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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