net cash inflow from financing activities 16,307 3,918 8,940
------------------------------------------------- ---- --------- --------- ---------
Net increase in cash and cash equivalents
from continuing operations 16,714 3,546 523
Exchange difference on cash and cash equivalents (1) (9) -
Net increase in cash and cash equivalents
from discontinued operations - 9 9
Cash and cash equivalents at start of perio
d 1,994 1,462 1,462
Cash and cash equivalents at end of period 18,707 5,008 1,994
------------------------------------------------- ---- --------- --------- ---------
Notes
(forming part of the interim financial statements)
1 Basis of preparation
Software Circle plc (Previously known as Grafenia plc) (the
"Company") is a company incorporated and domiciled in the UK.
These financial statements do not include all information
required for full annual financial statements and should be read in
conjunction with the financial statements of the Company as at and
for the year ended 31 March 2023. Those accounts have been reported
on by the Company's auditors and delivered to the Registrar of
Companies. The report of the auditors was: (i) unqualified; (ii)
did not include a reference to any matters to which the auditors
drew attention by way of emphasis without qualifying their report;
and (iii) did not contain a statement under section 498 (2) or (3)
of the Companies Act 2006.
These interim financial statements are prepared on the same
basis as the financial statements for the year ended 31 March 2023,
in which our full set of accounting policies, including critical
judgements and key sources of estimation uncertainty, can be
found.
The Directors review a two-year forecast when approving the
interim financial statements to ensure that adequate cash resources
are in operational existence to support trading for the foreseeable
future.
These condensed consolidated interim financial statements were
approved by the Board of Directors on 24 November 2023.
2 Significant accounting policies
The accounting policies applied by the Company in these
condensed consolidated interim financial statements are the same as
those applied by the Company in its consolidated financial
statements for the year ended 31 March 2023.
3 Segmental information
As discussed in the latest consolidated financial statements for
the year ended 31 March 2023, following the change in strategy of
the Group the format of the segmental reporting has been
updated.
This disclosure correlates with the information which is
presented to the Board, which reviews revenue and EBITDA by
segment. The Group's costs, finance income, tax charges,
non-current liabilities, net assets and capital expenditure are
only reviewed by the Board at a consolidated level and therefore
have not been allocated between segments in the analysis below.
Analysis by location of revenue
UK &
Ireland Europe Other Total
GBP000 GBP000 GBP000 GBP000
Six months ended 30 September
2023 7,981 64 202 8,247
------------------------------- ----------- ----------- ----------- -----------
Six months ended 30 September
2022 5,653 103 83 5,839
------------------------------- ----------- ----------- ----------- -----------
Year ended 31 March 2023 11,845 284 418 12,547
------------------------------- ----------- ----------- ----------- -----------
Revenue generated outside the UK is attributable to partners in
Belgium, France, Ireland, New Zealand, the Netherlands and the USA.
No single customer provided the Group with over 2% of its
revenue.
DISAGGREGATION OF REVENUE AND EBITDA
The disaggregation of revenue from contracts with customers is
as follows:
Graphics
& Professional Discontinued
Year ended 30 September Ecommerce Services Healthcare Property Operation Total
2023 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Licence and subscription
revenue 1,753 634 1,295 756 - 4,438
Product and service
revenue 3,705 82 20 2 - 3,809
--------------------------- ----------- ------------- ----------- --------- ------------- --------
Total Revenue 5,458 716 1,315 758 - 8,247
--------------------------- ----------- ------------- ----------- --------- ------------- --------
Divisional contribution 787 426 400 499 - 2,112
Central Overhead (501)
--------
EBITDA 1,611
--------
Graphics
& Professional Discontinued
Year ended 30 September Ecommerce Services Healthcare Property Operation Total
2022 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Licence and subscription
revenue 1,074 - - - - 1,074
Product and service
revenue 3,895 - - - 870 4,765
--------------------------- ----------- ------------- ----------- --------- ------------- --------
Total Revenue 4,969 - - - 870 5,839
--------------------------- ----------- ------------- ----------- --------- ------------- --------
Divisional contribution 456 - - - 53 509
Central Overhead (509)
--------
EBITDA -
--------
4 Finance expense
Unaudited Unaudited Audited
Half year Half year Full year
2023 2022 2023
GBP000 GBP000 GBP000
Lease interest 33 55 83
Bearer bond interest 744 85 644
Loan interest 19 30 6
Foreign exchange gains / (losses) 10 (53) 13
Unwinding of discount on deferred
consideration 173 - 105
Total finance expense 979 117 851
----------------------------------- ---------- ---------- --------------
Total finance expense attributable
to continuing operation 979 96 830
Total finance expense attributable
to discontinued operation - 21 21
----------------------------------- ---------- ---------- --------------
5 Earnings per share
The calculations of earnings per share are based on the
following profits and numbers of shares:
Unaudited Unaudited Audited
Six months Six months Year ended
to 30 September to 30 September 31 March
2023 2022 2023
GBP000 GBP000 GBP000
Loss for the period from continuing
operations (1,583) (484) (1,408)
Loss for the period from discontinued
operations - (203) (203)
---------------- ---------------- -----------
Total loss after taxation for the
financial year (1,583) (687) (1,611)
Weighted average number of shares
in issue 123,605,283 114,490,828 114,490,828
------------------------------------------- ---------------- ---------------- -----------
Basic earnings per share (1.28)p (0.60)p (1.41)p
------------------------------------------- ---------------- ---------------- -----------
Basic earnings per share from continuing
operation (1.28)p (0.42)p (1.23)p
Basic earnings per share from discontinued
operation - (0.18)p (0.18)p
------------------------------------------- ---------------- ---------------- -----------
Share options had no dilutive effect on the weighted average
number of shares and therefore no diluted earnings per share have
been stated.
6 Intangible assets
Domains Software Development Customer Technology Goodwill Other Total
& brand costs Lists
GBP000 GBP000 GBP000 GBP000 GBP0000 GBP000 GBP000 GBP000
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Cost
Balance at 30
September 2022 363 4,544 5,178 675 - 138 162 11,060
Additions - internally
developed - - 215 - - - - 215
Addition through
subsidiary acquisition - - - 4,517 10,792 497 - 15,806
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Balance at 31
March 2023 363 4,544 5,393 5,192 10,792 635 162 27,081
Additions - internally
developed - - 596 - - - - 596
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Balance at 30
September 2023 363 4,544 5,989 5,192 10,792 635 162 27,677
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Amortisation
and impairment
Balance at 30
September 2022 348 4,418 4,294 623 - 12 132 9,827
Amortisation 1 65 219 120 583 - - 988
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Balance at 31
March 2023 349 4,483 4,513 743 583 12 132 10,815
Amortisation 1 36 223 243 1,140 - 2 1,645
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Balance at 30
September 2023 350 4,519 4,736 986 1,723 12 134 12,460
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
Net book value
At 30 September
2022 15 126 884 52 - 126 30 1,233
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
At 31 March 2023 14 61 880 4,449 10,209 623 30 16,266
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
At 30 September
2023 13 25 1,253 4,206 9,069 623 28 15,217
------------------------ -------- -------- ----------- -------- ---------- -------- ------ --------
7 Deferred consideration receivable
Unaudited Unaudited Audited
Half year Half year Full year
2023 2022 2023
GBP000 GBP000 GBP000
Receivable within one year 350 618 1,698
Receivable after one year - 1,804 -
Total deferred consideration
receivable 350 2,422 1,698
------------------------------ ---------- ---------- ----------------
Consideration is receivable from Rymack Sign Solutions Limited
following the sale of Works Manchester Limited on 31 May 2022. The
total outstanding consideration is GBP2,809,973. The carrying value
of GBP350,000 is net of a further impairment of GBP1,419,000. An
initial impairment of GBP805,000 was initially recognised in the
financial statements for the year ended 31 March 2023 as a result
of a missed instalment on 31 May 2023. Despite ongoing discussions,
in the absence of a resolution to date, confidence in receiving
payment in full has been further reduced.
8 Trade and other receivables
Unaudited Unaudited Audited
Half year Half year Full year
2023 GBP000 2022 GBP000 2023
GBP000
Trade receivables 2,970 2,181 2,799
Less provision for trade receivables (1,103) (1,031) (1,153)
-------------------------------------- ------------ ------------ ----------
Trade receivables net 1,867 1,150 1,646
-------------------------------------- ------------ ------------ ----------
Total financial assets other than
cash and cash equivalents classified
at amortised cost 1,867 1,150 1,646
-------------------------------------- ------------ ------------ ----------
Corporation tax 193 72 155
Other receivables 260 107 336
-------------------------------------- ------------ ------------ ----------
Total Other receivables 453 179 491
-------------------------------------- ------------ ------------ ----------
Total trade and other receivables 2,320 1,329 2,137
-------------------------------------- ------------ ------------ ----------
9 Trade and other payables
Unaudited Unaudited Audited
Half year Half year Full year
Current liabilities 2023 GBP000 2022 GBP000 2023
GBP000
Trade payables 443 686 700
Accruals 320 183 428
Other liabilities 842 143 689
--------------------------------------- ------------ ------------ ----------
Total financial liabilities, excluding
'non-current' loans and borrowings
classified as financial liabilities
measured at amortised cost 1,605 1,012 1,817
Deferred Income 223 - 186
--------------------------------------- ------------ ------------ ----------
Total trade and other payables 1,828 1,012 2,003
--------------------------------------- ------------ ------------ ----------
10 Borrowings
Unaudited Unaudited Audited
Half year Half year Full year
Current liabilities 2023 2022 2023
GBP000 GBP000 GBP000
Lease liabilities 138 116 120
Loans 315 270 279
Deferred and contingent consideration 3,794 - 3,480
4,247 386 3,879
-------------------------------------- ---------- ---------- -----------------
Non-current liabilities
Lease liabilities 867 830 951
Loans 177 465 324
Bearer bonds 5,894 6,605 12,381
Deferred and contingent consideration 860 - 1,181
--------------------------------------- ---------- ---------- -----------------
7,798 7,900 14,837
-------------------------------------- ---------- ---------- -----------------
On 26 September 2023 the Company repurchased Bearer Bonds with a
nominal value of GBP7.50m for GBP6.53m plus accrued interest of
GBP0.08m. The carrying value at the date of repurchase was
GBP7.23m, resulting in a value adjustment on bond settlement of
GBP0.62m.
11 Share capital and share premium
Number of Share Capital Share premium
shares GBP000 GBP000
Opening balance 1 October
2022 114,490,828 1,145 7,866
Share issue in the period - - -
-------------------------- ------------ ------------- -------------
Balance on 31 March 2023 114,490,828 1,145 7,866
Share issue in the period 275,592,478 2,756 20,669
Transaction costs arising
on share issue - - (280)
Balance on 30 September
2023 390,083,306 3,901 28,255
--------------------------- ------------ ------------- -------------
The company issued 154,705,874 shares on 20 September 2023 and
120,886,604 on 29 September 2023 with a nominal value of GBP0.01
each at an issue price of GBP0.085, raising a total of GBP23.15m
after issue costs of GBP0.28m.
12 Dividend
The Directors are not declaring an Interim Dividend (2022:
Nil).
13 Related Party Transactions
On 29 August 2023 the Company announced a fundraising to raise a
total of up to approximately GBP27.9 million (before expenses),
comprising a conditional placing and subscription, supported by new
and existing investors, and a conditional open offer to qualifying
shareholders at 8.5p per share.
As announced on 29 August 2023 Investmentaktiengesellschaft für
Langfristige Investoren TGV and Value Focus Beteilgungs GmbH,
substantial shareholders in the Company, subscribed for 79,411,764
ordinary shares and 76,470,588 ordinary shares respectively, which
constitute related party transactions under the AIM Rules. Matthias
Riechert, a director of the Company, subscribed for 2,352,940
ordinary shares. Chapters Group AG, a company in which Jan-Hendrik
Mohr, Chairman of Software Circle plc, acts as CEO, subscribed for
23,529,410 ordinary shares.
On 29 September 2023, the following directors purchased shares
in the Company at a price of 8.5p each as part of the open offer to
existing shareholders:
Number of
shares
Gavin Cockerill 46,259
Richard Lightfoot 467,646
Simon Barrell 42,678
Conrad Bona 1,294,118
On 26 September 2023 the Company repurchased Bearer Bonds with
nominal value of GBP2,300,000 from Chapters Group AG for
GBP2,001,000 plus accrued interest of GBP25,639. The terms for
repurchase offered were equal to those offered to all other bond
holders.
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END
IR FLFELLDLEFIV
(END) Dow Jones Newswires
November 27, 2023 02:00 ET (07:00 GMT)
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