REG - Glantus Holdings PLC - Interim Results
29/09/2023 14:45
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RNS Number : 2233O Glantus Holdings PLC 29 September 2023
29 September 2023
Glantus Holdings plc
("Glantus" or the "Company" or the "Group")
Interim Results
Glantus (AIM: GLAN), a leading provider of software as a service ("SaaS")
solutions delivering automation and analytics to the Accounts Payable ("AP")
function is pleased to announce its interim results for the six months to 30
June 2023 ("H1 2023").
Acquisition of Glantus by Basware Oy
On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board of directors
of Glantus Holdings plc ("Glantus" or the "Company") announced that they had
reached agreement on the terms of a recommended all cash offer by Bidco, which
has been unanimously recommended by the Glantus Board and pursuant to which
Bidco, a newly incorporated private limited company wholly-owned by Basware Oy
("Basware"), will acquire the entire issued and to be issued share capital of
Glantus (the "Acquisition"). It is intended that the Acquisition will be
implemented by means of a High Court sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Act (the "Scheme").
The full timetable of principal events for the Acquisition is currently as set
out as per the Company's Notice of Court Hearing RNS announced 19 September
2023.
If any of the expected times and/or dates change further, the revised times
and/or dates will be notified by Glantus through a Regulatory Information
Service.
Maurice Healy
Chief Executive Officer
29 September 2023
Enquiries
Glantus Holdings
Plc
+353 86 267 7800
Maurice Healy, Chief Executive
Officer
ir@glantus.com
(mailto:ir@glantus.com)
Susan O'Connor, Chief Financial Officer
Shore Capital (Financial Adviser, Nominated Adviser and Broker)
+44 207 408 4090
Patrick Castle / Tom Knibbs / Lucy Bowden (Corporate Advisory)
Yellow Jersey (Public Relations
Adviser) +44
7747 788 221
Charles Goodwin
Annabelle Wills
Glantus Holdings Plc - interim report and accounts for the six months ended 30
June 2023
Financial Report
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note € € €
Revenue 3 6,479,620 6,556,618 9,798,212
Cost of sales (1,642,911) (1,783,817) (3,289,804)
Gross profit 4,836,709 4,772,801 6,508,408
Income from legacy software and contracts - - 600,000
Administrative expenses (2,690,150) (4,051,444) (8,985,378)
Exceptional Items 5 (1,140,183) (448,933) (1,339,224)
Share Based Payments (32,606) (32,606) (56,661)
Amortisation (1,168,341) (1,098,559) (2,211,004)
Depreciation (64,900) (63,117) (144,189)
Other income 10,572 2,846 94,625
Operating loss (248,899) (919,012) (5,533,423)
Finance costs (700,279) (631,177) (1,444,983)
Loss on ordinary activities before taxation (949,178) (1,550,189) (6,978,406)
Income tax (50,883) 1,178 258,482
Loss for the financial period (1,000,061) (1,549,011) (6,719,924)
Other comprehensive (loss)/ income for the period (103,051) 46,641 8,890
Total comprehensive loss for the period (1,103,112) (1,502,370) (6,711,034)
attributable to the owners of the group
Loss per share - basic and diluted (cent) 6 (2.40) (4.09) (17.76)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note € € €
ASSETS
NON-CURRENT ASSETS
Intangible assets 16,353,093 17,181,165 16,767,710
Property, plant and equipment 273,786 220,518 335,708
16,626,879 17,401,683 17,103,418
CURRENT ASSETS
Trade and other receivables 4,604,258 7,863,749 4,760,993
Cash and cash equivalents 771,534 391,036 341,590
5,375,792 8,254,785 5,102,583
TOTAL ASSETS 22,002,671 25,656,468 22,206,001
EQUITY AND LIABILITIES
EQUITY
Called up share capital presented as equity 7 51,132 37,833 37,833
Share premium 13,348,860 12,082,742 12,082,742
Reorganisation reserve 656,060 656,060 656,060
Foreign exchange reserve (137,972) 2,830 (34,921)
Share option reserve 203,779 147,118 171,173
Retained earnings (10,510,860) (4,339,886) (9,510,799)
TOTAL EQUITY 3,610,999 8,586,697 3,402,088
CURRENT LIABILITIES
Trade and other payables 10,668,091 9,138,443 11,072,652
NON-CURRENT LIABILITIES
Long term liabilities 7,723,581 7,931,328 7,731,261
TOTAL LIABILITIES 18,391,672 17,069,771 18,803,913
TOTAL LIABILITIES AND EQUITY 22,002,671 25,656,468 22,206,001
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Note Called up share capital presented as equity Share premium account Reorganisation reserve Foreign exchange reserves arising on translation Share option reserve Retained earnings Total
At 1 January 2022 37,833 12,082,742 656,060 (43,811) 114,512 (2,790,875) 10,056,461
Share based payment charge - - - - 32,606 - 32,606
Total comprehensive loss for the year - - - 46,641 - (1,549,011) (1,502,370)
At 30 June 2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697
At 1 July 2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697
Share based payment charge - - - - 24,055 - 24,055
Total comprehensive loss for the year - - - (37,751) - (5,170,913) (5,208,664)
At 31 December 2022 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088
At 1 January 2023 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088
Share based payment charge - - - - 32,606 - 32,606
Share subscription offer 7 13,299 1,266,118 - - - - 1,279,417
Total comprehensive loss for the year - - - (103,051) - (1,000,061) (1,103,112)
At 30 June 2023 51,132 13,348,860 656,060 (137,972) 203,779 (10,510,860) 3,610,999
CONSOLIDATED STATEMENT OF CASHFLOWS
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
Unaudited Unaudited Audited
€ € €
Cash flows from operating activities
Group loss after tax (1,000,061) (1,549,010) (6,719,924)
Adjusted for:
Interest payable 700,279 631,177 1,444,983
R&D tax credit income - - (83,626)
Income tax expense 50,883 (1,178) (258,482)
Depreciation 64,900 63,117 144,189
Amortisation 1,168,341 1,098,559 2,211,004
Movement in trade and other receivables 168,610 (1,179,726) 1,537,323
Movement in trade and other payables 907,809 274,460 3,111,289
Loss on disposal of tangible assets 1,551 4,838 17,855
Share-based payment expense 32,606 32,606 56,661
Effects of movement in exchange rates 185,665 46,641 8,881
Net cash flows generated from/(used in) operating activities 2,280,583 (578,516) 1,470,153
Cash flows from investing activities
Purchase of property, plant and equipment (4,528) (48,202) (257,460)
Payment of deferred consideration (464,674) - (836,833)
Payment for software development asset (753,725) (770,866) (1,469,859)
Net cash (used in) investing activities (1,222,927) (819,068) (2,564,152)
Cash flow from financing activities
Loans received (66,667) 66,667 1,866,666
Interest payable (700,279) (631,177) (1,444,983)
Exceptional costs (1,140,183) - (1,339,224)
Equity (Proceeds from issue of shares) 1,279,417 - -
Net cash (used in) financing activities (627,712) (564,510) (917,541)
Net increase/(decrease) in cash and cash equivalents 429,944 (1,962,094) (2,011,540)
Cash and cash equivalents at the beginning of the period 341,590 2,353,130 2,353,130
Cash and cash equivalents at the end of the period 771,534 391,036 341,590
Notes to the unaudited interim statements
1. General Information
Glantus Holdings Plc ("the Company") is a public limited company incorporated
in the Republic of Ireland. The registered office is Marina House, Eastpoint
Business Park, Dublin 3.
The principal activity of the Group is the specialist provision of next
generation and world class software platforms focused on manufacturing,
distribution and related industries.
2. Accounting policies
Basis of preparation
These interim financial statements are non-statutory general-purpose financial
statements for the six-month period ended 30 June 2023. These financial
statements have been prepared in accordance with IAS 34 Interim Financial
Reporting, as adopted by the European Union, and the Companies Act 2014. They
do not include all of the information required in annual financial statements
in accordance with IFRS as adopted by the European Union. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's financial
position and performance since the last annual consolidated financial
information for the year ended 31 December 2022 included in the Annual Report.
The interim financial statements for the six-month period ended 30 June 2023
should be read in conjunction with the consolidated results for the year ended
31 December 2022 included in the Annual Report, and any public announcements
made by the company during the interim reporting period.
The interim financial statements have been prepared on the historical cost
basis. The interim financial statements of the Group are presented in Euro
("€") which is also the functional currency of the Company.
The Group's accounting policies are set out in the Company's Annual Report.
The preparation of the interim financial statements requires management to
make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expense. Actual results may subsequently differ from those estimates. In
preparing the interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and key sources of
estimation uncertainty were the same, in all material respects, as those
applied to the consolidated results for the year ended 31 December 2022
included in the Annual Report.
Going concern
At the time of approving these interim accounts, the directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the directors
continue to adopt the going concern basis of accounting in preparing the
interim financial statements.
The interim financial statements are unaudited and were approved by the Board
of Directors on 29 September 2023.
3. Segmental Reporting
Segmental information is presented in respect of the group's geographical
regions and operating segments in accordance with IFRS 8 'Operating Segments'.
The Board considers that there is one identifiable business segment being the
provision of enterprise software solutions.
Recurring revenue is the revenue that annually repeats either under
contractual subscription or predicable transactional billing.
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
€ € €
Amount of revenue by class of activity:
Recurring annual subscriptions 2,481,913 2,472,415 5,070,508
Recurring recovery services 3,947,802 3,894,338 2,881,153
Professional services & licences 49,905 189,865 1,846,551
Reported revenue 6,479,620 6,556,618 9,798,212
The group operates in three principal geographical regions being Republic of
Ireland, the United Kingdom and the United States of America. The group also
has customers in other countries such as Singapore, Australia, Spain,
Switzerland, Canada, Mexico and the Netherlands, which are not material for
separate identification.
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
€ € €
Amount of revenue by region:
Republic of Ireland 553,613 721,645 1,248,922
United Kingdom 1,955,490 2,334,914 4,187,760
United States of America 3,580,387 2,997,580 3,879,503
Others 390,130 502,479 482,027
Reported Revenue 6,479,620 6,556,618 9,798,212
4. Adjusted EBITDA
Management has presented adjusted EBITDA as it monitors this performance
measure at a consolidated level, and the Board considers that this metric
provides the best measure of assessing underlying trading performance.
Adjusted EBITDA is calculated by adjusting profit or loss before taxation to
exclude the impact of net finance costs, depreciation, amortisation, share
based payment charges and exceptional items.
The exceptional items include termination costs as part of restructuring and
salaries that relate to product developments.
Six months Six months to 30 June Year ended 31 December
to 30 June
2023 2022 2022
€ € €
Operating loss (248,899) (919,012) (5,533,423)
Amortisation 1,168,341 1,098,559 2,211,004
Depreciation 64,900 63,117 144,189
Exceptional items 1,140,183 448,933 1,339,224
Share based payments 32,606 32,606 56,661
Adjusted EBITDA 2,157,131 724,203 (1,782,345)
5. Exceptional Items
Merger and Acquisition professional fees relate primarily to transaction costs
associated with the Acquisition and restructuring costs include termination
costs incurred as part of the Group's restructuring.
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
€ € €
Merger and Acquisition professional fees 412,056 - -
Restructuring costs 636,315 448,933 1,317,706
Other exceptional costs 91,812 - 21,518
Total exceptional items
6. Earnings per share
Basic earnings per share is calculated by dividing the net loss for the period
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period.
The basic earnings per share calculation is the same as for the fully diluted
earnings per share position.
Six months to 30 June Six months to 30 June Year ended 31 December
2023 2022 2022
Earnings € € €
Loss for the period (1,000,061) (1,549,011) (6,719,924)
Taxation 50,883 (1,178) (258,482)
Amortisation 1,168,341 1,098,559 2,211,004
Depreciation 64,900 63,117 144,189
Exceptional items 1,140,183 448,933 1,339,224
Share based payments 32,606 32,606 56,661
Finance costs 700,279 631,177 1,444,983
Adjusted earnings/(loss) 2,157,131 724,203 (1,782,345)
Weighted average number of ordinary shares Number Number Number
Total shares in issue (weighted) 41,695,491 37,833,316 37,833,316
Total diluted shares (weighted) 43,764,254 40,046,286 40,026,532
EPS Cent Cent Cent
Basic and diluted EPS (2.40) (4.09) (17.76)
Adjusted basic EPS 4.38 1.91 (4.71)
Adjusted EPS is not a defined performance measure in IFRS. The Group's
definition of adjusted EPS may not be comparable with similarly titled
performance measures disclosures by other entities.
7. Share Capital
Ordinary Shares Share Capital Share Premium
Number @ €0.001 each € €
At 1 January 2023 37,833,316 37,833 12,082,742
Share subscription offer on 16 March 2023 13,299,238 13,299 1,266,118
At 30 June 2023 51,132,554 51,132 13,330,460
On the 16(th) of March 2023, Glantus Holdings PLC held a share subscription
offer whereby 13,299,238 shares were purchased for €0.001 each. The total
consideration paid for these shares less direct costs incurred amounted to
€1,261,017 and as such €13,299 was recognised as share capital and
€1,266,118 was recognised as share premium.
8. Events after the reporting period
On 14 August 2023, the Company announced that it had reached agreement on the
terms of its acquisition by Basware Oy ("Basware"). On 13 September 2023, the
Company convened a Scheme Meeting to approve the Scheme and EGM to approve the
resolutions for the purpose of giving effect to the Scheme and associated
amendments to the articles of association of the Company. The Scheme Meeting
Resolutions and EGM Resolutions were duly passed. On 19 September 2023, it was
announced that the Irish High Court set the Court Hearing to sanction of the
Scheme, scheduled for 10 October 2023. The full timetable of principal events
for the Acquisition is currently as set out as per the Company's Notice of
Court Hearing RNS announced 19 September 2023.
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