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REG - Directa Plus PLC - Half-year Report

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RNS Number : 5211F  Directa Plus PLC  25 September 2024

25 September 2024

 

 

Directa Plus plc

("Directa Plus" or the "Company" or, together with its subsidiaries, the
"Group")

 

Half Year Report for the Period Ended 30 June 2024

 

Directa Plus (AIM: DCTA), a leading producer and supplier of graphene-based
products for use in consumer and industrial markets, announces its half year
results for the six months ended 30 June 2024.

 

Financial highlights

 ·         Revenue €3.39m (H1 2023: €4.59m), decreased mainly due to delayed
           commencement of some large contracts and strategic refocusing on higher value
           contracts
 ·         Total income €3.45m (H1 2023: €4.73m)
 ·         Contribution margin* improved to 52% (H1 2023 44%), with measures in place to
           further improve
 ·         EBITDA loss** €1.81m (H1 2023: €1.25m)
 ·         Loss before tax €2.48m (H1 2023: €1.91m)
 ·         Cash at period end €0.93m (FY23: €2.39m), prior to the proceeds from the
           recent capital raise received in early July 2024. Cash at end August 2024:
           €6.06 million
 ·         Completed £6.9m capital raise in June 2024, supporting the acquisition of the
           minority interests in Setcar and financial resources to fund growth, invest in
           line with strategic plan and accelerate the path to profitability

 

* Contribution margin is a managerial metric calculated as (Revenue - Direct
variable costs) / Revenue

**EBITDA loss represents results from operating activities before tax,
interest, depreciation and amortisation.

 

Target markets progress

Environmental remediation: 81% of period revenue (H1 2023: 71%)

 ·         In May 2024, increased holding in Setcar subsidiary to 99.95% through the
           acquisition of a further 49% to capitalise on future opportunities and to
           maximise returns for shareholders
 ·         Planned restructuring of Setcar underway, targeting the optimisation of the
           operations, significant cost savings and a focus on higher margin contracts
 ·         Continued confidence in converting a strong pipeline of opportunities in
           Environmental Remediation services despite delays in the tender processes
 ·         Contract with Liberty Galati started at an initially slower pace than
           expected, but continued to work to optimise the technical solution

 

Textiles: 19% of period revenue (H1 2023: 29%)

 ·         Slow start in the year due to temporarily reduced sales from a major workwear
           customer
 ·         Consumer spending has slowed in the current cost-conscious climate, impacting
           the European textile market in the first half of FY24, affecting sales in the
           period
 ·         Strategic repositioning to serve growing interest in high-tech electronic
           applications whilst protecting existing customer base

 

Other

 ·         Large IP portfolio for a wide range of applications, with a clear focus on
           converting opportunities with more immediate commercial returns
 ·         Gipave® installed at the Imola Circuit for Emilia-Romagna Grand Prix in May
           2024 as part of the Formula 1 World Championship and chosen for an extensive
           resurfacing operation in Rome ahead of the 2025 Jubilee
 ·         Substantial opportunities for applications in graphene enhanced composites for
           the electronics industry
 ·         Focus on customer led R&D to fully fund ongoing activities

 

Giulio Cesareo, Founder & CEO of Directa Plus, said: "We are experiencing
shorter term headwinds, together with an extended timeline for the award of a
substantial tender for Setcar, such that we now expect the Group's revenues in
FY2024 will be materially below market expectations*. Nevertheless, we believe
we are in a strong position to convert new material contracts from our growing
pipeline of opportunities, including for Setcar, and benefit from a robust
financial platform.

 

In line with our strategic aim of strengthening our commercial capabilities to
drive growth, we are also focused on further reducing direct production costs
and restructuring Setcar to achieve short term returns, with the aim of
exiting FY2025 at a breakeven EBITDA run rate."

 

*In so far as the Board is aware, prior to this announcement, consensus market
expectations for FY24 were for revenue of c. €17m, adjusted LBITDA of c.
€1m.

 

 

For further information please visit http://www.directa-plus.com/
(http://www.directa-plus.com/) or contact:

 

 Directa Plus plc                                                        +39 02 36714458
 Giulio Cesareo, CEO
 Giorgio Bonfanti, CFO

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)  +44 131 220 6939
 Neil McDonald

 Adam Rae

 Singer Capital Markets (Joint Broker)                                   +44 20 7496 3069
 Rick Thompson

 Phil Davies

 Alma Strategic Communications (Financial PR and Adviser)                +44 20 3405 0205
 Justin James                                                            directaplus@almastrategic.com

 Hannah Campbell

 Kinvara Verdon

 

About Directa Plus

Directa Plus (www.directa-plus.com) is one of the largest producers and
suppliers of graphene-based products for use in consumer and industrial
markets. The Company's graphene manufacturing capability uses proprietary
patented technology based on a plasma super expansion process. Starting from
natural graphite, each step of Directa Plus' production process - expansion,
exfoliation and drying - creates graphene-based materials and hybrid graphene
materials ready for a variety of uses and available in various forms such as
powder, liquid and paste.

 

This proprietary production process uses a physical process, rather than a
chemical process, to process graphite into pristine graphene nanoplatelets,
which enables Directa Plus to offer a sustainable, non-toxic product, without
unwanted by-products. Directa Plus' products are made of hybrid graphene
materials and graphene nano-platelets. The products (marketed as G+®) have
multiple applications due to its properties. These G+® products can be
categorised into various families, with different products being suitable for
specific practical applications.

 

Directa Plus was established in 2005 and is based in Lomazzo (Como, Italy) and
has been listed on the AIM market of the London Stock Exchange since May
2016. The Company holds the Green Economy Mark from London Stock Exchange
which recognises companies that contribute to the global green economy.

 

 

Chief Executive Officer's statement

 

The Group made steady progress in the first half of the financial year laying
the foundations for future growth. Notably, the Group completed the £6.9m
capital raise in June 2024, which supported the acquisition of the Group's
increased stake in Setcar to 99.5%, where we are seeing an increase in
opportunities, and which will also enable the Group to make specific
investments in new commercial and technical capabilities and to deliver on the
large pipeline of opportunities ahead, providing confidence in our ability to
deliver substantial returns to shareholders. We believe that we remain in a
strong position to convert significant open opportunities into orders.

 

Following the acquisition of a further 49% in Setcar, we immediately
identified areas to improve performance as we see great potential and are
actively involved in restructuring the subsidiary to provide the necessary
framework and resources to deliver growth and to materially improve
profitability. This includes enhancing its organisational structure,
optimising operations, and ensuring the availability of funds to support
upcoming contracts.

 

To further drive expansion, we will invest part of the funds from the recent
raise in strengthening our commercial and technical capabilities, which will
enable us to access new markets and seize emerging opportunities.

 

In parallel, we are committed to further reducing direct production costs and
increase margins. We are implementing new equipment in our production line
that allows for the substitution of argon gas with nitrogen. This change is
expected to yield material cost efficiencies and environmental benefits in
terms of sustainability due to the exploitation of a highly common energy
source generated internally. We expect to gain margin and, in certain areas,
align the selling price of our products more competitively and facilitate
entry into high-volume markets.

 

Simultaneously, we are working to reduce our cost base, and we have identified
potential overhead efficiencies amounting to more than €0.5 million
annually, which will be fully in place from 2025 onwards without compromising
our operations.

 

We remain focused on executing all four pillars of our strategy - Process,
Product, Time to Market and Partnerships - in the key verticals, to ensure we
can deliver the best quality graphene at the best possible price in the most
sustainable way, whilst supporting the industrialisation of existing and new
vertical applications.

 

Looking ahead, whilst we have been prudent on FY24, highlighting the
anticipated impact on revenue for the full year as a result of the continued
delay in tender processes, the Group's short-term priorities remain focused on
reducing cash consumption and enhancing profitability. We continue to work on
the conversion of the large pipeline of opportunities ahead and to achieve a
breakeven EBITDA run rate during our next financial year.

 

Financial performance

 

For H1 FY24, Directa Plus delivered revenues of €3.39m, of which c. €2.74m
(81%) from Environmental remediation services and c. €0.65m (19%) from
Textiles.

 

Revenue in the period is lower than the prior comparable period (€4.59m) as
a result of the delayed commencement of some large contracts, but also our
strategic focus on delivering higher margins, value added services, cessation
of low margin contracts and laying the foundations for future growth. This
action has already resulted in an improvement of the Group's contribution
margin 1  (#_ftn1) which in the period increased to 52% (44% in H1 2023).

 

The higher contribution margin partially offset the reduction in revenue in
the period, which led to a LBITDA of €1.81m (€1.25 in H1 2023) and a loss
for the period of €2.48m (€1.91m in H1 2023).

 

The £6.9 million gross fundraise approved by Shareholders at the end of June
supported the acquisition of the minority interests in Setcar and ensured that
the Group has the financial resources to fund its growth, invest in line with
its strategic plan and accelerate its path to profitability.

 

We are continuing to take steps to improve revenue quality, increase sales,
rationalise the cost base and enhance our performance in the second half of
the year and beyond.

 

(1)Contribution Margin is a managerial metric calculated as (Revenue - Direct
variable costs) / Revenue

 

Increased stake in Setcar to drive growth

 

Part of the fundraise supported the €1.5m acquisition of an additional 49%
in Setcar (to 99.95%), the Group's environmental subsidiary, and to invest in
select capital equipment and personnel to accelerate the adoption of our
proven nanomaterial-based solutions and products. To complete the final
payment for the acquisition of our stake in Setcar, Directa Plus had
previously entered into a short term €1 million loan agreement with Nant
Capital LLC, which was repaid immediately following the capital raise, and the
Board would like to thank its shareholder for its ongoing support.

 

The opportunity to acquire a larger stake in Setcar, alongside its growing
pipeline of opportunities, was compelling to us. Whilst this impacts
profitability in the shorter term, it gives the Group full control to drive
efficiencies in Setcar and to create a better platform to expand the
Environmental business internationally, which we believe is in the best
interests of our shareholders.

 

As detailed above, we are in the process of restructuring Setcar to focus on
high value contracts and on the business of Grafysorber based products and
services, and will invest in both equipment and people to support
international expansion. Investment in equipment will enable the Group to
accelerate the delivery of new products and remediation services using
Grafysorber. We have also identified areas where we will strengthen the team
with key personnel and professional support to deliver the higher value
contracts and expand sales of Grafysorber.

 

Review of Operations

Environmental (81% of revenue)

 

The Environmental division continues to be the biggest source of Group's
revenue and in recent years we have secured some significant new contracts
globally thanks to our well-proven and unique Grafysorber® technology. It is
a hybrid graphene-based solution for treating water sludges and emulsions
containing hydrocarbons and is at least five times more effective than current
technologies - absorbing more than 100 times its own weight of oil-based
pollutants which may then be recovered.

 

The Group's environmental remediation activities are principally carried out
through Setcar, which has great market potential where we see an exciting
opportunity to take further control of the environmental supply chain and
capture maximum value from the commercial offering made possible by our
Grafysorber® technology. Through integration with Setcar, Grafysorber® has
been developed over the past few years, resulting in the opportunity to secure
larger contracts where we have identified multiple market opportunities and
international expansion for this division. We have a substantial and growing
pipeline of opportunities and we have open discussions with potential clients
in Europe, Asia, Middle East and US that - at different stages - are looking
with interest to our technology and could generate significant value for the
Group.

 

During the period, Setcar renewed its contract with FORD Otosan, an automotive
business in Romania owned by Ford Motor Company, for the fifth time, to
deliver Total Waste Management Services (TWM) for a total contract value of
€1.9m. Since the first contract was signed with FORD Otosan in 2020, the
annual contract value has now increased by a total of c. 46%.

 

The contract with Liberty Galati, to provide a solution for the treatment of
oily mills scale produced in the manufacturing of steel, has started albeit at
an initially slower pace than expected, but in the period we have continued to
work to optimise our technical solution and are preparing to fulfil the
services at the proper speed and quality.

 

As detailed above, in parallel, we are further improving the competitiveness
of our Grafysorber® solutions through specific investments in our production
line, substituting argon gas with nitrogen as the main energy source that will
reduce direct productions costs and deliver enhanced absorption.

 

Textiles (19% of revenue)

 

Consumer spending has slowed in the current cost-conscious climate, impacting
the European textile market in the first half of FY24. In parallel, we also
experienced a temporary slowdown in sales to a major workwear client that we
expect to be recovered in the near future. As a result, our textiles vertical
experienced a slowdown in revenues during this period. However, we have
continued to develop opportunities in defence and workwear applications, where
we see great potential, and to deepen our presence in the luxury textile
market where we still see strong demand and interest from well-known brands in
the development of innovative, technical new products to add to their
collections.

 

Notwithstanding this, we remain confident in our ability to continue to evolve
the business internationally, not only in Europe but also in the US and UK.
This is demonstrated by our collaboration with Heathcoat Fabrics, a revered
leader in the design and manufacture of advanced knitted and woven fabrics, in
the UK announced in March 2024. Heathcoat Fabrics will integrate Directa
Plus' G+® Planar Thermal Circuit technology into its portfolio to provide
excellent thermal dissipation properties, helping to control and regulate the
user's body temperature (test results have demonstrated up to >60%
improvements in heat dissipation).

 

Whilst protecting our existing customer base, we are increasing our strategic
focus within textiles to serve growing interest in high technology electronic
applications, where the thermal conductivity and antimicrobial properties of
our G+® graphene are well appreciated.

 

Additional industrial verticals

 

We are currently prioritising our efforts in the industrial verticals where we
anticipate returns in the nearer term. We have developed a number of solutions
that are ready to be sold on the market, such Gipave® for asphalts.

 

The asphalt applications of Directa Plus's G+ graphene technology have great
potential, and the product developed with Iterchimica, GiPave® provides
exceptional results in terms of increased durability and a reduced carbon
footprint. During the period we made further steps forward with GiPave® and
were proud to announce the installation of GiPave® at the Imola Circuit for
Emilia-Romagna Grand Prix in May 2024 as part of the Formula 1 World
Championship, making it the first circuit to feature green, sustainable and
high-tech asphalt utilising graphene and recycled plastics. The Group also
achieved further important recognition in May as GiPave® was chosen for an
extensive resurfacing operation in Rome, ahead of the 2025 Jubilee. By
integrating our advanced materials into real-world applications, we are paving
the way towards more sustainable infrastructure solutions globally.

 

In parallel, all R&D activities are now paid for by our partners in order
to fully fund ongoing activities. We are active and exploring a range of
collaborations across additional industrial verticals, including some open
collaborations and joint developments in the electronics sector.

 

Intellectual Property

 

As at August 2024, the Group's patent portfolio comprised 106 patents granted
and 33 pending, grouped into 22 patent families. This has increased from 86
patents granted and 39 pending, in December 2023. The Board sees significant
value in this portfolio, which covers a wide range of processes and
applications. Discussions on licensing contracts are ongoing with potential
for further patent applications and awards in 2024.

 

Outlook

 

The extended timeline for the award of a substantial tender in Romania being
sought by Setcar is, alongside the impact of some shorter-term delays to
on-going business, expected to adversely impact the Group's financial
performance in FY2024. As a result, the Group's revenues in FY2024 are now
anticipated to be approximately €7 million, materially below current market
expectations which had, in particular, assumed an earlier tender award.

 

Despite these shorter-term impacts, we are seeing increasing traction in
graphene technology and its applications globally and I am confident we have
the right strategy and team in place to capture this growing market demand.
Bolstered by the successful capital raise in the half, with a more efficient
organisational structure, we are well positioned to make specific investments
in new commercial and technical capabilities and to deliver on the large
pipeline of opportunities, in particular in Romania where the Board remains
confident that the tender will be finalised in the coming months.

 

 

Giulio Cesareo
Chief Executive Officer

24 September 2024

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2024

 

                                                                                       Unaudited                       Unaudited                        Audited
      In Euro                                                                          30-Jun-24                       30-Jun-23                        31-Dec-23
      Continuing operations
      Revenue                                                                          3,390,904                       4,591,757                        10,530,395
      Other income                                                                     56,077                          134,188                          332,963
      Changes in inventories of finished goods and WIP                                 112,803                         80,604                           (247,961)
      Raw materials and consumables used                                               (1,450,358)                     (2,247,739)                      (5,350,490)
      Employee benefits expenses                                                       (2,329,530)                     (2,236,100)                      (4,444,577)
      Depreciation and amortisation                                                    (590,390)                       (624,757)                        (1,270,193)
      Other expenses                                                                   (1,594,718)                     (1,572,167)                      (3,734,813)
      Results from operating activities                                                (2,405,212)                     (1,874,214)                      (4,184,676)

      Finance income                                                                   24,843                                       52,901              72,270
      Finance expenses                                                                 (94,704)                        (86,860)                         (194,660)
      Net finance costs                                                                (69,861)                        (33,959)                         (122,390)

      Loss before tax                                                                  (2,475,073)                     (1,908,173)                      (4,307,066)
      Tax (expense)/income                                                             -                               4,969                            31,718
      Loss after tax from continuing operations                                        (2,475,073)                     (1,903,204)                      (4,275,348)
      Loss of the period                                                               (2,475,073)                     (1,903,204)                      (4,275,348)
      Other Comprehensive income items that will not be reclassified to profit or

    loss

      Defined Benefit Plan re-measurement gains and losses                             16,700                          (834)                            (10,769)
      Other comprehensive expense for the period (no tax impact)                       (16,700)                        (834)                            (10,769)
      Total comprehensive expense for the period                                       (2,458,373)                     (1,904,038)                      (4,286,117)

      Loss attributable to
      Owner of the Parent                                                                   (2,473,897)                     (1,851,444)                 (3,856,103)
      Non-controlling interests                                                                    (1,176)                       (51,760)               (419,245)
                                                                                       (2,475,073)                     (1,903,204)                      (4,275,348)

      Total comprehensive expense attributable to:
      Owners of the Company                                                            (2,457,197)                     (1,852,278)                      (3,866,872)
      Non-controlling interests                                                        (1,176)                         (51,760)                         (419,245)
                                                                                       (2,458,373)                     (1,904,038)                      (4,286,117)
      Loss per share
      Basic loss per share                                                         2   (0.04)                          (0.03)                           (0.06)
      Diluted loss per share                                                       2   (0.04)                          (0.03)                           (0.06)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2024

 

                                           Unaudited     Unaudited     Audited
   In Euro                                 30-Jun-24     30-Jun-23     31-Dec-23
   Assets
   Intangible assets                       1,343,561     1,556,023     1,436,684
   Investments                             -             -             -
   Property, plant and equipment           2,971,801     3,445,149     3,290,809
   Other receivables                       161,303       69,352        162,923
   Non-current assets                      4,476,665     5,070,524     4,890,416
   Inventories                             1,033,496     1,437,610     881,450
   Trade and other receivables             5,767,883     3,438,591     4,396,748
   Cash and cash equivalent                927,417       4,241,161     2,393,303
   Current assets                          7,728,796     9,117,362     7,671,501
   Total assets                            12,205,461    14,187,886    12,561,917

   Equity
   Share capital                           249,613       205,469       205,469
   Share premium                           42,083,313    39,181,789    39,181,789
   Foreign Currency Translation Reserve    (39,911)      (45,151)      (44,902)
   Retained Earnings                       (36,879,266)  (31,893,194)  (33,882,143)
   Equity attributable to owners of Group  5,413,749     7,448,913     5,460,213
   Non-controlling interests               83,162        1,490,674     1,121,911
   Total equity                            5,496,911     8,939,587     6,582,124

   Liabilities
   Loans and borrowings                    1,145,067     1,894,125     1,528,108
   Lease liabilities                       127,877       237,240       183,056
   Employee benefits provision             236,137       389,702       357,520
   Other payables                          63,982        64,158        64,014
   Deferred tax liabilities                -             28,050        -
   Non-current liabilities                 1,573,063     2,613,275     2,132,698
   Loans and borrowings                    1,764,111     418,875       742,904
   Lease liabilities                       137,322       265,506       206,509
   Trade and other payables                3,218,801     1,950,643     2,856,835
   Provision                               15,253        -             40,847
   Current liabilities                     5,135,487     2,635,024     3,847,095
   Total liabilities                       6,708,550     5,248,299     5,979,793
   Total equity and liabilities            12,205,461    14,187,886    12,561,917

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2024

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 In Euro                                              Share Capital                    Share Premium     Foreign currency translation reserve      Accumulated deficit                                                 Total        Non-controlling interests  Total Equity

 Balance at 31 December 2022                          205,469                          31,181,789        (39,161)                                  (30,069,844)                                                        9,278,253    1,546,887                  10,825,140
 Total comprehensive (expense)/income for the period
 Loss of the Period                                   -                                -                 -                                         (1,851,444)                                                         (1,851,444)  (51,760)                   (1,903,204)
 Total other comprehensive expense                    -                                -                 -                                         (834)                                                               (834)        -                          (834)
 Total comprehensive expense for the period           -                                -                 -                                         (1,852,278)                                                         (1,852,278)  (51,760)                   (1,904,038)
 Translation reserve                                  -                                -                 (5,990)                                   -                                                                   (5,990)      (4,453)                    (10,443)
 Share-based payment                                  -                                -                 -                                         28,928                                                              28,928       -                          28,928
 Balance at 30 June 2023                              205,469                          31,181,789        (45,151)                                  (31,893,194)                                                        7,448,913    1,490,674                  8,939,587
 Total comprehensive expense for the period
 Loss of the Period                                   -                                -                 -                                         (2,004,659)                                                         (2,004,659)  (367,485)                  (2,372,144)
 Total other comprehensive expense                    -                                -                 -                                         (9,935)                                                             (9,935)      -                          (9,935)
 Total comprehensive expense for the period           -                                -                 -                                         (2,014,594)                                                         (2,014,594)  (367,485)                  (2,382,079)
 Translation reserve                                  -                                -                 249                                       -                                                                   249          (1,278)                    (1,029)
 Share-based payment                                  -                                -                 -                                         25,645                                                              25,645       -                          25,645
 Balance at 31 December 2023                          205,469                          39,181,789        (44,902)                                  (33,882,143)                                                        5,460,213    1,121,911                  6,582,124
 Total comprehensive expense for the period
 Loss of the Period                                   -                                -                 -                                         (2,473,897)                                                         (2,473,897)  (1,176)                    (2,475,073)
 Total other comprehensive expense                    -                                -                 -                                         16,700                                                              16,700       -                          16,700
 Total comprehensive expense for the period           -                                -                 -                                         (2,457,197)                                                         (2,457,197)  (1,176)                    (2,458,373)
 Capital raised                                       44,144                           3,134,249         -                                                                          -                                  3,178,393    -                          3,178,393
 Expenses related the issuance of shares                                               (232,725)         -                                         -                                                                   (232,725)    -                          (232,725)
 Acquisition of 48,95% in Setcar                      -                                -                 -                                         (463,185)                                                           (463,185)    (1,037,573)                (1,500,758)
 Translation reserve                                  -                                -                 4,991                                     -                                                                   4,991        -                          4,991
 Share-based payment                                  -                                -                 -                                         (76,741)                                                            (76,741)     -                          (76,741)
 Balance at 30 June 2024                              249,613                          42,083,313        (39,911)                                  (36,879,266)                                                        5,413,749    83,162                     5,496,911

CONSOLIDATED STATEMENT OF CASH FLOW

For the six months ended 30 June 2024

 

                                                       (Unaudited)  (Unaudited)  Audited
  In Euro                                              30 Jun 2024  30 Jun 2023  31 Dec 2023
 Cash flows from operating activities
 Loss for the period before tax                        (2,475,073)  (1,908,173)  (4,307,066)
 Adjustments for:
 Depreciation                                          374,796      407,484      817,611
 Amortisation of intangible assets                     215,594      217,273      452,582
 Disposal loss on tangible assets                      -            27,889       24,014
 Share-based payment expense                           (76,741)     28,928       54,573
 Finance income                                        (24,843)     (52,901)     (72,270)
 Finance expense                                       90,425       81,273       175,350
 Interest of lease liabilities                         4,279        5,587        19,310
                                                       (1,891,563)  (1,192,640)  (2,835,896)
 (Increase)/decrease in:
 -  inventories                                        (152,046)    (315,698)    240,461
 -  trade and other receivables, prepayments           1,808,878    677,623      (374,105)
 -  trade and other payables                           124,963      (178,957)    712,208
 -  provisions and employee benefits                   (110,955)    (175,170)    (224,170)
 - Other provision                                     (25,594)     (190,997)    (150,150)
 Net cash used in operating activities                 (246,317)    (1,375,839)  (2,631,652)
 Cash flows from investing activities
 Interest received                                     5,712        10,698       46,108
 Acquisition of 48.95% Setcar                          (1,500,759)  -            -
 Investment in intangible assets                       (122,470)    (97,569)     (213,538)
 Acquisition of property, plant and equipment          (55,789)     (19,370)     (271,281)
 Net cash used in investing activities                 (1,673,306)  (106,241)    (438,711)
 Cash flows from financing activities
 Interest paid                                         (84,186)     (71,886)     (159,225)
 New borrowings                                        1,000,000    670,155      945,278
 Repayment of borrowings                               (361,834)    (502,973)    (820,084)
 Repayment of lease liabilities                        (124,366)    (131,582)    (244,762)
 Net cash (used in)/ from financing activities         429,614      (36,286)     (278,793)
 Net (decrease) in cash and cash equivalent            (1,490,009)  (1,518,366)  (3,349,156)
 Exchange (losses)/gains on cash and cash equivalent   24,122       31,759       14,691
 Cash and cash equivalents at beginning of the period  2,393,303    5,727,768    5,727,768
 Cash and cash equivalents at end of the period        927,416      4,241,161    2,393,303

 

 

 

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the 6 months ended 30 June 2024

 

1. Basis of preparation

(a) Statement of compliance

The financial information contained in this announcement does not constitute
statutory financial statements within the meaning of Section 435 of the
Companies Act 2006.

 

The financial information for the six months ended 30 June 2024 is unaudited.
In the opinion of the Directors, the financial information for the period
fairly represents the financial position of the Group. Results of operations
and cash flows for the period are in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006. The
accounting policies, estimates and judgements applied are consistent with
those disclosed in the Group's statutory financial statements for the year
ended 31 December 2023. The interim condensed consolidated financial
statements do not include all the information and disclosures required in the
annual financial statements and should be read in conjunction with the full
annual report for the year ended 31 December 2023.

 

All financial information is presented in Euro, unless otherwise disclosed.

 

The Directors of the Company approved the financial information included in
these Interim condensed consolidated financial statements on 24 September
2024.

 

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis
unless otherwise stated.

 

(c) Functional and presentation currency

These financial statements are presented in Euro ('€') and is considered by
the Directors to be the most appropriate presentation currency to assist the
users of the financial statements. The functional currency of the Company and
Italian operating subsidiary is Euro ('€'). The functional currency of the
Romanian subsidiary is RON.

 

(d) Going concern

The Group meets its working capital requirements through the receipt of
revenues from the provision of its services and sale of products mainly in
Europe, the management of capital and operating expenditure, the working
capital and other borrowing facilities available to it and from the issue of
equity capital.

 

The conflict in Ukraine and Middle East, high inflation and increased interest
rates by the Central Banks have been an additional cause of uncertainty over
the macro-economic outlook, affecting both the political and business
environments. These events have had a significant impact on global economies
and markets, and on the operations and operational funding of companies
experiencing widespread inflationary cost pressures and supply chain
disruption.

 

The Directors believe that the Group has the systems and protocols in place to
address the challenges, however at the date of release of these interim
results it is not clear how long the current circumstances are likely to last
and what the long-term impact will be.

 

As of 30 June 2024, the Group had net assets of €5.50m (31 December 2023:
€6.58m) and cash and cash equivalent of €0.93m (31 December 2023:
€2.39m). On 11 June 2024 the Group announced the launch of a fundraise of
£6.9 million, by way of a placing and subscription, to fund the acquisition
of the minority interests of its subsidiary Setcar and to sustain the expected
high growth of the business. The capital raise was effective after the
shareholders' approval at a General Meeting held on 27 June 2024. The
additional funds from the capital raise have been received by the Company
during the first days of July, therefore the cash and cash equivalents shown
in the balance sheet as of June 2024 still do not reflect the new funds.

The Directors prepared a cash flow forecast for the Group and the Parent
Company for the period to December 2025 to assess if there is sufficient
liquidity in place to support the plan and strategy for the future development
of the Group. This forecast showed that the Group and the Parent Company will
have sufficient financial headroom for the entire forecast period if
reasonably plausible downside scenario do not occur.

 

In addition, the Directors, in formulating the plan and strategy for the
future development of the business, considered reasonably plausible downside
scenarios including reductions in forecast revenues and gross margin. Under
those stressed scenarios, that assume material reductions in margins compared
to current trading over the next 18 months, the Group could exhaust its cash
resources before December 2025, and therefore be required to raise additional
funding which is not guaranteed.

 

These events or conditions indicate that a material uncertainty exists that
may cast significant doubt on the Group and Parent Company's ability to
continue as going concern and therefore, the Group and the Parent Company may
be unable to realise their assets or discharge their liabilities in the normal
course of business. The Directors review regularly updates to the scenario
planning such that it can put in place mitigating actions and maintain the
viability of the company and will keep stakeholders informed as necessary.

 

The Directors have concluded that it is appropriate to adopt the going concern
basis of accounting in the preparation of the financial statements. The
financial statements have therefore been prepared on the going concern basis.

 

2. Share capital and share premium

 

                                                          Number of shares  Share capital (€)    Share premium (€)
 At 31 December 2023                                       66,057,649        205,469              39,181,789
 Shares issued on 28 June 2024                             14,954,048        44,144               3,134,249
 Expenses related the issuance of shares on 28 June 2024

                                                          -                 -                    (232,725)
 At 30 June 2024                                           81,011,697        249,613              42,083,313
 Shares issued on 1 July 2024                              23,407,058        69,004               4,899,284

 

On 27 June 2024 the Shareholders' General Meeting of Directa Plus plc approved
the issuance of a total of nr. 38,361,106 new shares at a price of £0.18 per
share. The capital raise was split into two tranches:

-      Nr. 14,954,048 new shares were issued on 28 June 2024, for total
gross proceeds of € 3,178,393, and

-      Nr. 23,407,058 new shares were issued on 1 July 2024, for total
gross proceeds of additional € 4,968,289

 

In total, the capital raise generated gross proceeds of €8,146,682, which
were fully received by the Company after the reporting period, in July 2024.
Consequently, the financial statements as of June 2024 reflect only the
issuance of the first tranche of shares on 28 June 2024, and the cash position
does not include any of the proceeds as they had not yet been collected at
that time.

 

3. Earnings Per Share

The earnings per share have been calculated using the weighted average of
ordinary shares. The Company was loss making for all periods presented.
Therefore, the dilutive effect of share options has not been taken account of
in the calculation of diluted earnings per share, since this would decrease
the loss per share for each of the period reported.

 

                       Change in number of ordinary shares  Total number of ordinary shares  Days  Weighted number of ordinary shares
 -At 31 December 2021  4,857,539                            66,032,126                       365   61,380,599
 -At 31 December 2022  25,523                               66,057,649                       365   66,053,593
 -At 31 December 2023  -                                    66,057,648                       365   66,057,649
 At 30 June 2024       14,954,048                           81,011,697                       182   66,304,144

 

 Earnings per share
                                     30 Jun 2024  30 Jun 2023  31 Dec 2023
 Loss for the year                   (2,473,897)  (1,851,444)  (3,856,103)
 Weighted average number of shares:
 -      Basic                        66,304,144   66,057,649   66,057,649
 -      Diluted                      67,332,327   67,473,141   67,052,006
 Loss per share
 -      Basic                        (0.04)       (0.03)       (0.06)
 -      Diluted                      (0.04)       (0.03)       (0.06)

 

 

 

 

 

-ends-

 

 

 

 

(#_ftnref1)

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