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RNS Number : 6866T  Gresham Technologies PLC  26 July 2022

26 July 2022

Gresham Technologies plc

Interim Report Announcement

Gresham Technologies plc (LSE: "GHT", "Gresham", "Company" or the "Group"),
the leading software and services company that specialises in providing
solutions for data integrity and control, banking integration, payments and
cash management, announces its unaudited half year results for the six months
ended 30 June 2022.

 

The Group is pleased to report 66% growth in Clareti revenues, driving 55%
growth in total Group revenues and 125% growth in Group cash EBITDA against
the first half of 2021. Forward-looking Clareti ARR growth of 18% driven by
new customer wins, growth within the installed base, and favourable currency
movements.

 

Financial highlights

 

                                        HY 2022 £m   HY 2021 £m   Growth %  Like for like growth((i)) %
 Clareti annualised recurring revenues  26.1         22.1         18%       N/a((ii))
 Group annualised recurring revenues    29.4         25.7         14%       N/a((ii))
 Group revenues                         23.0         14.8         55%       19%
 Clareti revenues                       16.4         9.9          66%       8%
 Clareti recurring revenues             12.5         6.9          81%       8%
 Group Adjusted EBITDA                  4.5          2.8          61%       N/a((iii))
 Group cash EBITDA                      1.8          0.8          125%      N/a((iii))
 Cash                                   6.5          8.1          (20)%     N/a

Operational highlights

·      Six new name Clareti customers in H1, with a seventh signed early
in H2

·      Incremental contract win with tier 1 banking customer, lifting
customer ARR from £0.6m to £1.1m with   further increase to £1.4m
expected as project progresses

·      20+ other contract wins with existing customers driving
incremental ARR

·      Net Clareti ARR retention rate of 105% (on a constant currency
basis)

·      Transformative Electra acquisition of June 2021 now creating new
opportunities

·      Other (non-Clareti) portfolio continuing to prove resilient and
has outperformed original expectations

Outlook

·      Management confident in the strategy and outlook for the Group

·      Demand remains robust, with a strong Clareti pipeline, supported
by a structurally growing addressable   market

·      On track to comfortably meet full year market expectations

 

Adjusted EBITDA refers to earnings before interest, tax, depreciation and
amortisation, adjusted for one-off exceptional items and share-based payments.
Cash EBITDA refers to adjusted EBITDA less capitalised development spend and
any IFRS 16 lease related cash payments.

(i)          Growth rates stated on a like-for-like basis have been
adjusted to remove the contribution from both periods of the Electra business,
acquired on 22 June 2021.

(ii)             By their nature, forward looking annualised
recurring revenue metrics included 12 months impact in both reported periods.

(iii)        Post-acquisition, the integration of the Electra business
into the Clareti business does not allow for meaningful standalone EBITDA
measures to be reported.

 

Ian Manocha, Gresham CEO, commented:

"This has been another strong period of growth driven by a combination of new
customer wins and growth within our installed base. The acquisition of Electra
a year ago has been transformational in building operating scale and a more
complete and competitive solution set for our joint customers, and we are
clearly seeing the benefits in the market."

 

"Looking to the second half, we see a substantial opportunity to take further
market share in our core financial services segments. We now have excellent
visibility into full year revenues and are focussed on continuing the
significant progress made building recurring revenues in line with our
aspirations to create a global financial technology company of substantial
scale."

 

As announced on 15 July 2022, a presentation for analysts will be held today
at 9.30 a.m. (BST) via conference call, with a separate presentation for
private and retail investors to be held today at 2 p.m. (BST) via the Investor
Meet Company platform. Admittance for these events is strictly limited to
those who register their participation in advance.

 

For analyst conference call details and to register attendance, please email
(mailto:email) gresham@almapr.co.uk. Information on how to register attendance
for the private and retail investor presentation is set out in the Company's
announcement of 15 July 2022. A copy of the presentation to be tabled at both
sessions will be made available on Gresham's website at 9.00 a.m. (BST) today.

 

Enquiries

 Gresham Technologies plc                               +44 (0) 207 653 0200
 Ian Manocha / Tom Mullan
 Singer Capital Markets (Financial Adviser and Broker)  +44 (0) 207 496 3000
 Shaun Dobson / Tom Salvesen / Jen Boorer
 Alma PR                                                +44 (0) 203 405 0205
 Josh Royston / Hilary Buchanan / Hannah Campbell

 

Note to editors

Gresham Technologies plc is a leading software and services company that
specialises in providing real-time solutions for data integrity and control,
banking integration, payments and cash management. Listed on the main market
of the London Stock Exchange (GHT.L) and headquartered in the City of London,
its customers include some of the world's largest financial institutions and
corporates, all of whom are served locally from offices located in the UK,
Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and
scalable platform, available on-site or in the cloud, designed to address
today's most challenging financial control, risk management, data governance
and regulatory compliance problems. Learn more at www.greshamtech.com
(http://www.greshamtech.com/) .

Chief Executive review

Introduction

We are pleased with the progress made in the first half of this financial year
as we continue to strengthen our position as the leading provider of
reconciliation software to the financial sector, and drive organic growth
across the Group, which now benefits from additional scale as a result of the
Electra acquisition a year ago. This has been highlighted by the number of new
client wins throughout the period as well as consistent growth within the
installed base growth, which together with currency tailwinds delivered an 18%
organic increase in forward looking ARR. The record levels of recurring
revenue, a pipeline of new and up-sell contract opportunities, as well as a
healthy renewal cycle across the non-Clareti businesses provide the Board with
confidence in the second half outlook.

 

Business overview

 

In the first half of 2022 we continued to invest in our operations and people
to grow our international footprint and take further market share in our core
financial services market. Our Clareti technology solutions provide major
banking and investment management clients with the tools to connect, reconcile
and control their data, enabling them to automate their business processes and
improve operational efficiency, giving them confidence in their digital
operations and helping manage risk, regulation and reputation.

 

Clareti

 

Our Clareti platform is packaged into two primary offerings, Control and
Connect. The acquired Electra offerings for investment managers have been
similarly re-branded and provide for a more complete solution for our
customers, as well bringing market share in North America. All our solutions
are available in a customer's data centre or in a Gresham hosted cloud on a
software-as-a-service basis, along with optional subscriptions for the
collection and aggregation of external data and/or the provision of managed
services.

 

Clareti Control

 

Control is an enterprise-grade business self-service platform for the
reconciliation and control of "any and all" transaction data in financial
markets. Control is now well established in the market for "non-core" problems
such as inter-systems reconciliations, with a track-record of successful
implementations since the initial release a decade ago. Our investment into
additional "core" cash and securities processing functionality over the last
three years means we have the only solution in the market that can handle all
types of data reconciliations and controls on a single self-service platform
that has been proven at scale.

 

Clareti Connect

 

Our Connect solutions allow customers to participate in the complex
inter-connected global financial system without needing to be concerned with
third party data access, integration risk, and cost and time to market. Our
Connect solutions enable customers to interact with their bank partners,
custodians, trading venues, regulatory reporting venues and other industry
applications, and provide intelligent control over complex data and financial
messaging flows. Our Connect Data solution is focused on the needs of the
buy-side community and is used by fund managers and service providers to
collect and aggregate data from third parties such as custodians.

 

Other (non-Clareti) business

 

The non-Clareti business now essentially comprises two distinct commercial
arrangements under our long-standing prime-contractor relationship with ANZ.
We provide on-going sub-contracting services on a fixed margin basis and
re-sell and support a third-party virtual banking solution that generates
highly predictable and profitable recurring revenues. ANZ are also a key
customer and innovation partner for the Clareti business and provide us with
very good visibility into their overall plans.

 

Strategy and ambition

 

During the period, we expanded the capability of our software platform,
completed the integration of Electra, invested in our sales and marketing
efforts and delivered further growth in our key financial KPIs. Our continued
success reflects the investment and efforts of our talented team in delivering
differentiated solutions to major financial institutions that are proven at
scale and backed by a high-quality global service capability.

 

Looking forward, the Board and management team remain focused on fostering a
culture of innovation, supported by investment in our products, people and
client relationships. This ensures we continue to deliver market-leading
solutions to some of the largest companies in the world who engage with us to
solve critical challenges within their businesses and licence our software
solutions to remain agile, competitive and compliant. Our strategy is not only
to grow our footprint of financial clients globally, but to expand and deepen
engagement across our existing customer base of over 270 clients across 30
countries.

 

This provides the building blocks of a scalable fintech platform with a
market-leading product portfolio, highly invested cloud architecture and an
ambitious, proven management team. We are ideally placed to pursue our growth
aspirations, underpinned organically by a repeatable, high margin revenue
model and a track record of identifying strategically valuable acquisitions.
We are focused on a £0.5bn financial services data control market opportunity
and our medium-term target remains a 25% market share and building a £100m
ARR business.

 

Half year results

 

The Group delivered strong revenue growth of 55% to £23.0m (£22.5m on a
constant currency basis), including a positive contribution from Electra
Information Systems Inc which became part of the Group on 22 June 2021.
Excluding the contribution from Electra, year-on-year Group organic revenue
growth was 19% (constant currency also 19%), representing an improvement on
the organic growth rate in the equivalent period last year of 14%.

 

In line with the Board's strategy to build sticky subscription revenues,
forward looking Clareti Annual Recurring Revenue increased to £26.1m at
period end, representing an organic increase of 18% on the position as at 30
June 2021.

 

The non-Clareti business has performed slightly ahead of plan in the first
half of the year and we are confident in comfortably meeting expectations for
the remainder of the financial year.

 

The Group retains a strong balance sheet with net cash of £6.5m and no debt
as at 30 June 2022 (£8.1m 30 June 2021).

 

The financial performance in the first six months of the year reflects the
strength of our growth strategy and we confidently expect this to continue
into the second half.

 

Operating review

 

Contract wins

 

In the first six months we secured six new names, and a further new name was
signed in the first week of July.These wins came from our targeted segments of
banking and investment management in the UK, Europe and North America. As is
typical, these wins involved competitive RFP processes during which we were
able to differentiate with our unique technology and deep industry expertise.

 

In addition to these new names wins, we signed more than 20 upgrade or
cross-sell contracts within the existing installed base. One of these
contracts related to the significant Tier 1 bank win announced in May 2022. We
first engaged with the client, one of the world's largest commercial and
retail banks, to deploy Clareti Control within its UK operations in 2020. As a
result of the success of the initial project, the bank has chosen to adopt the
technology as its single enterprise control platform across the entirety of
its UK business, including retail accounts, cards, payments and commercial
banking. The platform will be used to deploy a range of new controls, as well
as replace existing manual processes and legacy vendor solutions. The contract
extends and significantly upgrades existing software subscription commitments
for a minimum period of approximately five years, with a total contract value
of £6.3m, including an expected £3.5m of new incremental subscriptions over
the term. This win is a clear endorsement of our unique technology offering as
we continue to consolidate our leading market position.

 

Our success is reflected in our Clareti ARR net retention of 105% on a
constant currency basis. This strong net retention rate was across all
customers; despite being slightly suppressed by the cancellation of two
sanctioned Russian owned businesses.  The transformational building blocks
put in place last year with the acquisition of Electra, which brought us scale
and a greater international footprint, have enabled us to drive these new
growth opportunities and build high-quality subscription earnings.

 

Electra

 

As previously reported, the integration of the sales and marketing,
consulting, customer support and business operations teams, the re-branding of
our solutions, and the development of a strategic R&D roadmap was
materially completed at the end of last year in line with our stated plans.

 

The enlarged Gresham now operates as one team in the global market and, in the
first year since the acquisition, we have successfully signed several new
clients for Electra products in the US, Canada and Europe; and we have seen
very good levels of retention across the acquired client base. The joint
product set is highly complementary, in particular the combination of Connect
Data and Control, where our pipeline now contains a number of such
opportunities. This brings further competitive differentiation to our offering
and enables us to solve a greater proportion of our customers' data
challenges.

 

Innovation

 

The current focus for our Control solutions is in two primary areas. Firstly,
to meet the extreme performance requirements that we are starting to see in
the market as customers seek to deploy data controls at scale for use cases
such as faster payments, or intra-day risk management. Use cases such as these
are not currently supported by third party products in the market and provide
us with further differentiation, particularly in banking. Secondly, we are
investing to enable greater business self-service, and introducing enhanced
investigations and exception management functionality, all delivered through
easy-to-use web interfaces. As this work progresses, the Control solution
acquired with Electra will evolve to share common micro-services and
components with the rest of our platform, thereby reducing our maintenance
costs and speeding up the cycle of new feature delivery.

 

Our Connect and Data offerings are already functionally rich across a variety
of use cases. In the first six months of the year, we added connectivity to
additional trading venues, completed a full suite of ISO 20022 transformations
and introduced a natural language rules engine to offer customers a greater
level of self-service. We are progressively migrating our customers to a
consolidated cloud service, utilizing a next generation of tooling originally
prototyped within the acquired Inforalgo business. Of note, we have introduced
an API for our Data service which is now being tested by two customers and
readied for market launch.

 

Over the last three years our partnership with ANZ Banking Group to develop a
new digital corporate banking solution leveraging our innovation model and
technology experience has progressed extremely well. Gresham owns the IP for
the jointly developed technology, which provides the foundations of a new
generation of client monies and corporate cash management solutions. ANZ's
first customer is moving towards go-live, and we expect to announce the
general availability of the offering to other institutions in H2. We are
currently developing the launch plans for the solution under a new product
brand which we expect to drive further growth for the Group on top of current
Clareti offerings.

 

People

 

We continue to leverage our technology infrastructure and investment in our
people and have maintained a hybrid working approach in the first half of this
year. We have implemented a "trust first, customer first" approach, where our
teams work where best for clients and colleagues as well as themselves, making
use of the Group's hubs around the world. This, together with our supportive
management culture, competitive remuneration and share-based retention
schemes, has had a positive impact and helped us navigate on-going sector-wide
recruitment and cost challenges. During the first half we have refined our
post-integration operating model and prioritised incremental hiring into
sales, marketing and revenue-generating product development. Our experienced
team is very well regarded in the market and, mindful of inflationary
pressures and the war for tech talent, we continue to invest in our people and
aim to provide an outstanding environment for them to develop their careers.
Following the easing of travel restrictions across our international
operations, regional and global internal events will take place to align our
team, drive collaboration across our new hybrid-workforce, as well as support
various learning and development initiatives

 

ESG

 

We are also committed to ensuring we grow responsibly, to enhance the
long-term value generated by our business for all of our stakeholders aligned
to our three-pillar ESG strategy focused on our customers, people and the
world around us. In the second half of the year, we are expanding on our
initial ESG work, focusing on governance, KPIs and TCFD. We look forward to
providing further updates in the annual report.

 

We continue to invest in our culture and education throughout the group. All
our people now have access to unlimited training via the Udemy platform. This
year we are running our leadership development programmes and training all our
people in business ethics and standards of conduct. We have taken on a further
graduate intake into development and consulting. We took swift action to
cancel projects and software licences with two Russian owned entities and
continue to monitor sanctions developments. Our people also responded to the
Ukraine crisis raising a total of £8,000 for humanitarian causes which was
matched by the Group.

 

Markets

 

Despite the wider backdrop of economic uncertainty, our core markets remain
robust, driven by the continued structural shift to digital infrastructures
and greater automation within the financial services sector. These drivers
have been compounded by growing regulatory pressures and scrutiny, increasing
our customers' needs for timely and accurate processing coupled with greater
transparency and accountability. This means our customers need to have
complete confidence in their data and processes in order to make good
decisions and ensure optimal outcomes, including protecting their reputations.

 

An initial wave of regulation around the world over the last five years has
forced all banks to find quick fixes to close risk and control gaps, ensure
compliance and improve visibility.  Medium-term there is a second wave of
opportunity as institutions seek proven, industrialised solutions that can
deliver operational efficiencies and greater agility across their enterprise.
Firms are looking to upgrade these quick fixes and replace previous
generations of batch-based reconciliation systems and automate their remaining
manual processes.  In addition, a new class of opportunity is emerging in
digital banking and payments.

 

These drivers support a structural growth in the overall size of the
addressable market for our Clareti software, and as the competitiveness of our
offerings continually improves and expands, we are well placed to participate
in a growing market opportunity.

 

Outlook

 

In the first half we have helped boards of some of the largest companies in
the world manage their financial, operational and reputational risk by
providing timely insight into their data and processes. The up-sell and
cross-sell contract wins with some of these clients has evidenced the value of
our solutions and this, together with the overwhelming market drivers,
underpins our medium-term ambitions.

 

We start the second half in a strong position with products well aligned with
market requirements, an experienced and motivated management team, a record
level of contracted revenue, and most importantly, a strong pipeline of
opportunities.

 

This position, coupled with our robust balance sheet and growing recurring
revenues, provide the Board with confidence in the remainder of the year and
beyond.

 

Thank you for your support,

 

Ian Manocha

Chief Executive Officer

25 July 2022

 

Financial review

Forward-looking annualised recurring revenue "ARR"

Our ARR is an aggregated value of all recurring revenues that are either fully
or partially contracted for the next twelve months and/or are highly expected
to renew in the next twelve months. Future uplifts in variable usage or
contingent recurring fees are not included in ARR, unless they are
contractually certain with all deliverables having already been met.

 

Our ARR from our strategic growth business, Clareti, is a critical KPI for the
Group as it provides a forward-looking view of the minimum expected revenues
in the next twelve months which gives confidence to business planning and
investment decisions.

 

  ARR                                                       H1 2022  H1 2021  Variance  %

 Clareti ARR  Clareti ARR at start of period           £m   24.0      12.3    11.7      95%
              Acquired with Electra                    £m   -        9.2      (9.2)     (100%)
              Organic increase in ARR                  £m   2.1      0.6      1.5       250%
              Clareti ARR at end of period      KPI    £m   26.1     22.1     4.0       18%
 Other ARR    Other ARR                                £m   3.3      3.6      (0.3)     (8)%
 Group ARR    Group ARR                                £m   29.4     25.7     3.7       14%

 

The Electra acquisition was completed in June 2021 and was transformative to
our Clareti ARR. The focus since then has been on driving organic growth and
lifting the Electra ARR growth rate up from c. 10% pre acquisition to levels
comparable with the existing Clareti business. It is therefore pleasing to see
the combined Clareti ARR growth rate at 18% (£4.0m) year on year, which
includes the effect of foreign exchange tailwinds experienced over that period
that significantly impact the Electra, largely USD denominated, business. The
foreign exchange tailwinds contributed approximately a third of the Clareti
ARR growth rate of 18%. Our retention and upsell measures remain strong, with
the trailing twelve-month net Clareti ARR retention rate being 105%, a
reduction of 1% from 31 December 2021, which is largely as a result of our
cancellation of agreements with two sanctioned Russian customers. We calculate
our net ARR retention rate, on a constant currency basis, as ARR at the end of
period from customers existing at the start of the period divided by ARR at
the start of the period. There remains a significant market opportunity to
both upsell and cross-sell to our continually growing existing customer base
that we're strategically investing in capturing; and it is worth noting that
the trailing 12 months net retention rates from our six largest customers is
123% (on a constant currency basis). Coincidentally, these retention rates are
the same as those reported as at 31 December 2021.

 

ARR from our Other businesses has also reduced to £3.3m from £3.6m at 30
June 2022 as expected. Part of this reduction comes from the ongoing reduction
of our last remaining legacy IP software business called 'EDT' which will
cease altogether at the end of FY22, which contributed approximately £0.3m of
ARR twelve months ago. The remaining Other ARR comes from our long-standing
software reselling business. The Group has benefitted from the longevity of
these business lines for many years and the remaining ARR from our reselling
business continues to provide predictability and further ability to invest
with confidence in the Clareti business.

Income Statement

Revenue

Our income is analysed between revenues from Clareti Solutions and from our
'Other' non-strategic solutions and services, revenues from each business of
these business segments are then broken into:

 

-     Recurring revenues - generated for software and software-related
services such as support, maintenance, and other ongoing managed services; all
of which are contracted or expected to continue for the foreseeable future.

-     Non-recurring revenues - professional services, contracting, training
and other services that are expected to be one-off or periodic in nature.

Given the transformational nature of the Electra acquisition, we have also
broken out the Clareti business to show the Electra revenues (and gross margin
in the Earnings section below) as individual line items within the Clareti
business.

 

 

                                                                                H1 2022  H1 2021  Variance  %

 Clareti solutions               Recurring                               £m     7.1      6.6      0.5       8%
                                 Recurring - Electra                     £m     5.4      0.3      5.1       N/a
                                 Recurring - Clareti total      KPI      £m     12.5     6.9      5.6       81%
                                 Non-recurring                           £m     3.6      3.0      0.6       20%
                                 Non-recurring - Electra                 £m     0.3      -        0.3       N/a
                                 Non-recurring - Clareti total           £m     3.9      3.0      0.9       30%
                                 Total Clareti revenues         KPI      £m     16.4     9.9      6.5       66%

 Other solutions & services      Recurring                               £m     2.0      2.2      (0.2)     (9)%
                                 Non-recurring                           £m     4.6      2.7      1.9       70%
                                 Total                                   £m     6.6      4.9      1.7       35%
 Group                           Total                          KPI       £m    23.0     14.8     8.2       55%

 

 

 

Clareti Solutions

Clareti recurring revenues increased by 81%, up from £6.9m to £12.5m on the
first half of 2021. This included a contribution of £5.4m from Electra in the
period which only contributed £0.3m in the prior year equivalent period,
representing the nine days since the acquisition occurred in late June 2021.
Excluding the impact of Electra, Clareti recurring revenues increased by 8%,
or £0.5m, since the prior half year. These increases were as a result of new
recurring revenue sales, increased consumption of Clareti solutions from our
existing customers, and the foreign exchange tailwinds that provided
assistance to the USD denominated Electra business.

 

Clareti non-recurring revenues increased by 30%, up £0.9m on the prior first
half, which did not contain any material revenue from Electra. Excluding the
impact of Electra, the increase was 20%. This increase is being driven by new
implementations associated with the increase in Clareti recurring revenues and
a return to more 'normal' levels of services work, in comparison with the
first half of 2021 that remained somewhat depressed due to the pandemic.

Other Solutions & Services

Total revenues from Other solutions and services increased by 35% to £6.6m,
exceeding our original expectations. This business line includes revenues from
a legacy partner relationship where we act as a reseller of third-party
software; our sole remaining, own IP, legacy software product; and our
contracting services business where we provide services at a fixed margin of
13% under twelve-month contractual terms. Recurring revenues within the Other
solutions and services portfolio decreased by 9% to £2.0m, largely as a
result of expected reductions in our high margin own-IP revenues, a business
which is no longer material (full year 2022 expected revenues of £0.2m) and
which we plan to close at the end of this fiscal year. The increase since the
first half of 2021 in non-recurring revenues of 70%, or £1.9m, came from our
fixed margin contracting business revenues, as our single customer in this
business segment ramped up post pandemic. The mix of revenues within the Other
solutions and services portfolio continues to evolve, and we continue to
manage the portfolio carefully benefitting from good visibility of customer
intentions.

Earnings

                                                                                              H1 2022  H1 2021  Variance  %
 Clareti Solutions               Gross margin (*)                                 £m     9.0           8.1      0.9       15%
                                 Gross margin - Electra                           £m     5.0           0.3      4.7       N/a
                                 Gross margin - Clareti total (*)                 £m     14.0          8.4      5.6       70%
                                 Gross margin (*)                                 %      85%           85%      -         -
                                 Gross margin - Electra                           %      86%           N/a      N/a       N/a
                                 Gross margin - Clareti total (*)                 %      85%           85%      -%        N/a

 Other solutions & services      Gross margin (*)                                 £m     1.7           1.6      0.1       6%
                                 Gross margin (*)                                 %      26%           33%      (6)%      -

 Group                           Gross margin (*)                                 £m     15.7          10.0     5.7       57%
                                 Gross margin (*)                                  %     68%           68%      -%        N/a
                                 Adjusted EBITDA                           KPI    £m     4.5           2.8      1.7       61%
                                 Adjusted EBITDA                           KPI    %      20%           19%      1%        N/a
                                 Cash Adjusted EBITDA                      KPI    £m     1.8           0.8      1.0       125%
                                 Cash Adjusted EBITDA                      KPI    %      8%            6%       2%        N/a
                                 Statutory profit/(loss) after tax                £m     1.5           (0.6)    2.1       350%
                                 Adjusted diluted EPS                      KPI    pence  3.9           2.2      1.7       77%

 

 

Gross margin and reporting reclassification - note, reclassification as
reported in the 31 December 2021 Annual Report for the full year (*)

Across all business segments, the majority of our cost of sales is made up of:
(i) the customer-specific third party costs incurred in providing our hosted
cloud solutions; (ii) third party contractor costs incurred by our contracting
services business; and (iii) in the 2021 Annual Report we reclassified
fixed-term payrolled employees that provide fixed margin
contracting/recruitment services to ANZ from operating expenses to cost of
sales as we consider this a better reflection of our gross margin. The full
year 2021 comparative was restated and explained in the 2021 Annual report.
The impact of this restatement to the H1 2021 comparatives stated above was
£1.1m, £0.3m in Clareti and £0.8m within the Other Solutions and Services,
the value of this of H1 2021 gross margin is £0.8m.

 

The acquisition of Electra has accelerated the growth of our high gross margin
Clareti business, which in line with long standing Group strategy, offsets the
continued and expected decline in gross margin being generated from the legacy
Other solutions and services businesses. At a group level, including the
impact of the Electra acquisition, gross margins have remained static at 68%.
The gross margin within Clareti and Electra are consistent at 85%-86% both
across businesses and first half reporting periods.

 

As planned and described in the revenue section above, the Other solutions and
services business mix has continued to move in balance towards the lower
margin software reselling and contracting services business lines from our
higher margin legacy owned IP, which is no longer material, and we plan to
close at the end of this fiscal year.

 

Adjusted EBITDA

 

Adjusted EBITDA (earnings before interest, tax, depreciation and amortisation)
is analysed excluding exceptional items, share-based payment charges,
amortisation from acquired intangible assets and impairment of development
costs; which is consistent with the way in which the Board reviews the
financial results of the Group.

 

Group adjusted EBITDA has improved by £1.7m, or 61%, since the prior year
with the margin improving by 1% to 20% in 2022. This is as a result of the
existing higher margin Clareti business continuing to grow and beginning to
drive improved operational leverage as it scales along with the impact of the
Electra acquisition, which offset the continued reducing margin of the Other
solutions and services business lines. Whilst we will ensure that we maximise
the current market opportunity through appropriate strategic investments, we
do expect to continue to see improvements to these margins in future years.

 

Cash Adjusted EBITDA

 

Cash adjusted EBITDA refers to adjusted EBITDA reduced by the value of
capitalised development spend and any IFRS16 lease-related cash expenses
classified as depreciation and interest. We consider this a good measure of
cash profitability for modern SaaS business who continue to invest in product
development to ensure they remain market leading.

 

Group cash adjusted EBITDA has also improved since the prior year, with £1.0m
of the £1.7m improvement in adjusted EBITDA (mentioned above) dropping
through to improvement cash EBITDA. The £0.7m difference between the
improvements in the two EBITDA measures is as a result of capitalised
development spend and IFRS 16 lease-related cash expenses in the acquired
Electra business as well as increased customer-funded investment in our
Clareti innovation initiatives with ANZ. This has resulted in a cash adjusted
EBITDA margin of 8%, an improvement of 2% from a margin of 6% in the prior
year. Like adjusted EBITDA, we expect to see continued improvements in these
margins in future years.

 

Due to the natural hedging that exists throughout the Group, the impact of
foreign exchange tailwinds on all earning measures was immaterial totalling
£0.1m at both an adjusted EBITDA and cash adjusted EBITDA level.

 

Statutory profit/(loss) after tax and Adjusted diluted EPS

 

There has been an increase in statutory profit after tax to profit of £1.5m
from a prior year loss of £0.6m. This improvement of £2.1m is largely due to
the growth and improved profitability of the Group discussed above.

 

Adjusted diluted EPS has improved by 77% to 3.9 pence per share. Adjusted
earnings used in this calculation adjust the statutory result after tax for
exceptional items; amortisation of acquired intangibles and share-based
payments. Exceptional expenses in the period were £0.1m, £1.4m lower than
the prior first half which included significant Electra acquisition related
one-off costs; amortisation of acquired intangibles increased to £1.2m from
£0.5m, again as a result of the Electra acquisition; and the share-based
payment charges have increased to £0.4m from £0.2m largely as a result of
the inaugural use of the discretionary performance share plan in October 2021.

Cashflow

                                                                   H1 2022  H1 2021  Variance  %

 Opening cash & cash equivalents at 1 January               £m     9.1      8.9      0.2       2%

 Operating cash flow excluding exceptional items            £m     4.5      2.3      2.2       95%
 Operating cash flow from exceptional items                 £m     (0.2)    (0.5)    0.3       60%
 Total operating cash flow excluding working capital        £m     4.3      1.8      2.5       161%
 Movement in working capital                                £m     (3.2)    (1.7)    (1.5)     (88)%
 Cash inflow from operations                                £m     1.1      0.1      1.0       1000%
 Net tax (payments)/receipts                                £m     (0.1)    (0.6)    0.5       83%
 Capital expenditure - development costs                    £m     (2.4)    (1.8)    (0.6)     33%
 Capital expenditure - other                                £m     (0.3)    -        (0.3)     -
 Principal paid on lease liabilities                        £m     (0.3)    (0.3)    -         -
 Inforalgo acquisition (deferred consideration)             £m     (0.4)    -        (0.4)     -
 Electra acquisition (net of cash acquired)                 £m     -        (17.7)   17.7      -
 Shares issued - Electra acquisition (net of costs)         £m     -        20.2     (20.2)    -
 Shares issued - upon option exercises                      £m     -        -        -         -
 Dividend                                                   £m     (0.6)    (0.5)    (0.1)     (20)%
 Other                                                       £m    0.4      (0.2)    0.6       300%
 Net increase/(decrease) in cash and cash equivalents        £m    (2.6)    (0.8)    (1.6)     (200)%
 Closing cash & cash equivalents at 30 June            KPI  £m     6.5      8.1      (1.6)     (20)%

 

The Group continues to be funded from operating cash and has no debt, with the
cash performance of the business being aligned with management's expectations.

 

Operating cashflow remains strong with the improvement on the equivalent
period in the prior year, being consistent with the improvement in cash EBITDA
(see Income Statement narrative above). Exceptional items were significantly
lower than the prior period which included costs associated with the Electra
acquisition.

 

The movement in working capital remains negative for the first half, which is
aligned with the traditional half year working capital cycle due to the
unwinding of the significant deferred revenue position that builds up during
the fourth quarter each year.

 

Net tax payments of £0.1m were made during the first half (2021: net tax
payments of £0.6m). Gross tax payments were made in the period of £1.2m
(2021: £0.6m), the increase on the prior first half largely as a result of
increased profitability in the US and Australia, with gross tax receipt of
£1.1m received in the first half in relation to the surrender of tax losses
generated from R&D activity (2021: nil, with the equivalent amount being
received from HMRC during late 2020).

 

The final deferred consideration payment in relation to the Inforalgo
acquisition of July 2020 was made in full during the first quarter of 2022.

 

At the time of the Electra acquisition, the Group established a USD 15m
multi-currency revolving debt facility. This facility was put in place in case
required to satisfy deferred consideration payments in relation to the Electra
acquisition. It is likely that the first deferred consideration payment of
approximately £4m will be made in full during the third quarter of 2022. This
payment coincides with our low cash point in our annual working capital cycle,
therefore is expected to be drawn upon to a small degree, for a short period
of time, to ensure sufficient currency holdings are maintained before the
annual build-up of cash reserves occurs, although this currently remains under
review.

 

Capital expenditure in relation to development and tangible items increased
from £1.8m to £2.7m, largely in relation to development activities at
Electra, which was not acquired until late June 2021.

 

Currency revaluations in the first half amounted to a gain of £0.4m (2021: a
loss of £0.2m).

 

Balance Sheet

 

The balance sheet remains strong, with the only significant movement that is
not explained above being trade and other payables of £16.6m (2021: £19.7m)
which is due to the prior half year including £3.2m of one-off accruals in
relation to the acquisition of Electra that were paid in Q3 of 2021.

 

Financial Outlook

 

The ongoing strong growth in the high margin recurring Clareti business and
the outperformance in the non-Clareti business gives management confidence in
comfortably meeting expectations for the year. The low margin contracting line
of non-Clareti business has the potential to continue performing well, the
extent to which is dependent upon the value of significant annual renewals,
which we expect to finalise in late Q3 and early Q4. The Clareti pipeline is
in a stronger position than ever before at this stage in the year.

 

The Group's revenues and forward-looking ARR have benefitted from foreign
exchange tailwinds over the past 12 months. Whilst a level of natural foreign
exchange hedging exists at earnings level due to the significant portion of
the cost base being denominated in USD and AUD, the Group will monitor
fluctuations and consider whether the use of hedging instruments may be
appropriate.

 

We have invested and will continue to further invest for growth in the Clareti
business. This investment will continue to be focussed on distribution,
product and customer success; to drive revenue synergies to ensure we are best
placed to take advantage of the significant market opportunities. At a Group
level we plan to balance this investment with ongoing incremental improvements
to all earnings margins, with our main focus being on the cash EBITDA margin.
We look forward to providing further updates throughout the year and remain
confident in our long-term strategy and outlook

 

 

 

Tom Mullan

Chief Financial Officer

25 July 2022

 

 

 

 

Consolidated income statement

                                                                      Notes    6 months ended   As restated 6 months ended   12 months

                                                                               30 June         30 June                       ended

                                                                                2022            2021                         31 December 2021

                                                                               Unaudited       Unaudited                     Audited
                                                                               £'000           £'000                         £'000
 Revenue                                                              2        22,979          14,791                                   37,026
 Cost of sales                                                                 (7,244)         (4,746)                                  (11,799)
 Gross profit                                                                  15,735          10,045                                   25,227
 Adjusted administrative expenses                                              (12,837)        (8,685)                                  (21,146)
 Adjusted operating profit                                                     2,898           1,360                                    4,081
 Adjusting administrative items:
 Exceptional costs                                                    2        (145)           (1,482)                                  (1,821)
 Exceptional income                                                   2        -               -                                        330
 Amortisation on acquired intangibles                                          (1,157)         (516)                                    (1,673)
 Share-based payments                                                          (436)           (174)                                    (369)
                                                                               (1,738)         (2,172)                                  (3,533)
 Total administrative expenses                                                 (14,575)        (10,857)                                 (24,679)
 Operating profit/(loss)                                                       1,160           (812)                                    548

 Finance revenue                                                               3               3                                        4
 Finance costs                                                                 (99)            (28)                                     (121)
 Profit/(loss) before taxation                                                 1,064           (837)                                    431
 Taxation                                                             3        480             256                                      (1,443)
 Profit/(loss) after taxation - Attributable to owners of the Parent           1,544           (581)                                    (1,012)

 Earnings per share
 Statutory
 Basic earnings per share - pence                                     4        1.85            (0.82)                                   (1.31)
 Diluted earnings per share - pence                                   4        1.81            (0.82)                                   (1.31)
 Adjusted
 Basic earnings per share - pence                                     4        3.94            2.25                                     5.08
 Diluted earnings per share - pence                                   4        3.85            2.21                                     5.02

 

 

Consolidated statement of comprehensive income

                                                               6 months ended  6 months ended  12 months

                                                               30 June         30 June         ended

                                                                2022            2021           31 December 2021

                                                               Unaudited       Unaudited       Audited
                                                               £'000           £'000           £'000
 Profit/(loss) after taxation attributable to the Parent       1,544           (581)           (1,012)

 Other comprehensive (expense)/income
 Items that will or may be re-classified into profit or loss:  (907)           11              (184)

 Exchange differences on translating foreign operations
 Total other comprehensive (expense)/income                    (907)           11              (184)

 Total comprehensive income/(expense) for the period           637             (570)           (1,196)

 

 

 

Consolidated statement of financial position

                                                      30 June 2022  30 June 2021  31 December 2021

                                                      Unaudited     Unaudited     Audited
                                                      £'000         £'000         £'000
 Assets
 Non-current assets
 Property, plant and equipment                        415           191           218
 Right-of-use assets                                  1,181         1,657         1,466
 Intangible assets                                    62,356        61,568        62,267
 Deferred tax assets                                  1,239         1,010         232
                                                      65,191        64,426        64,183
 Current assets
 Trade and other receivables                          5,851         5,364         5,403
 Contract assets                                      1,922         2,617         1,665
 Income tax receivable                                417           -             1,204
 Cash and cash equivalents                            6,504         8,084         9,139
                                                      14,694        16,065        17,411
 Total assets                                         79,885        80,491        81,594

 Equity and liabilities
 Equity attributable to owners of the Parent
 Called up equity share capital                       4,168         4,166         4,168
 Share premium account                                23,876        23,856        23,876
 Own share reserve                                    (298)         (510)         (609)
 Other reserves                                       536           536           536
 Foreign currency translation reserve                 (1,285)       (183)         (378)
 Retained earnings                                    19,798        18,524        18,288
 Total equity attributable to owners of the Parent    46,795        46,389        45,881
 Non-current liabilities
 Contract liabilities                                 571           -             60
 Lease liabilities                                    545           923           770
 Deferred tax liability                               6,639         5,214         6,831
 Provisions                                           146           146           144
 Contingent consideration                             3,978         2,581         3,575
                                                      11,879        8,864         11,380
 Current liabilities
 Trade and other payables                             16,619        19,706        19,616
 Lease liabilities                                    614           662           642
 Income tax payable                                   -             117           131
 Contingent consideration                             3,978         4,753         3,944
                                                      21,211        25,238        24,333
 Total liabilities                                     33,090       34,102        35,713
 Total equity and liabilities                         79,885        80,491        81,594

 

 

 

Consolidated statement of changes in equity

 

                                                             Share capital     Share premium     Own shares      Other reserves      Currency translation      Retained earnings     Total
                                                             £'000             £'000             £'000           £'000               £'000                     £'000                 £'000

 At 1 January 2021                                           3,508             4,341             (778)           536                 (194)                     19,453                26,866

 Attributable loss for the period                            -                 -                 -               -                   -                         (581)                 (581)
 Other comprehensive income                                  -                 -                 -               -                   11                        -                     11
 Total comprehensive expense                                 -                 -                 -               -                   11                        (581)                 (570)
 Issue of equity shares                                      656               20,344            -               -                   -                         -                     21,000
 Share issue costs                                           -                 (870)             -               -                   -                         -                     (870)
 Exercise of share options                                   2                 41                -               -                   -                         -                     43
 Share-based payment expense                                 -                 -                 -               -                   -                         174                   174
 Issue of shares held by Employee Share Ownership Trust      -                 -                 268             -                   -                         -                     268
 Dividend                                                    -                 -                 -               -                   -                         (522)                 (522)
 At 30 June 2021                                             4,166             23,856            (510)           536                 (183)                     18,524                46,389

 Attributable loss for the period                            -                 -                 -               -                   -                         (431)                 (431)
 Other comprehensive expense                                 -                 -                 -               -                   (195)                     -                     (195)
 Total comprehensive expense                                 -                 -                 -               -                   (195)                     (431)                 (626)
 Exercise of share options                                   2                 20                -               -                   -                         -                     22
 Share-based payment expense                                 -                 -                 -               -                   -                         195                   195
 Issue of shares held by Employee Share Ownership Trust      -                 -                 (99)            -                   -                         -                     (99)
 At 31 December 2021                                         4,168             23,876            (609)           536                 (378)                     18,288                45,881

 Attributable profit for the period                          -                 -                 -               -                   -                         1,544                 1,544
 Other comprehensive expense                                 -                 -                 -               -                   (907)                     -                     (907)
 Total comprehensive (expense)/income                        -                 -                 -               -                   (907)                     1,544                 637
 Share-based payment expense                                 -                 -                 -               -                   -                         436                   436
 Issue of shares held by Employee Share Ownership Trust      -                 -                 311             -                   -                         152                   463
 Dividend                                                    -                 -                 -               -                   -                         (622)                 (622)
 At 30 June 2022                                             4,168             23,876            (298)           536                 (1,285)                   19,798                46,795

 

 

Consolidated statement of cashflows

                                                            6 months ended  6 months ended  12 months ended

                                                            30 June         30 June         31 December 2021

                                                            2022            2021            Audited

                                                            Unaudited       Unaudited
                                                            £'000           £'000           £'000
 Cashflows from operating activities
 Profit/(loss) after taxation                               1,544           (581)           (1,012)
 Depreciation of property, plant and equipment              71              84              175
 Amortisation of intangible assets                          2,348           1,633           4,042
 Amortisation of right-to-use assets                        313             261             581
 Share-based payments                                       436             174             369
 Increase/(decrease) in trade and other receivables         68              (756)           (776)
 Increase in contract assets                                (139)           (1,172)         (220)
 (Decrease)/increase in trade and other payables            (1,271)         525             1,996
 (Decrease)/increase in contract liabilities                (1,874)         (340)           256
 Taxation                                                   (480)           256             1,443
 Exchange gain on financial instrument                      -               -               (330)
 Net finance costs                                          96              25              117
 Cash inflow from operations                                1,112           109             6,641
 Income taxes received                                      1,103           -               -
 Income taxes paid                                          (1,199)         (663)           (1,114)
 Net cash inflow/(outflow) from operating activities        1,016           (554)           5,527
 Cash flows from investing activities
 Exchange gain on financial instrument                      -               -               330
 Interest received                                          3               3               4
 Purchase of property, plant and equipment                  (295)           (22)            (145)
 Payments to acquire subsidiary undertakings (net of cash)  -               (17,676)        (19,639)
 Payments of contingent consideration                       (369)           -               (923)
 Payments to acquire intangible fixed assets                (2,392)         (1,745)         (4,150)
 Net cash used in investing activities                      (3,053)         (19,440)        (24,523)
 Cash flows from financing activities
 Interest paid                                              (48)            -               (39)
 Principal paid on lease liabilities                        (329)           (270)           (590)
 Dividends paid                                             (622)           (522)           (522)
 Share issue proceeds (net of costs)                        -               20,173          20,195
 Net cash (used in)/from financing activities               (999)           19,381          19,044

 Net decrease in cash and cash equivalents                  (3,036)         (613)           48
 Cash and cash equivalents at beginning of period           9,139           8,876           8,876
 Exchange adjustments                                       401             (179)           215
 Cash and cash equivalents at end of period                 6,504           8,084           9,139

 

 

Notes to the interim report

1.      Basis of preparation

Gresham Technologies plc (LSE: "GHT", "Gresham" or the "Company" or the
"Group" or the "Parent") is a Public limited company and is listed on the
London Stock Exchange. The Company's registered address is Aldermary House, 10
- 15 Queen Street, London, EC4N 1TX and the Company's registration number is
1072032.

 

These condensed interim financial statements are unaudited, have not been
reviewed by the Group's auditors, and do not constitute statutory accounts
within the meaning of the Companies Act 2006.

 

These condensed interim financial statements have been prepared on a going
concern basis and in accordance with IAS 34 'Interim Financial Reporting', the
Disclosure and Transparency Rules and the Listing Rules of the Financial
Conduct Authority, and were approved on behalf of the Board by the Chief
Executive Officer Ian Manocha and Chief Financial Officer Tom Mullan on 25
July 2022.

 

The accounting policies and methods of computation applied in these condensed
interim financial statements are consistent with those applied in the Group's
most recent annual financial statements for the year ended 31 December 2021.

 

The financial statements for the year ended 31 December 2021, which were
prepared in accordance with UK adopted International Financial Reporting
Standards ("IFRSs"). The auditors' opinion on those financial statements was
unqualified and did not contain a statement made under s498(2) or (3) of the
Companies Act 2006.

 

Copies of these condensed interim financial statements and the Group's most
recent annual financial statements are available from the Group's website
www.greshamtech.com or by writing to the Company Secretary at the Company's
registered office.

2.      Segmental information

The segmental disclosures reflect the analysis presented on a monthly basis to
the chief operating decision maker of the business, the Chief Executive and
the Board of Directors.

 

For management purposes, the Group is organised into the following reportable
segments:

·    Clareti Solutions - supply of solutions predominantly to the finance
and banking markets across Asia Pacific, EMEA and North America. Includes both
software and services that can be accessed in the cloud, on-premise or
deployed into hybrid environments. These primary offerings within this segment
include:

o  Clareti Control products (including the acquired Electra 'Reconciliation'
products)

o  Clareti Connect products (including the acquired Electra products except
for 'Reconciliation')

·    Other Solutions - supply of a range of well-established solutions to
enterprise-level customers in a variety of end markets

·      Contracting Services - supply of IT contracting services to one
banking customer.

 

Transfer prices between segments are set on an arm's length basis in a manner
similar to transactions with third parties. Segment revenue, segment expense
and segment result include transfers between business segments. Those
transfers are eliminated on consolidation

 

 

6 months ended 30 June 2022 (unaudited) - Segmental Information

                                                                           Other Solutions
                                                        Clareti Solutions  Software  Contracting  Consolidated

                                                                                     Services

 Revenue                                                16,381             2,430     4,168        22,979
 Cost of sales                                          (2,381)            (1,218)   (3,645)      (7,244)
 Gross profit                                           14,000             1,212     523          15,735
 Gross profit %                                         85%                50%       13%          68%
 Adjusted administrative expenses                       (12,782)           (55)      -            (12,837)
 Adjusted operating profit                              1,218              1,157     523          2,898
 Adjusted operating margin %                            7%                 48%       13%          13%

 Adjusting items:
 Exceptional costs                                                                                (145)
 Amortisation of acquired intangibles                                                             (1,157)
 Share-based payments                                                                             (436)
 Adjusting administrative expenses                                                                (1,738)

 Operating profit                                                                                 1,160

 Finance revenue                                                                                  3
 Finance costs                                                                                    (99)
 Profit before taxation                                                                           1,064
 Taxation                                                                                         480
 Profit after taxation                                                                            1,544

 Adjusted operating profit                                                                        2,898
 Amortisation of intangibles                                                                      1,191
 Depreciation of property, plant and equipment                                                    71
 Amortisation of right-of-use assets                                                              313
 Adjusted EBITDA                                                                                  4,473
 Development costs capitalised                                                                    (2,392)
 Principal paid on lease liabilities                                                              (329)
 Cash adjusted EBITDA                                                                             1,752

 Segment assets                                                                                   79,885
 Segment liabilities                                                                              (33,090)

 

6 months ended 30 June 2021 (unaudited) - Segmental Information

                                                                         Other Solutions
                                                      Clareti Solutions  Software  Contracting  Consolidated

                                                                                   Services
                                                      £'000              £'000     £'000        £'000
 Revenue                                              9,856              2,468     2,467        14,791
 Cost of sales                                        (1,414)            (1,181)   (2,151)      (4,746)
 Gross profit                                         8,442              1,287     316          10,045
 Gross profit %                                       86%                52%       13%          68%
 Adjusted administrative expenses                     (8,614)            (71)      -            (8,685)
 Adjusted operating (loss)/profit                     (172)              1,216     316          1,360
 Adjusted operating margin %                          (2%)               49%       13%          9%
 Adjusting items:
 Exceptional costs                                                                              (1,482)
 Amortisation of acquired intangibles                                                           (516)
 Share-based payments                                                                           (174)
 Adjusting administrative expenses                                                              (2,172)

 Operating loss                                                                                 (812)

 Finance revenue                                                                                3
 Finance costs                                                                                  (28)
 Loss before taxation                                                                           (837)
 Taxation                                                                                       256
 Loss after taxation                                                                            (581)

 Adjusted operating profit                                                                      1,360
 Amortisation of intangibles                                                                    1,117
 Depreciation of property, plant and equipment                                                  84
 Amortisation of right-of-use assets                                                            261
 Bank charges                                                                                   (9)
 Adjusted EBITDA                                                                                2,813
 Development costs capitalised                                                                  (1,745)
 Principal paid on lease liabilities                                                            (270)
 Cash adjusted EBITDA                                                                           798

 Segment assets                                                                                 80,491
 Segment liabilities                                                                            (34,102)

 

Gross margin and reporting reclassification

The interim statement for the period ended 30 June 2021 included the Group's
fixed margin contracting services business with third party contractor costs
included within cost of sales and fixed term contractors paid through the
Groups' payrolls being disclosed as administrative expenses. To provide more
relevant and reliable information for the year ended 31 December 2021 all
contractor costs incurred under the Group's contracting business were
disclosed as cost of sales regardless of how the contractor was paid. This
adjustment was disclosed as a prior year restatement in the Group's financial
statement for the year ended 31 December 2021.

As a result, the comparative information for the period to 30 June 2021
included within this statement have been restated for this change in
accounting treatment. The effect of this change is that cost of sales
increased by £1,054,000 to £4,746,000 with administrative expenses
decreasing by £1,054,000 to £8,685,000. There was no impact to retained
earnings.

 

Adjusted EBITDA

Adjusted EBITDA is calculated as EBITDA excluding exceptional items and
share-based payments, reconciled as follows:

 

                                                6 months      6 months    12 months ended

                                                 ended         ended       31 December 2021

                                                30 June       30 June     Audited

                                                2022          2021

                                                 Unaudited    Unaudited
                                                £'000         £'000       £'000
 Profit/(loss) before taxation                  1,064         (837)       431
 Adjusting items:
 Amortisation of intangibles                    2,348         1,633       4,042
 Depreciation of property, plant and equipment  71            84          175
 Amortisation of right-to-use assets            313           261         581
 Notional interest on lease liabilities         20            19          43
 Finance revenue                                (3)           (3)         (4)
 Interest payable                               79            -           78
 EBITDA                                         3,892         1,157       5,346

 Exceptional items                              145           1,482       1,491
 Share-based payments                           436           174         369
 Adjusted EBITDA                                4,473         2,813       7,206

 

 

Exceptional items

 

An analysis of exceptional items included within the Income statement is
disclosed below:

 

                                                     6 months    6 months ended  12 months ended

                                                     ended       30 June         31 December 2021

                                                     30 June     2021            Audited

                                                     2022        Unaudited

                                                     Unaudited
                                                     £'000       £'000           £'000
 Acquisition and associated integration costs        145         1,805           1,814
 Implementation of new ten-year share option scheme  -           7               7
                                                     145         1,812           1,821
 Gain on forward foreign exchange contract           -           (330)           (330)
                                                     145         1,482           1,491

 

 

3.      Taxation

 

                                                             6 months    6 months ended  12 months ended

                                                             ended       30 June         31 December 2021

                                                             30 June     2021            Audited

                                                             2022        Unaudited

                                                             Unaudited
                                                             £'000       £'000           £'000
 Current income tax
 Overseas tax credit - adjustment to previous periods        -           (99)            (93)
 Overseas tax charge - current period                        719         433             1,118
 UK corporation tax credit - adjustment to previous periods  -           -               (1,045)
 Total current income tax                                    719         334             (20)

 Deferred income tax
 Movement in net deferred tax asset                          (1,199)     (467)           1,231
 Tax rate change adjustments                                 -           (123)           232
 Total deferred income tax                                   (1,199)     (590)           1,483

 Total (credit)/charge in the income statement               (480)       (256)           1,443

 

The prior period UK corporation tax prior period adjustment to prior periods
relates to the cash credit received upon the surrender of losses.

4.      Earnings per ordinary share

Basic earnings per share amounts are calculated by dividing net profit for the
period attributable to ordinary equity holders of the Parent by the weighted
average number of ordinary shares outstanding during the period.

 

Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the Parent by the weighted average
number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on the conversion of
all the dilutive potential ordinary shares into ordinary shares.

 

The following reflects the earnings and share data used in the basic and
diluted earnings per share computations:

 

                                                           6 months    6 months     12 months ended

                                                           ended        ended      31 December 2021

                                                           30 June     30 June     Audited

                                                           2022        2021

                                                           Unaudited   Unaudited

 Basic weighted average number of shares                   83,364,458  70,763,791  77,132,796
 Dilutive potential ordinary shares
            Employee share options - weighted              1,799,004   1,361,641   890,100
 Diluted weighted average number of shares                 85,163,462  72,125,432  78,022,896

 

 

 

                                                                       6 months    6 months    12 months ended

                                                                        ended       ended       31 December 2021

                                                                       30 June     30 June     Audited

                                                                       2022        2021

                                                                       Unaudited   Unaudited
                                                                       £'000       £'000       £'000

 Adjusted earnings attributable to owners of the Parent                3,282       1,591       3,919
 Adjusting items:
 Exceptional items                                                     (145)       (1,482)     (1,491)
 Amortisation of acquired intangibles                                  (1,157)     (516)       (1,673)
 Deferred tax charge on inter-group sale of intellectual property      -           -           (1,398)
 Share-based payments                                                  (436)       (174)       (369)
 Statutory earnings attributable to owners of the Parent               1,544       (581)       (1,012)

 Earnings per share:
 Statutory
 Basic earnings per share - pence                                      1.85        (0.82)      (1.31)
 Diluted earnings per share - pence                                    1.81        (0.82)      (1.31)

 Adjusted
 Basic earnings per share - pence                                      3.94        2.25        5.08
 Diluted earnings per share - pence                                    3.85        2.21        5.02

 

 

There have been no transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of this
interim statement.

 

5.      Dividends paid and proposed

Amounts recognised as distributions to equity holders during the period:

 

                                                                               6 months    6 months ended   12 months ended

                                                                               ended       30 June         31 December 2021

                                                                               30 June     2021            Audited

                                                                               2022        Unaudited

                                                                               Unaudited
                                                                               £'000       £'000           £'000
 Final dividend
 Final dividend for the year ended 31 December 2021 of 0.75 pence per share    622         -               -
 Final dividend for the year ended 31 December 2020 of 0.75 pence per share    -           522             522
                                                                               622         522             522

 

6.      Statement of directors' responsibilities

The Directors are responsible for preparing the half-yearly financial report,
in accordance with applicable law and regulations.

 

The Directors confirm, to the best of their knowledge, that this condensed set
of financial statements:

·      has been prepared in accordance with IAS 34; and

·      includes a fair review of the information required by Rules 4.2.7
and 4.2.8 of the Disclosure and Transparency Rules of the United Kingdom
Financial Conduct Authority (as detailed in the Chief Executive review).

The principal risks and uncertainties facing the Group for the period ending
30 June 2022 and anticipated for the remainder of the year ended 31 December
2022; remain consistent with those disclosed in the Group's financial
statements for the year ended 31 December 2021, which are available from
www.greshamtech.com (http://www.greshamtech.com) .

7.      Related party transactions

No related party transactions have taken place during the first six months of
the year that have materially affected the financial position or performance
of the Company.

Key management compensation

                                6 months    6 months ended   12 months ended

                                ended       30 June         31 December 2021

                                30 June     2021            Audited

                                2022        Unaudited

                                Unaudited
                                £'000       £'000           £'000
 Directors' emoluments
 Remuneration                   326         323             648
 Bonuses                        129         109             401
 Pension                        11          11              22
 Share-based payment charges    151         43              116
                                617         486             1,187

 

 

 

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