REG - Software Circle PLC - Final Results
24/07/2024 07:00
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RNS Number : 5515X Software Circle PLC 24 July 2024
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK Market Abuse
Regulation. With the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
24 July 2024
Software Circle plc
("Software Circle", "the Company" or "the Group")
Preliminary Results for the year ended 31 March 2024
Software Circle plc (AIM: SFT) announces its full year audited results for the
year ended 31 March 2024.
Financial highlights
2024 2023
Revenue £16.2m £12.5m
Operating EBITDA* £2.8m £1.3m
aEBITDA* £1.7m £0.4m
Total comprehensive loss £(2.4)m £(1.6)m
EPS (0.9)p (1.4)p
Cash generated from operating activities £2.6m £0.3m
Cash and cash equivalents £15.4m £2.0m
Operating cash flow per share* 0.6p (0.1)p
Net cash / (debt) £6.9m £(16.7)m
*Alternative performance measures defined in note 17
Strategic highlights
● Change of name to Software Circle plc
● Raised £23.1m net of issue costs through issuance of additional
equity
● Acquisition of Arc Technology Limited
● Agreed to sale of the printing.com domain for £1.8m
● Combined organic revenue growth in acquired companies of 7%
● £5.1m of revenue growth added through acquisition
● Increased earnings in acquired companies of 20%
● Increased Recurring Revenues from 35% to 57% of Total Sales
For further information:
Software Circle plc
Gavin Cockerill (CEO) 07968 510 662
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales and Corporate Broking)
Chairman's Statement
This will be my last Chairman's statement as I will retire from the board at
this year's AGM.
A lot of time has passed since I became Chairman and the business has changed
tremendously. I will try to self-assess the board's work over the last few
years later.
But let's start with the scorecard of the 2023/24 financial year:
Operational Performance
In the last financial year, our revenue from continuing operations increased
by 38% to £16.2m (2023: £11.7m) driven by a full year contribution from our
acquisitions during the prior year.
This year we have introduced some Alternative Performance Measures (APMs) that
we feel better reflect the performance of the Group. These are defined and
explained in note 17. Operating EBITDA increased to £2.8m (2023: £1.3m). As
a result of higher amortisation charges and one time impairments, our total
comprehensive loss for the year increased to £2.4m versus £1.6m last year.
We finished the financial year with cash of £15.4m (2023: £2.0m) and net
cash of £6.9m (2023: net debt £16.7m). We raised £23.1m through the
issuance of additional equity and invested £4.1m, net of cash, on the
acquisition of software companies. This included one new acquisition during
the year, Arc Technology Limited, and deferred consideration related to the
prior year's acquisitions.
In the Chief Executive's Statement and Financial Review, we are going to
provide some additional colour on the underlying revenues and profits of the
Group.
People at Software Circle
A unique (and not obvious) part of the Software Circle transformation has been
influenced by Matthias Riechert - first as an engaged shareholder, later as a
non-executive board member. Matthias has brought us great insights from other
serial acquirers about what works and what doesn't. I've got to know him as a
strong voice to always focus on first principles. That has been a healthy and
important voice in this transformation.
The last eight years
When I first addressed you as Chairman in the 2017 annual report, I set out
three areas where a non-executive board member can add value to a company.
It's a good time to self-evaluate how the non-executive board performed during
my tenure:
1. On "Finding the right governance structure":
Any successful transformation in a public company setting needs an aligned
board willing to make hard decisions. Over the last eight years our NED team
did not fear making hard and drastic changes to the business. I think that has
served us well. However, we clearly need to evolve our governance structure.
Software Circle is a dramatically different business from eight years ago both
in terms of scope (software versus print!) and size (market cap up from £5m
to £70m!). In addition, our future board needs to be much more reflective of
our operating businesses. We need more software knowledge, we need more serial
acquisition knowledge, we need much more diverse backgrounds and experiences.
In my NED leadership, I think I emphasised speed and effectiveness over the
best long-term structures. Maybe that's what a transformation needs. However,
as Chairman, I should have tackled the evolution of our NED composition much
earlier and now leave quite a bit of work for whoever succeeds me.
2. On "Setting incentives right":
Right incentives need the right strategy. The first strategic iteration to
acquire signage businesses proved to be a failure. While testing and trying
are important virtues of entrepreneurialism, the non-executive board - under
my leadership - was too slow to correct course. That caused us a significant
delay in pivoting. We did eventually pivot and arrived at the current
strategy. It was clear from the beginning that the new strategy also needed
new incentives for the executive team. I strongly believe that we have built a
sufficiently simple remuneration scheme that is fully aligned with shareholder
value creation over long periods of time. Please take a look at the
remuneration report for more detail. On balance, we achieved what needed to be
achieved.
3. On "Driving capital allocation":
Capital allocation needs to take place in the context of a strategy. With the
new focus on acquiring software companies, we have unlocked an allocation
opportunity that may be very substantial. Many software companies in the UK
and Ireland are looking for a new home. Maybe to get a partner for the next
phase of growth. Maybe to find a solution for succession of leadership. We
believe that Software Circle can run a large group of these businesses in a
responsible manner and thus create a stable and nicely growing public company.
The math of this strategy suggests that we can deploy substantial amounts of
equity and debt at attractive valuation, driving high earnings per share
accretion. We can see early evidence of this value creation in this year's
financial performance. I'm convinced that the coming years will show an
increasingly bright future. While it took us a bit longer than I hoped for, we
have finally found an allocation opportunity we are very excited about.
Outlook and Future Board Composition
I'm really pleased that the Group's strategy is set and the management team
has perfect clarity on what needs to happen. Gavin does a great job in the CEO
statement to walk you through which "gates" Software Circle had to move
through and which gates are ahead. To me, it's very clear that Software Circle
will become one of the great success cases of publicly traded serial
acquirers.
What makes me so sure about Software Circle is our executive team. The
transformation of the recent years was only possible because of Gavin, Iain,
Richard and Roman. I have no doubt that they will continue to deliver and I
cannot be more proud of what they have achieved.
With the ending of my tenure the non-executive board composition will change.
To that end, we have been running a structured process over recent months and
will announce results soon. What I can share at this point is that I'm excited
for Software Circle and the calibre of talent we will be able to attract as
NEDs. More soon.
I'm really looking forward to our AGM which will take place in September 2024.
I hope to see you there.
This will be my last AGM as chairman. Tough reality for a fish and chips
connoisseur! To that end, I'm looking forward to attending many more AGMs
representing Chapters Group as the anchor shareholder of Software Circle.
Thank you very much for your trust over the last eight years.
Jan-Hendrik Mohr
Chairman
Chief Executive's Statement
Dear Shareholders,
Last year I noted that our newly expanded portfolio of companies represented a
change in our operational approach and fundamentally altered the way we
understand our identity and report our performance. This year, that has become
even more evident. Since then, we've brought new acquisitions into the Group
and driven organic growth as we worked with some of our business units over a
full year for the first time. You'll see new measures and metrics that better
assess our progress as a business. We've said farewell to an 'old friend' with
the sale of the printing.com domain and we've changed our name to better
reflect who we are today. Suffice to say, our first year as Software Circle
plc has been an eventful one.
It has been a year of further progress, despite having to navigate through
some headwinds with our discontinued operations. More on that later. Whilst we
are still in the very early stages of our aim to become a serial acquirer of
vertical market software ("VMS") companies, we have moved through another gate
in our journey and we are cautiously optimistic about the future.
We'd like to welcome our new teams and businesses that have joined the Group
and sincerely thank all of our teams for their hard work and dedication. We
would not have progressed as we have without them and the journey would no
doubt be a lot less fun. As we scale our business, attracting the same kind of
talented people and businesses with a culture that fits, is of utmost
importance to us.
Our story so far
We view our journey in stages. Each 'gate' a milestone to be achieved in the
winding path of an uphill climb. In FY22, we set about pivoting our business,
separating and divesting of our production operation, to focus on and invest
in building the structure required to become a serial acquirer of VMS
businesses. Setting our guardrails and getting the right talent in the right
seats. Moving us through Gate 1.
In FY23, the next step in the transformation was to ramp up our acquisition
activity. Building a well developed deal process and acquisition 'flywheel'
which resulted in a healthy pipeline of deal flow and four new acquisitions
funded through the issue of £11.2m of bonds at nominal value with a cash
value of £9.5m before expenses. Taking us through Gate 2.
In FY24, the focus was two fold. Firstly, to deliver organic growth in the
operating units we've acquired that would be contributing in full for the year
in order to achieve an adjusted EBITDA target of 10-15% of sales. Secondly, to
raise equity that would allow us to repeat our progress and provide the Group
capital to enable the acquisition of the next crop of VMS businesses with the
right profile, at the appropriate multiples of adjusted EBITDA. Our current
point, Gate 3.
Having added Arc Technology Limited ("Arc") in February 2024, the first within
our Ed Tech segment, and our most recent acquisition Be The Brand Experience
Limited ("Bethebrand") which completed in May 2024, we've now begun to deploy
the capital we raised in September 2023.
Arc, an education technology platform operating in the UK and Ireland, was
acquired for a consideration of £1.4m plus an earnout of up to £0.6m. Arc
provide software services for academic institutions offering a powerful,
fully-integrated administrative software suite, allowing students, tutors and
departmental staff to become empowered users of academic and institutional
information.
The core platform enables university placement teams to centrally administer
student placements, providing information about practice environments in which
students undertake practice-based learning.
Ned Bishay founded the business in 1990. Thankfully, a year of number 1 tracks
like NKOTB's 'Hangin' Tough' and 'Vanilla Ice's 'Ice Ice Baby' did not prove
too distracting for him. Ned remains with the business. Further information on
the acquisition of Arc is available in note 14.
Bethebrand, a marketing compliance and digital asset management platform, was
acquired for a consideration of £3.5m. The second within our Professional
Services segment focussed on financial services. Bethebrand's integrated and
configurable SaaS solution offers clients providing regulated UK financial
services a workflow and digital asset management system that helps maintain
compliance and audit trails for the marketing of those financial services.
The business has been in operation for over two decades. Adam Hainsworth,
Managing Director, will remain with the business for 12 months to oversee the
transition. The other shareholders, Guy Hainsworth and Jes Ongley, will
remain, continuing to lead the team of thirteen staff.
Today, Software Circle is home to a stable of seven software business units.
Four of those businesses were acquired during the latter stages of the
previous financial year and have fully contributed to FY24. The impact of Arc
was minimal having only been acquired during February 2024. BetheBrand was
acquired in May 2024 and will therefore contribute to FY25.
Our Current Portfolio:
Operating Unit Segment Acquired Group Sales FY24 Group Sales FY23
Nettl Systems Graphics & Ecommerce n/a £8.4m £9.5m
Vertical Plus Graphics & Ecommerce 01/10/22 £2.1m £1.0m
Watermark Professional Services 07/12/22 £1.4m £0.4m
CareDocs Health & Social Care 18/01/23 £2.6m £0.6m
TopFloor Property 17/02/23 £1.6m £0.2m
Arc Technology Education 21/02/24 £0.1m -
Bethebrand Professional Services 30/05/24 - -
Total £16.2m £11.7m
*Group Sales refers to the contribution to the Group from the point of
acquisition
With four of our acquisitions contributing in full, we've grown again this
year, ending the full year with sales from continuing operations of £16.2m
(2023: £11.7m). An increase of £4.5m. We have achieved a collective topline
organic growth of 7% across the four acquired business units, excluding Arc.
However, the decline in the Nettl Systems business, part of our Graphics &
Ecommerce revenue segment, meant an overall decline in like for like sales of
4% when we compare a full 12 months for FY23 and FY24.
Like for Like Organic Growth:
*Unaudited management accounts
OpCo Segment Sales FY24 Sales FY23 Growth % Growth
Nettl Systems Graphics & Ecommerce £8.4m £9.5m -£1.1m -12%
Vertical Plus Graphics & Ecommerce £2.1m £1.9m* £0.2m 11%
Watermark Professional Services £1.4m £1.3m* £0.1m 8%
CareDocs Healthcare £2.6m £2.6m* £0.0m 0%
TopFloor Property £1.6m £1.4m* £0.2m 14%
Acquisitions £7.7m £7.2m £0.5m 7%
Group Total 16.1m 16.7m -£0.6m -4%
The decrease of £1.1m in our Nettl Systems business dented our topline run
rate expectation for the year. The downturn was driven by the impact of Works
Manchester Limited ("WML") going into administration - our discontinued
operation divested of in May 2022 to Rymack Sign Solutions Limited ("Rymack"),
becoming Nettl's largest supplier of printed products sold through the
software platform. This along with the wider macro-economic environment
remaining uncertain throughout, impacted revenues, in the main, associated
with non recurring product sales. Some additional bad debt provisions, as
prior year receivables remained unpaid, further impacted Nettl's profitability
for the financial year.
Although the mess from the WML administration created short term challenges
for our Nettl business, those challenges have been largely overcome. Its
performance this year does not reflect the underlying strength of the Nettl
Systems business and our expectations for it in the upcoming year.
The impact is short term, but nonetheless, significant for the year. We
reported in the Company's interim results on 27 November 2023 that, due to our
reduced confidence of receiving payment of any deferred consideration from
Rymack in relation to the sale of WML, the carrying value of the total
receivable of £2.8m due under the sale and purchase agreement had been
reduced by a further £1.4m to £0.4m.
As announced in our update of 2 April 2024, WML's administration meant that
the remaining deferred consideration was written down which, together with
outstanding charges due from WML and net of trading balances due to Rymack's
group that the Company has set off, resulted in a further charge of £0.2m.
In addition to this, as a consequence of WML's administrator vacating the hub
in Trafford Park, the Company, as a guarantor of the lease, became liable for
unpaid rent arrears, ongoing rent for the remainder of the lease term and
dilapidations. The Company agreed a full and final settlement of this
liability with the landlord for £0.6m. This was paid during April 2024 and is
included as a liability in the FY24 financial statements.
The above, combined with some additional costs on liquidating our operating
entity in France, means exceptional items for FY24 total £2.4m.
This has not shifted our focus away from driving forward with the strategy to
become a serial acquirer of vertical market software businesses. Neither
should it mask the underlying strength and improvements in our continuing
operations.
The decision to complete the sale of the printing.com domain, also announced
in April 2024, reflects the changed nature of the business and our approach to
capital allocation. The £1.8m consideration will be recognised in the
upcoming financial year ending 31 March 2025 and therefore is not included in
the £15.4m of Cash and Cash Equivalents listed in the Consolidated and
Company statement of financial position. Net cash for the year ended 31 March
2024 is £6.9m (2023: Net Debt of £16.7m)
Two key measures of progress for the Group are: Operating EBITDA, a measure of
the cash generative profitability of our portfolio and Adjusted EBITDA
("aEBITDA"), a measure of how efficiently the Group manages that portfolio to
generate free cash flow.
Operating EBITDA being the EBITDA of operating units before central costs,
exceptional items, excluding impact of R&D capitalisation. By that
measure, our operating businesses have collectively generated a positive
Operating EBITDA of £2.8m (2023: £1.3m) a 17% EBITDA margin at operating
level. Our four acquisitions contributing in full for FY24 collectively
generated an Operating EBITDA margin of 33%, reflecting the changing profile
of the business.
Group central costs are £1.1m (2023: £0.9m), excluding the associated
non-recurring deal costs and one-off bonuses involved in the acquisitions to
date of £0.3m (2023: £0.4m). Central costs are currently 7% of Sales, we
expect this percentage to decline as we scale.
Adjusted EBITDA, being Operating EBITDA less central costs, of £1.7m is a 10%
margin of sales before exceptional items and the improvement effect of R&D
capitalisation. This is within the range of our stated Adjusted EBITDA aim at
'Gate 3'.
During the year, we've added £5.1m of revenue growth through acquisition. We
intend to continue this trend utilising the funds raised through the equity
issuance as announced on 15 September 2023. As we seek to deploy this capital,
we remain focussed on quality, irrespective of pace. We're continually
reaching out to and evaluating VMS business targets, as owners look to retire,
succession plan or be part of something bigger. We find potential acquisitions
through our outreach program, engaging with niche, business-to-business, and
mission-critical platforms.
We look for VMS businesses where the majority of revenues are recurring in
nature and logo churn is low. The sustainability of our strategy is
underpinned by the recurring revenue model. This approach allows for a more
reliable revenue stream, promoting long-term stability.
The Group's recurring revenues for the year increased to £9.2m (2023:
£4.1m). 57% of total sales are now recurring compared with 35% in the prior
year. 91% of sales are recurring for the five acquisitions that form part of
the Group for the financial year ending 31 March 2024.
The increase in recurring revenues associated with Licences and Subscriptions
in turn drives an increase in gross margin. The profile of newly acquired
VMS businesses within our portfolio would typically have gross margins above
80%. Improving the Group's gross margin to 63% (2023: 49%). As we add more VMS
businesses to the Group we expect that trend to continue.
Whilst we use several metrics to help improve and measure success within our
portfolio, measuring year-on-year Revenue Growth % + EBITDA % is a useful
barometer. By that measure, our portfolio of acquired business units
contributing in full for the year are collectively at 40%. That's a good
starting point. A quality score or key performance marker indicating a healthy
portfolio.
In addition to the organic growth driven across the Group, by benchmarking key
performance metrics, providing focus, structure and know-how around
operational best practice, we have also increased the earning power of our
operating units. When we compare the Operating EBITDA achieved versus the
expectations at valuation, the best comparison for year 1, we've improved
earnings by 20%. An increase of £0.4m.
This has improved our Return on Capital Deployed ("ROCD") from what we had
originally expected. This is a measure of the total cash deployed to date,
including related expenses versus the Operating EBITDA in the year. For the
four acquisitions contributing in full for the year, ROCD at an operating
level for FY24 is 24%. These improvements have also carried through to our
Operating Cash Flow (from operations and other investing activities) Per
Share, up by 0.7p to 0.6p. Maximising this measure in the long term is the
number one financial priority for us.
The next gate
Having reached our aims at 'Gate 3', our focus for the upcoming year is to
continue our search for businesses that match our criteria. Utilising the
funds raised through equity to acquire VMS businesses. Deploying capital,
driving organic growth, improving Earnings Per Share and long term value for
our Shareholders.
We intend to deploy the remaining capital, without going below our set 'hard
deck' of available cash requirements. By then, assuming a similar profile of
businesses coming into the Group, we'd expect annualised sales to reach
approximately £25m with an aEBITDA run rate goal of 15-20% of sales. We'll
have reached 'Gate 4' at this point. We have the capital to deploy and our
pipeline remains healthy enough to enable the achievement of this goal. 'Gate
4' is unlocked and in sight.
Looking beyond that, reaching the next gate will require the Group to
establish appropriate debt facilities to invest alongside equity raised in a
prudent mix, maximising Earnings Per Share and minimising the Cost of Capital.
The existing bond facilities played a vital role in the early stages of our
development, but the terms of them restrict the Group's ability to access
wider bank lending facilities.
Therefore, later this year, the Group intends to restructure its balance sheet
and finance the redemption of the remaining £6.7m of bonds at par. This will
enhance the Group's ability to access ongoing institutional debt funding,
reducing the cost of capital for M&A opportunities in the future.
Current trading and outlook
Our new financial year began in April, and I'm pleased to report that trading
continues to align with our internal forecasts. The performance of our newly
acquired business units has been particularly encouraging, meeting our
expectations and reinforcing the strength of our strategic direction. With the
organic growth we've driven and acquisitions we've added to the Group,
including Arc and the most recent Bethebrand, on a run-rate basis, annualised
sales would be approximately £18m. We're therefore cautiously optimistic
about the upcoming year. With a full year's trade from our newly acquired
businesses, excluding the one-time transaction of £1.8m for the sale of the
printing.com domain announced in April 2024, our goal of achieving an aEBITDA
at 12-15% of sales, remains a realistic target.
As we look ahead, our strategy remains focused on identifying and acquiring
businesses that align with our criteria. The remaining capital from our latest
fundraise will be strategically deployed to further strengthen our portfolio
and drive sustainable growth. We are committed to maintaining our disciplined
approach to acquisitions, ensuring that each addition enhances our overall
value proposition and supports our long-term objectives.
In closing, I would like to extend my sincere gratitude for your continued
support. Your confidence in our vision and strategy has been instrumental in
our progress. I look forward to providing further updates and meeting you in
person at our Annual General Meeting in September. Thank you once again for
your commitment to our journey.
Gavin Cockerill
Chief Executive Officer
Multi-year review of financial performance
SUMMARY INCOME STATEMENT £000 2024 2023 2022
Recurring revenue 9,210 4,104 2,135
Non-recurring revenue 6,955 7,573 6,781
Total Revenue 16,165 11,677 8,916
Operating EBITDA 2,784 1,315 217
Central costs (1,133) (947) (576)
aEBITDA 1,651 368 (359)
Acquisition costs (347) (353) -
Development costs capitalised 1,133 390 525
Depreciation and amortisation (3,551) (1,556) (944)
Impairments and exceptionals (2,111) (805) -
Operating loss (3,225) (1,956) (778)
Net finance costs (256) (695) (340)
Tax 1,111 1,243 559
Net loss from continuing operations (2,370) (1,408) (559)
Net loss from discontinued operations - (203) (1,277)
Net loss (2,370) (1,611) (1,836)
SUMMARY STATEMENT OF FINANCIAL POSITION £000 2024 2023 2022
Property, plant and equipment 1,242 1,384 1,077
Intangible fixed assets 15,302 16,266 1,391
Other assets 2,451 3,976 4,297
Cash and cash equivalents 15,391 1,994 1,462
Total assets 34,386 23,620 8,227
Equity 21,681 928 2,488
Interest-bearing liabilities 8,495 18,716 4,150
Non-interest-bearing liabilities 4,210 3,976 1,589
Equity and liabilities 34,386 23,620 8,227
SUMMARY STATEMENT OF CASH FLOWS £000 2024 2023 2022
Loss for the year from continuing operations (2,370) (1,408) (559)
Adjustments for non-cash items 4,386 1,936 732
Operating cash flow before changes in working capital 2,016 528 173
Cash flow from changes in working capital 283 (396) 100
Cash flow from interest and taxes 328 72 -
Cash flow from operating activities 2,627 204 273
Cash flows from other investing activities (1,178) (349) (572)
Cash flow from operating and other investing activities 1,449 (145) (299)
Capital deployed acquiring subsidiaries (4,100) (8,367) -
Cash flows from financing activities 16,050 9,035 (378)
Cash flow for the year from continuing operations 13,399 523 (677)
FX on cash (2) - -
Cash flow on discontinued operations - 9 (472)
Cash movement for the year 13,397 532 (1,149)
REVENUE ANALYSIS £000 2024 2023 2022
Opening 11,677 8,916 6,944
Acquisition growth 5,144 2,145 -
Organic growth (661) 616 1,972
Closing 16,165 11,677 8,916
CAPITAL DEPLOYED £000 2024 2023 2022
Opening 11,046 2,326 2,326
Capital deployed on new acquisitions 4,100 8,367 -
Acquisition related costs 347 353 -
Closing 15,493 11,046 2,326
KEY FINANCIAL PERFORMANCE INDICATORS (CONTINUING OPERATIONS) 2024 2023 2022
Change in revenue, % 38.4 31.0 28.4
Change in recurring revenue, % 124.4 92.2 2.8
Organic revenue growth rate, % (4.5) 5.6 28.4
Run-rate ARR, £000 10,116 9,132 2,364
Operating EBITDA margin, % 17.2 10.8 2.4
Operating return on capital deployed, % 21.0 18.9 9.3
aEBITDA margin, % 10.2 2.7 (4.0)
Return on capital deployed, % 12.4 4.7 (15.4)
Net debt / equity ratio, times (0.3) 18.0 1.1
Interest cover ratio, times 6.4 0.5 (1.1)
Earnings per share, pence (0.9) (1.2) (0.5)
Operating cash flow per share, pence 0.6 (0.1) (0.3)
Closing share price, pence 15.3 9.3 5.4
Financial Review
Alternative performance measures (APMs)
The Group has adopted alternative performance measures ("APMs") in order to
provide readers of the accounts with a clearer picture of the Group's actual
trading performance and future prospects. These are defined in note 17.
Year in overview
In the previous year's annual report, we stated that on a run-rate basis
annualised revenue would be approximately £17m and our stated goal of
reaching 10%-15% EBITDA was a realistic target for the upcoming year.
The acquired business in FY 2023 have delivered as expected, however the Group
did not reach the stated £17m with the Nettl business suffering a difficult
year. Its main supplier of products, Works Manchester Limited ("WML"), sold by
Software Circle in May 2022 to the PFI Group at the inception of our strategy
pivot, struggled for cash flow and profitability as prices of inputs continued
to rise. These issues ultimately resulted in the wider PFI Group going into
administration, impacting sales within Nettl whilst we integrated replacement
suppliers.
Profitability levels have been impacted by related impairments and exceptional
costs. Despite this, the Group achieved an aEBITDA of £1.7m, within our
stated range.
Revenue
Group revenue for the year was £16.2m, (2023 from continuing operations:
£11.7m), an increase of 38%. The impact of acquisitions has resulted in
growth of £5.1m (2023: £2.2m). Excluding our Nettl division, the Group has
experienced organic growth of 7%. Nettl has been impacted by the
administration of its major product supplier and wider macro-economic
uncertainty, resulting in a revenue decline of £1.1m. As a result, like for
like revenue as a whole fell by 4%.
The proportion of recurring revenue increased to 57% (2023: 35%) reflecting
the recurring nature of the businesses brought into the Group through
acquisition.
Profitability
The operating loss for the year was £3.2m (2023: £2.0m). This is due to two
main factors. One is the impact of non-recurring impairments and exceptional
items. The other is the increased amortisation of intangible assets created on
the acquisition of software businesses. To provide a true reflection on the
Group's profitability, we review the following APMs.
Operating EBITDA rose to £2.8m (2023: £1.3m), a margin of 17% (2023: 11%)
due to a full year of contribution by businesses acquired in the previous year
which operate at a higher level of profitability.
aEBITDA has risen to £1.7m (2023: £0.4m), a margin of 10% (2023: 3%). Whilst
operating EBITDA has increased by 112% year on year, the central Software
Circle overhead has increased by only 20%.
Development costs have increased to £1.1m (2023: £0.4m) due to the increased
number of operating units. We continue to invest in each of our operating
platforms, whether that has been modernising the user experience, modularising
features or the continued development of web-first platforms.
Depreciation and amortisation charges have increased to £3.6m (2023: £1.6m)
with a full year of charge against customer and technology related assets
acquired in FY 2023.
Impairments and exceptional costs have increased to £2.1m (2023: £0.8m),
£1.4m (2023: £0.8m) of which is a further impairment charge recognised
against consideration due in respect of the May 2022 sale of WML to Rymack
Sign Solutions following the administration of both of those businesses. In
addition, exceptional charges have arisen totalling £1.0m in relation to
lease guarantees in connection with the WML disposal and other costs incurred
due to the liquidation of our operating entity in France. A fair value credit
of £0.3m (2023: nil) has been recognised in respect of contingent
consideration following a reduction in the likelihood of post-acquisition
performance targets being met.
Finance costs
Net finance costs have reduced to £0.3m (2023: £0.7m). Of the opening
£14.2m nominal value of bonds, £7.5m were settled during the year. Net of
value adjustments on settlement, cost in relation to bonds fell to £0.3m
(2023: £0.6m). Interest on deferred consideration rose to £0.2m (2023:
£0.1m). Following the equity raise in September 2023, surplus funds have been
held in a 30-day notice account, resulting in an increase in interest income
to £0.4m (2023: £0.1m). With improved profitability and reducing interest
costs, the interest cover ratio has improved to 6.4 (2023: 0.5).
Taxation
The Tax credit is £1.1m (2023: £1.4m) as the Group recognises further tax
losses and releases deferred tax liabilities in line with the amortisation of
intangible assets.
Assets
Total assets have risen to £34.4m (2023: £23.6m) with the Group holding
significant cash reserves following the equity raise in September 2023. We
expect to deploy these reserves on acquisitions that meet our criteria in the
near future.
Equity
In September 2023, we raised £23.1m of additional equity after costs to
recapitalise our statement of financial position and provide the funding for
future acquisitions. The heavy burden of amortisation of intangibles arising
as part of the acquisition process, plus the impairments and exceptionals
items in the year, have led to a net loss of £2.4m (2023: £1.6m) and a
resulting earnings per share for the year of -0.9p (2023: -1.4p).
Interest-bearing liabilities
Following the issuance of equity, the Group repurchased and subsequently
cancelled £7.2m of bonds at 87% of their nominal value. The impact has been a
reduction in interest bearing liabilities to £8.5m (2023: £18.7m). Combined
with the current cash balance, the net debt / equity ratio has fallen to -0.3
(2023: 18.0). The prior year was particularly high, and only made sense given
the early stage of the strategy and the intention to raise equity following
the successful completion of our initial round of acquisitions. As capital is
deployed in the coming year, this will return to being positive. Moving
forward we intend to finance the continued acquisition growth whilst
maintaining a healthy balance between debt and equity.
Return on capital deployed
The Group closely monitors the return it achieves on capital it has deployed
on acquired software businesses. After central costs, this has risen to 12%
(2023: 5%). In future years, we expect to see continued improvement in this
measure by acquiring at sensible multiples, encouraging organic growth in
those businesses acquired and minimising the incremental increase in central
overheads.
Cash flow
Cash flow from operating and other investing activities was £1.4m (2023:
-£0.1m). We've chosen this non-standard measure as these other investing
activities primarily reflect capitalised development costs and the purchase of
physical assets, such as computer hardware. We consider these to be essential
and annual expenditure of a software group, not a discretionary spend. The
improvement reflects the aEBITDA for the year, along with a working capital
inflow, mainly due to improved supplier terms in the Nettl business, and
interest received on deposits.
The company raised £23.1m net of issue costs through equity in September 2023
and immediately utilised £6.5m to repurchase bonds with a nominal value of
£7.5m. Other loan repayment and interest costs in the year utilised cash of
£0.5m (2023: £0.5m). The total net cash inflow through financing activities
was £16.1m (2023: £9.0m).
Of these funds, £4.1m (2023: £8.4m) has been deployed in relation to the
acquisition of VMS companies. £0.4m has been paid, net of cash acquired,
for new companies joining the Group during the year, with a further £3.7m of
deferred consideration paid in respect of prior year acquisitions.
Closing cash rose to £15.4m (2023: £2.0m). We continue to look for
additional VMS business acquisition opportunities, and have already deployed
an additional £2.8m for the initial consideration of Be The Brand Experience
Limited since the year end.
Other KPIs
Management monitors a number of KPIs, which underpin the performance of the
Group and its operating businesses. The financial KPIs are shown within the
multi-year review of financial performance.
There are also a number of non-financial KPIs which management monitors, that
ultimately help drive the financial performance and organic growth of our
operating businesses. We use these KPIs when assessing the suitability of
acquisition targets as well as benchmarking post-acquisition performance. We
track changes in monthly recurring revenues (MRR) in order to measure Logo
Churn percentage - the rate at which a SaaS or subscription company is losing
customers, on an ongoing basis. Although acquiring new customers is a core
goal of any SaaS company, ensuring the retention of subscribing customers is
just as important. We also measure a number of cost base categories as a
percentage of Annual Recurring Revenues (ARR) where various ratios are derived
to benchmark operational efficiencies.
Outlook
With the legacy issues of the past now behind us and additional businesses
joining the Group, we expect further growth in revenue, profitability and cash
generation from operating activities.
We see organic growth opportunities throughout the Group and with a strong
pipeline of acquisition targets, expect to deploy the remaining available
capital in the near future.
We've stated our intention to repurchase the remaining bonds in issue as we
feel the time is now right for us to explore additional debt capacity. As we
look to establish sensible and scalable financing for our future growth,
prospective lenders, quite rightly, want the maximum level of security and
seek to subordinate other debts. We are extremely grateful to our bondholders,
who provided the financing that has enabled the Group's transformation over
the past years. Even if the terms of the bonds allowed, seeking to subordinate
them is simply not an option we would explore.
Treasury policies
Surplus funds are intended to support the Group's short-term working capital
requirements and fund future acquisitions. These funds are invested through
the use of short-term deposits and the policy is to maximise returns as well
as provide the flexibility required to fund ongoing operations. The Board has
developed a model to establish a fair value for the Company's shares and will
only purchase shares when the offer price is materially below that value and
funds are available. It is not the Group's policy to enter into financial
derivatives for speculative or trading purposes.
Iain Brown
Chief Financial Officer
Consolidated statement of comprehensive income
FOR THE YEAR ENDED 31 MARCH 2024 Note 2024 2023 2023 2023
£000 £000 £000 £000
Continuing operations Discontinued operations Total
Revenue 2 16,165 11,677 870 12,547
Direct costs (5,971) (5,927) (235) (6,162)
Gross profit 10,194 5,750 635 6,385
Staff costs (5,332) (3,471) (417) (3,888)
Doubtful debt expense (527) (68) (10) (78)
Other operating charges (2,870) (1,806) (155) (1,961)
Earnings before interest, tax, depreciation and amortisation 1,465 405 53 458
Depreciation and amortisation 6&7 (3,551) (1,556) - (1,556)
Impairment of assets 15 (1,440) (805) - (805)
Value adjustment of consideration payable 10 301 - - -
Operating loss (3,225) (1,956) 53 (1,903)
Financial income 400 135 - 135
Financial expenses (1,278) (830) (21) (851)
Value adjustment on bond settlement 10 622 - - -
Net financing expense (256) (695) (21) (716)
Loss before tax (3,481) (2,651) 32 (2,619)
Tax credit 3 1,111 1,243 - 1,243
Loss for the year (2,370) (1,408) 32 (1,376)
Other Comprehensive income
Items that may be reclassified subsequently to profit or loss
Re-measurement to fair value on discontinued operations - - (235) (235)
Exchange differences on translation of foreign subsidiaries (59) 51 - 51
Loss and total comprehensive income for the year (2,429) (1,357) (203) (1,560)
Loss per share attributable to the ordinary equity shareholders of Software
Circle plc Basic and diluted(1), pence per share
4 (0.92)p (1.23)p (0.18)p (1.41)p
(1) Earnings per share suffers no dilution as the Group has reported a net
loss after tax
Consolidated statement of financial position
AT 31 MARCH 2024 Note Group Group
2024 2023
£000 £000
Non-current assets
Property, plant and equipment 6 1,242 1,384
Intangible assets 7 15,302 16,266
Total non-current assets 16,544 17,650
Current assets
Inventories 33 31
Trade and other receivables 8 2,418 2,247
Consideration receivable 15 - 1,698
Cash and cash equivalents 15,391 1,994
Total current assets 17,842 5,970
Total assets 34,386 23,620
Current liabilities
Other interest-bearing loans and borrowings 10 1,511 3,879
Trade and other payables 9 3,144 2,003
Total current liabilities 4,655 5,882
Non-current liabilities
Other interest-bearing loans and borrowings 10 6,984 14,837
Deferred tax liabilities 5 1,066 1,973
Total non-current liabilities 8,050 16,810
Total liabilities 12,705 22,692
Net assets 21,681 928
Equity attributable to equity holders of the parent
Share capital 13 3,901 1,145
Merger reserve 838 838
Share premium 28,255 7,866
Share based payment reserve 37 88
Translation reserve 58 117
Retained earnings (11,408) (9,126)
Total equity 21,681 928
Consolidated statement changes in shareholders' equity
YEAR ENDED 31 MARCH 2024
Share capital Merger reserve Share premium Share based payment reserve Translation reserve Retained earnings Total
£000 £000 £000 £000 £000 £000 £000
Balance at 31 March 2022 1,145 838 7,866 88 66 (7,515) 2,488
Loss and total comprehensive income for the year from continuing operation - - - - 51 (1,408) (1,357)
Loss and total comprehensive income for the year from discontinued operation - - - - - (203) (203)
Total movement in equity - - - - 51 (1,611) (1,560)
Balance at 31 March 2023 1,145 838 7,866 88 117 (9,126) 928
Loss and total comprehensive income for the year - - - - (59) (2,370) (2,429)
Transfer of lapsed option reserve - - - (88) - 88 -
Issue of Ordinary Shares 2,756 - 20,669 - - - 23,425
Costs associated with shares issued - - (280) - - - (280)
Share option charge - - - 37 - - 37
Total movement in equity 2,756 - 20,389 (51) (59) (2,282) 20,753
Balance at 31 March 2024 3,901 838 28,255 37 58 (11,408) 21,681
Consolidated statement of cash flows
FOR YEAR ENDED 31 MARCH 2024 Note Group Group
2024 2023
£000 £000
Cash flows from operating activities
Loss for the year (2,370) (1,408)
Adjustments for:
Depreciation, amortisation and impairment 3,551 1,556
(Profit) / loss on disposal of plant and equipment (13) 4
Share based payments 37 -
Financial income (400) (135)
Financial expense 1,278 830
Value adjustment on bond settlement (622) -
Bad debt expense 527 68
Foreign exchange loss - 51
Tax income (1,111) (1,243)
Impairment of consideration receivable 15 1,440 805
Value adjustment on consideration payable (301) -
Operating cash flow before changes in working capital and provisions 2,016 528
Change in trade and other receivables (274) 19
Change in inventories (2) (2)
Change in trade and other payables 559 (413)
Cash generated from operations 2,299 132
Interest received 334 5
Corporation tax paid (6) -
R&D tax income received - 67
Net cash inflow from operating activities from continuing operations 2,627 204
Net cash inflow from operating activities from discontinued operations - 104
Net cash inflow from operating activities 2,627 308
Cash flows from investing activities
Acquisition of plant and equipment (70) (60)
Disposal of plant and equipment 25 1
Capitalised development expenditure 7 (1,133) (390)
Proceeds from disposal of subsidiary - 100
Acquisition of subsidiaries net of cash 14 (444) (8,367)
Payment of deferred consideration (3,656) -
Net cash used in investing activities from continuing operations (5,278) (8,716)
Net cash used in investing activities from discontinued operations - -
Net cash used in investing activities (5,278) (8,716)
Cash flows from financing activities
Proceeds from share issue 23,425 -
Costs associated with share issue (280) -
Proceeds from loans - 9,520
Repayment of loans (6,894) (305)
Capital payment of lease liabilities (136) (117)
Interest payment of lease liabilities (65) (63)
Net cash generated from financing activities from continuing operations 16,050 9,035
Net cash used in financing activities from discontinued operations - (95)
Net cash generated from financing activities 16,050 8,940
Net increase in cash and cash equivalents from continuing operations 13,399 523
Net increase in cash and cash equivalent from discontinued operations - 9
Foreign exchange movements (2) -
Cash and cash equivalents at start of year 1,994 1,462
Cash and cash equivalents at 31 March 2024 15,391 1,994
Notes to the financial statements
1. BASIS OF PREPARATION
GENERAL INFORMATION
Software Circle plc (the "Company") is a public limited company incorporated
and domiciled in England and whose shares are quoted on AIM, a market operated
by The London Stock Exchange. The Company's registered office is C/O Gateley
Legal, Ship Canal House, 98 King Street, Manchester, England, M2 4WU.
The financial information set out herein does not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006. The financial
information for the year ended 31 March 2024 has been extracted from the
Company's audited financial statements which were approved by the Board of
Directors on 23 July 2024 and which, if adopted, will be delivered to the
Registrar of Companies for England and Wales. Statutory accounts for the years
ended 31 March 2024 and 31 March 2023 have been reported on by the auditor.
Their report for the year ended 31 March 2024 (i) was unqualified; (ii) did
not include a reference to any matters which the auditor drew attention by way
of emphasis without qualifying their audit report and (iii) did not contain a
statement under section 498(2) or 498 (3) of the Companies Act 2006. The
information in this preliminary statement has been extracted from the audited
financial statements for the year ended 31 March 2024 and as such does not
contain all the information required to be disclosed in the financial
statements prepared in accordance with UK adopted International Accounting
Standards ('IAS').
The report of the audit for the year ended 31 March 2023 (i) was unqualified;
(ii) included reference to the basis of preparation as a going concern to
which the auditor drew attention by way of emphasis without qualifying their
audit report and (iii) did not contain a statement under section 498(2) or 498
(3) of the Companies Act 2006.
GOING CONCERN
The Directors have prepared the financial statements on a going concern basis.
This assessment considers the Company's cash reserves and the associated risks
related to its ongoing operations and strategic initiatives.
As of the balance sheet date, the Company maintains a substantial cash
balance, providing a strong liquidity position to support its business
operations and strategic growth plans. The cash reserves are considered
sufficient to meet the current operational requirements and short-term
obligations of the Company.
The Company's primary strategic objective includes expansion through
acquisitions, which involves inherent risks, particularly concerning deferred
consideration payments. While the Company has a significant cash balance, the
Directors recognise the following risks:
● Acquisition Volume and Payment Obligations: The risk of
acquiring multiple companies in a short time frame could potentially strain
the Company's liquidity if not managed prudently.
● Deferred Consideration Payments: The Company must ensure that it
can meet deferred consideration payments as they fall due, without
compromising its operational liquidity.
To mitigate these risks, the Directors have implemented the following
measures:
● Due Diligence and Acquisition Strategy: Rigorous due diligence
processes are in place to evaluate potential acquisition targets, ensuring
that each acquisition aligns with the Company's strategic objectives and
financial capacity.
● Cash Flow Forecasting and Management: Detailed cash flow
forecasting is conducted regularly to project the timing and amounts of
deferred consideration payments, ensuring that adequate cash reserves are
maintained.
● Contingency Planning: Contingency plans are established to
address any potential shortfalls in liquidity, including securing additional
financing if necessary.
After considering the Company's strong cash position, the comprehensive risk
management strategies in place, and the ability to adjust the pace of
acquisitions if required, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the application of the
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the
amounts recognised in the financial statements are described below:
CAPITALISATION OF DEVELOPMENT COSTS
The Board considers that the Group's key differentiators stem from its
proprietary software. It is essential to continue investing in these assets.
Separate projects are defined for new initiatives as they are identified.
Development costs are capitalised where a project has been defined, tested and
expected to realise future economic benefits. Programming is carried out to a
detailed specification and schedule. The Board exercises judgement in
determining the costs to be capitalised and determine the useful economic life
to be applied typically 3 years or whilst the asset in question remains in
use.
FAIR VALUE ASSESSMENT OF A BUSINESS COMBINATION
Following an acquisition the Group makes an assessment of all assets and
liabilities, inclusive of making judgements on the identification of specific
intangible assets which are recognised separately from goodwill. Where future
consideration is contingent on a performance obligation, judgement is required
in assessing the likelihood of the obligation being achieved when determining
its fair value at the time of acquisition. Acquired intangible assets include
items such as the customer base and technology, to which a value is first
attributed at the time of acquisition. The valuation is based upon future
discounted cash flows and expectations for the business and requires a number
of judgements to be made regarding future performance of an acquisition. For
VMS businesses acquired in line with the Group's stated strategy, the expected
useful lives of the customer base has been determined by reviewing the
existing Logo churn at the time of acquisition whilst the Technology's
expected useful life is estimated based on the expected requirement for
ongoing development. See note 14.
IMPAIRMENT OF INTANGIBLE ASSETS AND INVESTMENT IN SUBSIDIARIES.
In assessing impairment, Management estimates the recoverable amount of cash
generating units based on expected future cash flows and uses the weighted
average cost of capital to discount them. At the end of each reporting period
the Management reviews a five year forward looking financial projection
including a terminal value for the Group. The Management has further evaluated
the terminal growth expectations and the applied discount rate applicable to
derive a Net Present Valuation (NPV) of the Group. If the NPV of the Group
shows a lower valuation than the net assets or the Company cost of investment
in subsidiaries plus intercompany balances due, an impairment will be made.
Based on this evaluation, including management estimates and assumptions, no
impairment was made during the reporting period. Estimation uncertainty
relates to assumptions about future operating results in particular sales
volumes and the determination of a suitable discount rate.
ESTIMATION OF THE EXPECTED CREDIT LOSSES ON TRADE AND INTERCOMPANY RECEIVABLES
In assessing the expected credit losses, in respect of the trade and
intercompany receivables under IFRS 9, the Group considers the past
performance of the receivable book along with future factors that may affect
the credit worthiness of the receivables. Estimations have therefore been made
within these assumptions which could affect the carrying value of the trade
and intercompany receivables.
BEARER BONDS
The bearer bonds issued by the Company have no fixed maturity. In order to
establish an effective interest rate, management is required to determine the
expected life of the bonds and does this for each tranche of bond issued. The
expected life of bond tranches issued to date ranges from 9 months to 20
years. In assessing the fair value of the embedded derivative relating to the
exclusive one way call option, judgement is required in order to assess the
likelihood of the business exercising this option.
2. REVENUE AND SEGMENTAL INFORMATION
Segmental reporting is prepared for the Group's operating segments based on
the information which is presented to the Board, which reviews revenue and
adjusted EBITDA by segment. The Group's costs, finance income, tax charges,
non-current liabilities, net assets and capital expenditure are only reviewed
by the Board at a consolidated level and therefore have not been allocated
between segments in the analysis below.
ANALYSIS BY LOCATION OF SALES UK & Ireland Europe Other Total
£000 £000 £000 £000
Year ended 31 March 2024 15,568 169 428 16,165
Year ended 31 March 2023 11,845 284 418 12,547
Revenue generated outside the UK & Ireland is in Belgium, The Netherlands,
France, New Zealand, South Africa and the USA.
No single customer provided the Group with over 2% of its revenue.
DISAGGREGATION OF REVENUE AND EBITDA
Year ended 31 March 2024 Graphics & Ecommerce Professional & financial services Health & social care Property Education Operating Total Central overhead Total
£000 £000 £000 £000 £000 £000 £'000 £000
Licence and subscription revenue 3,687 1,266 2,584 1,545 128 9,210 - 9,210
Product and service revenue 6,763 146 42 4 - 6,955 - 6,955
Revenue 10,450 1,412 2,626 1,549 128 16,165 - 16,165
adjusted EBITDA 609 550 814 755 56 2,784 (1,133) 1,651
Development costs 688 287 82 76 - 1,133 - 1,133
Acquisition costs - - - - - - (347) (347)
Exceptional items - - - - - - (972) (972)
EBITDA 1,297 837 896 831 56 3,917 (2,452) 1,465
Exceptional items
In addition to the deferred consideration impairment resulting from the
administration of Works Manchester Limited (WML) and Rymack Sign Solutions
Limited (see note 15), outstanding charges due from WML, net of trading
balances due to Rymack's group that the Company has set off, resulted in a
further charge of £220,000. As a further consequence of WML's administrator
vacating the hub in Trafford Park, the Company, as a guarantor of the lease,
became liable for unpaid rent arrears, ongoing rent for the remainder of the
lease term and dilapidations. The Company agreed a full and final settlement
of this liability with the landlord and other lease providers for £632,000.
This has been paid during April and May 2024 and is included as a liability in
these financial statements. This, combined with some additional costs on
liquidating our operating entity in France, has resulted in exceptional items
for FY24 totalling £972,000.
Year ended 31 March 2023 Graphics & Ecommerce Professional & financial services Health & social care Property Operating total Central overhead Discontinued Operations Total
£000 £000 £000 £000 £000 £000 £'000 £000
Licence and subscription revenue 3,000 387 544 173 4,104 - - 4,104
Product and service revenue 7,538 35 - - 7,573 - 870 8,443
Revenue 10,538 422 544 173 11,677 - 870 12,547
Adjusted EBITDA 802 178 241 94 1,315 (947) 53 421
Development costs 390 - - - 390 - - 390
Acquisition costs - - - - - (353) - (353)
EBITDA 1,192 178 241 94 1,705 (1,300) 53 458
Of the Group's non-current assets (excluding deferred tax) of £16,544,000
(2023: £17,650,000), £12,279,000 (2023: £12,907,000) are located in the UK.
Non-current assets located outside the UK are in Ireland £4,831,000 (2023:
£5,802,000).
3. TAXATION
Recognised in the income statement 2024 2023
£000 £000
Current tax expense
Current year - (93)
Adjustments for prior years (5) (18)
Overseas corporation tax charge 70 2
65 (109)
Deferred tax expense
Origination and reversal of temporary differences (see note 5) (519) (170)
Previously unrecognised deferred tax asset currently recognised (see note 5) (657) (972)
Effect of change in UK corporation tax rate - 3
Adjustments in respect of prior periods - 5
Total tax in income statement (1,111) (1,243)
RECONCILIATION OF EFFECTIVE TAX RATE
Factors affecting the tax charge for the current period:
The current tax charge for the period is lower (2023: lower) than the standard
rate of corporation tax in the UK of 25% (2023: 19%).
The differences are explained below:
2024 2023
£000 £000
Loss before tax (3,481) (2,619)
Tax using the UK corporation tax rate of 25% (2023: 19%) (870) (498)
Effects of:
Other tax adjustments, reliefs and transfers (167) 124
Adjustments in respect of prior periods - current tax (5) (90)
Adjustments in respect of prior periods - deferred tax - 6
Deferred tax not recognised (52) 216
Impact of tax in a foreign jurisdiction (17) -
Research and Development super deduction - (29)
Previously unrecognised deferred tax asset (see note 5) - (972)
Total tax credit (1,111) (1,243)
The Group tax debtor amounts to £232,000 (2023 debtor: £155,000). The
deferred tax liabilities as at 31 March 2024 have been calculated using the
tax rate of 25% which was substantively enacted at the balance sheet date.
4. EARNINGS PER SHARE
The calculations of earnings per share are based on the following profits and
numbers of shares:
2024 2023
£000 £000
Loss after taxation for the financial year from continuing operations (2,370) (1,408)
Loss after taxation for the financial year from discontinued operations - (203)
Total loss after taxation for the financial year (2,370) (1,611)
Weighted average Weighted average
number of Shares number of Shares
For basic earnings per ordinary share 256,844,295 114,490,828
For diluted earnings per ordinary share 256,844,295 114,490,828
Basic and diluted loss per share (0.92)p (1.41)p
Basic and diluted loss per share from continuing operations (0.92)p (1.23)p
Basic and diluted loss per share from discontinued operations - (0.18)p
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.
The holders of deferred shares shall not be entitled to any participation in
the profits or the assets of the Company and the deferred shares do not carry
any voting rights.
As of 31 March 2024, the dilutive effect of share options would be 750,488
(2023: nil). The calculation is based on the treasury method prescribed in IAS
33. This calculates the theoretical number of shares that could be purchased
at the average market price in the period from the proceeds of exercised
options. The difference between the number of shares under option and the
theoretical number of shares that could be purchased from the proceeds of
their exercise is deemed liable to be issued at nil value and represents the
dilution.
As the Group has reported a net loss after tax, including the options would be
anti-dilutive, therefore all outstanding options have no dilutive effect.
5. DEFERRED TAX ASSETS AND LIABILITIES
Recognised deferred tax assets and liabilities
Assets Assets Liabilities Liabilities Total Total
2024 2023 2024 2023 2024 2023
£000 £000 £000 £000 £000 £000
Intangible assets - - (2,707) (2,957) (2,707) (2,957)
Trading losses 1,641 984 - - 1,641 984
Tax asset/(liabilities) 1,641 984 (2,707) (2,957) (1,066) (1,973)
Movement in deferred tax during the year. 1 April Recognised on acquisition of subsidiary Recognised in income Acquisition adjustment (note 10) 31 March
2023 £000 £000 2024
£000
£000 £000
Intangible assets (2,957) (335) 582 66 (2,644)
Property, plant and equipment timing differences - - (63) - (63)
Trading losses 984 - 657 - 1,641
(1,973) (335) 1,176 66 (1,066)
Movement in deferred tax during the year. 1 April Recognised on acquisition of subsidiary Recognised in income Removal of discontinued operation 31 March
2022 £000 £000 2023
£000
£000 £000
Intangible assets (318) (3,107) 170 298 (2,957)
Trading losses 318 - 666 - 984
- (3,107) 836 298 (1,973)
The Group has recognised a deferred tax asset in respect of carried forward
trading losses up to the value of the deferred tax liability, to the extent
that there are available tax losses within the same UK tax group. The Group
has unrecognised deferred tax assets in respect of carried forward losses of
£nil (2023: £nil).
6. PROPERTY, PLANT AND EQUIPMENT
Leasehold Improvements Plant and Motor Fixtures and Total
Equipment Vehicles Fittings
£000 £000 £000 £000 £000
Cost
Balance at 31 March 2022 1,840 355 91 824 3,110
Additions - 60 - - 60
Addition through subsidiary acquisition 186 254 40 7 487
Disposals - (18) - (5) (23)
Balance at 31 March 2023 2,026 651 131 826 3,634
Additions - 58 - 12 70
Addition through subsidiary acquisition - - 76 57 133
Disposals (542) (31) (77) (332) (982)
Balance at 31 March 2024 1,484 678 130 563 2,855
Depreciation and impairment
Balance at 31 March 2022 927 305 85 716 2,033
Depreciation charge for the year 127 36 5 67 235
Disposals - (14) - (4) (18)
Balance at 31 March 2023 1,054 327 90 779 2,250
Depreciation charge for the year 141 89 13 90 333
Disposals (541) (28) (71) (330) (970)
Balance at 31 March 2024 654 388 32 539 1,613
Net book value
At 31 March 2022 913 50 6 108 1,077
At 31 March 2023 972 324 41 47 1,384
At 31 March 2024 830 290 98 24 1,242
Right-of-use assets are included within the same asset categories as they
would have been if they were owned. As of 31 March 2024 the Group has
right-of-use assets with a carrying value of £902,000 (2023: £982,000). A
table showing the net book value of right-of-use assets within property, plant
and equipment at 31 March 2024 and 31 March 2023, split by category, is
disclosed in note 11.
7. INTANGIBLE ASSETS
Domains Software Development Customer Technology Goodwill Other Total
& brand costs Lists
£000 £000 £000 £000 £000 £000 £000 £000
Cost
Balance at 31 March 2022 363 4,544 5,003 675 - 138 162 10,885
Additions - internally developed - - 390 - - - - 390
Addition through subsidiary acquisition - - - 4,517 10,792 497 - 15,806
Balance at 31 March 2023 363 4,544 5,393 5,192 10,792 635 162 27,081
Additions - internally developed
- - 1,133 - - - - 1,133
Addition through subsidiary acquisition (note 14)
- - - 547 785 319 - 1,651
Acquisition adjustment (note 10) - - - (265) (265) - - (530)
Disposals - - - - - - (23) (23)
Balance at 31 March 2024 363 4,544 6,526 5,474 11,312 954 139 29,312
Amortisation and impairment
Balance at 31 March 2022 347 4,334 4,074 596 - 12 131 9,494
Amortisation for the year 1 149 439 149 583 - - 1,321
Balance at 31 March 2023 348 4,483 4,513 745 583 12 131 10,815
Amortisation for the year 1 53 445 462 2,253 - 4 3,218
Disposals - - - - - - (23) (23)
Balance at 31 March 2024 349 4,536 4,958 1,207 2,836 12 112 14,010
Net book value
At 31 March 2022 16 210 929 79 - 126 31 1,391
At 31 March 2023 15 61 880 4,447 10,209 623 31 16,266
At 31 March 2024 14 8 1,568 4,267 8,476 942 27 15,302
IMPAIRMENT TESTING
The Group's recognised goodwill amounts to £942,000 (2023: £623,000).
Goodwill and other intangible assets are assigned to Cash Generating Units
("CGUs"). Our primary consideration in defining CGUs is the distinctiveness of
business operations and segmentation. Each CGU represents a major line of
business or geographical area that generates cash inflows largely independent
of other units. The Group has the following identified CGUs:
CGU Operating Segment
Nettl Systems Graphics & Ecommerce
Vertical Plus Graphics & Ecommerce
Watermark Professional & financial services
CareDocs Health and Social care
Topfloor Property
Arc Technology Education
The recoverable amount of goodwill and intangible assets is determined from
value in use calculations.
The Group prepares cash flow forecasts derived from budgets and five-year
business plans. The sales growth relates to all key revenue streams of the
business and have been determined based on the experience to date of operating
these sales channels and ranges from 0% to 6%. Costs have been assumed to
increase in line with an inflationary rate of 3%.
For the purposes of impairment testing inflationary growth of 0.5% is assumed
beyond this period. A pre-tax discount factor of 12.18% (2023: 8.59%) was
applied.
The Directors have considered the sensitivity of the key assumptions.
Increasing the pre-tax discount factor to 15.0% would not result in an
impairment charge against intangible assets. Should revenue growth be reduced
to nil across all business units, and product revenue decline in the first
year by 2.5%, no impairment would be recognised. As a result, the intangible
assets are not considered to be impaired.
Amortisation and impairment charge
The amortisation charge of £3,218,000 (2023: £1,321,000) is recognised in
profit or loss within depreciation and amortisation expenses. An impairment
charge of nil (2023: £nil) was recognised during the year.
8. TRADE AND OTHER RECEIVABLES
At 31 March 2024 trade receivables are shown net of an impairment allowance of
£660,000 (2023: £1,153,000).
Trade and other receivables denominated in currencies other than sterling
comprise £188,000 (2023: £262,000) of trade receivables.
2024 2023
£000 £000
Trade receivables 2,505 2,799
Less provision for trade receivables (660) (1,153)
Trade receivables net 1,845 1,646
Total financial assets other than cash and cash equivalents classified at 1,845 1,646
amortised cost
Corporation tax 232 155
Prepayments 130 110
Other receivables 211 336
Total Other receivables 573 601
Total trade and other receivables 2,418 2,247
The carrying value of trade and other receivables classified at amortised cost
approximates fair value.
Under 6 months old Over 6 months old Total
£000 £000 £000
Gross carrying amount 1,594 911 2,505
Loss provision (76) (584) (660)
Net carrying amount 1,518 327 1,845
Trade and other receivables represent financial assets and are considered for
impairment on an expected credit loss model. The Group continues to trade with
the same customers and in the same marketplace and therefore the future
expected credit losses have been considered in line with the past performance
of the customers in the recovery of their receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.
The expected loss rates are based on the Group's historical credit losses
experienced over the three-year period prior to the period end. The historical
loss rates are then adjusted for current and forward-looking information on
factors affecting the Group's customers including the area of operations of
those debtors and the market for the Group's products. The assessment of the
expected credit risk for the year has not increased, when looking at the
factors affecting the risk noted above. There are no trade receivables outside
of credit terms without an impairment provision.
Movements in the impairment allowance for trade receivables are as follows:
Impairment
As at 31 March 2024 As at 31 March 2023
£000 £000
Balance at 1 April 1,153 1,089
Receivable written off during the year as uncollectible (1,020) (83)
Provision arising on acquisition of subsidiaries - 60
Increase in impairment 527 87
allowance
Balance at 31 660 1,153
March
There is no material difference between the net book value and the fair values
of trade and other receivables due to their short-term nature.
Other classes of financial assets included within trade and other receivables
do not contain impaired assets.
9. TRADE AND OTHER PAYABLES
2024 2023
£000 £000
Trade payables 737 700
Accruals 383 428
Other liabilities 658 689
Lease settlements 632 -
Total financial liabilities, excluding borrowings classified as financial 2,410 1,817
liabilities measured at amortised cost
Deferred income 734 186
Total trade and other payables 3,144 2,003
Trade payables denominated in currencies other than Sterling comprise
£168,000 (2023: £87,000) denominated in Euro.
As a consequence of former Group Subsidiary Works Manchester Limited's
administrator vacating the hub in Trafford Park, the Company, as a guarantor
of the lease, became liable for unpaid rent arrears, ongoing rent for the
remainder of the lease term and dilapidations. The Company agreed a full and
final settlement of this liability with the landlord and other lease providers
for £632,000. This was paid during April and May 2024.
There is no material difference between the net book value and the fair values
of current trade and other payables due to their short-term nature.
10. BORROWINGS
Current Liabilities 2024 2023
£000 £000
Lease liabilities 160 120
Bearer bonds 402 -
Loans 324 279
Deferred consideration 625 3,480
1,511 3,879
Non-Current Liabilities
Lease liabilities 847 951
Loans 26 324
Bearer bonds 5,697 12,381
Deferred consideration 414 1,181
6,984 14,837
In July 2020 the Company created a bond facility which could issue up to a
maximum of £50,000,000 nominal value. Any bonds issued are interest-free
within the first three years of the facilities existence and thereafter pay 6%
of the nominal value, annually in arrears, until the Company exercises its
call option. The bonds are initially measured at fair value, which is
considered to be the transaction price. Subsequently the liability is measured
at amortised cost based on the expected cash flows over the expected life of
the instrument. On 26 September 2023 the Company repurchased Bearer Bonds with
a nominal value of £7,500,000 for £6,525,000 plus accrued interest of
£84,000. The carrying value at the date of repurchase was £7,231,000,
resulting in a value adjustment on bond settlement of £622,000.
On 30 May 2024 the Company announced its intention to restructure its balance
sheet and finance the redemption of the remaining bonds at their nominal value
of £6,700,000. This will enhance the Group's ability to access ongoing
institutional debt funding, reducing the cost of capital for M&A
opportunities in the future.
In August 2020 an additional term loan for £1,000,000, repayable over six
years, was secured through the Coronavirus Business Interruption Loan Scheme
at an effective annual interest rate of 8.6%. At 31 March 2024 the liability
was £350,000 (2023: £603,000).
Deferred consideration includes contingent consideration in respect of the
acquisition of Vertical Plus Limited at nil value (2023: £282,000) due to the
reduced likelihood of post acquisition performance targets being met. A Fair
value credit of £301,000 (2023: nil) has been recognised in the Statement of
comprehensive income.
Deferred consideration in respect of the acquisition of Topfloor Systems
Limited recognised on acquisition included £463,000 with performance
conditions tied to future employment. Having reviewed the requirements of IFRS
3 Business Combinations, this future consideration should be recognised within
the statement of comprehensive income as it is incurred. The value of deferred
consideration has been reduced accordingly, with corresponding adjustments
made to the value of intangible assets and deferred tax in the Group financial
statements, and investments in the Parent Company.
11. LEASES
Lessee Accounting
All leases where the Group is a lessee are accounted for by recognising a
right of use asset and a lease liability except for:
● Leases of low value assets
● Leases with a term of 12 months or less.
AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Land and buildings Plant and Motor Total
equipment Vehicles
RIGHT OF USE ASSETS £000 £000 £000 £000
Balance at 31 March 2022 913 - - 913
Depreciation (117) - - (117)
Addition through subsidiary acquisition 186 - - 186
Balance at 31 March 2023 982 - - 982
Addition through subsidiary acquisition - - 76 76
Depreciation (152) - (4) (156)
Balance at 31 March 2024 830 - 72 902
Land and buildings Plant and Motor Total
equipment Vehicles
LEASE LIABILITIES £000 £000 £000 £000
Balance at 31 March 2022 1,002 23 - 1,025
Interest expense 62 - - 62
Lease payments (179) - - (179)
Disposal of subsidiary - (23) - (23)
Addition through subsidiary acquisition 186 - - 186
Balance at 31 March 2023 1,071 - - 1,071
Addition through subsidiary acquisition - - 73 73
Interest expense 64 - 1 65
Lease payments (198) - (4) (202)
Balance at 31 March 2024 937 - 70 1,007
AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2024 2023
Land and buildings Plant and Motor Total Land and buildings Plant and Motor Total
equipment Vehicles equipment Vehicles
£000 £000 £000 £000 £000 £000 £000 £000
Continuing Operation
Depreciation charge on right of use assets 152 - 4 156 117 - - 117
Interest on lease liabilities 64 - 1 65 62 - - 62
Expenses related to low value and short-term leases 114 - - 114 35 - - 35
330 - 5 335 214 - - 214
Discontinued Operation
Depreciation charge on right of use assets - - - - - - - -
Interest on lease liabilities - - - - - 21 - 21
Expenses related to low value and short-term leases - - - - - - - -
- - - - - 21 - 21
LEASE LIABILITIES - MATURITY ANALYSIS OF CONTRACTUAL UNDISCOUNTED CASH FLOWS
Carrying amount Contractual cash flows 6 months or less 6-12 1-2 years 2-5 years More than 5 years
months
£000 £000 £000 £000 £000 £000 £000
31 March 2024 1,007 1,230 110 110 220 506 284
31 March 2023 1,071 1,348 99 99 198 531 421
Lessor Accounting
The Group leases certain assets to customers with preloaded software. It is
not practical to split the revenue from the lease of the physical asset and
that of the preloaded software. The revenue associated with leased assets
during the year was £2,584,000 (2023: £217,000).
Year 1 Year 2 Year 3 Year 4 Year 5
£000 £000 £000 £000 £000
Future contracted lease income 805 391 176 92 40
12. EMPLOYEE BENEFITS
Equity share options
The Company operates share option plans for its employees, under which options
to subscribe for the Company's shares have been granted. The plan is intended
to incentivise employees, align their interests with those of shareholders,
and encourage the retention of key employees.
Movement in employee equity options during the year:
At 1 April 2023 At 31 March 2024 Of which exercisable
Number Granted Lapsed Exercised Number Number
Number Number Number
2023 CSOP Scheme - 3,333,330 - - 3,333,330 -
2023 unapproved option scheme - 16,151,332 - - 16,151,332 -
- 19,484,662 - - 19,484,662 -
Weighted average exercise price (p) - 15.3 - - 15.3 -
Options outstanding at the year end:
2024 2023
Exercise Number of share options Number of share options
Grant date Expiry date price (p)
2023 CSOP Scheme 21/09/2023 21/09/2033 9.0 3,333,330 -
2023 unapproved option scheme 21/12/2023 21/12/2033 16.6 16,151,332 -
19,484,662 -
The fair value of share options granted were calculated using the Black
Scholes model. The inputs used for fair valuing awards granted during the year
were as follows:
Grant date
21/09/2023 21/12/2023
Share price at grant date (p) 9.0 13.3
Exercise price (p) 9.0 16.6
Expected volatility 36.76% 36.39%
Option life 5 6.78
Risk-free interest rate 4.34% 3.53%
The expected volatility is based on the historical volatility of the Company's
shares over a period equivalent to the option life.
The total expense recognised in profit or loss for the period arising from
share-based payment transactions amounted to £37,000.
Share-based Save as You Earn (SAYE) Scheme
The Company also operates an SAYE Scheme. There are currently no options in
issue (2023: nil). No options have been issued, exercised or lapsed during the
year.
13. SHARE CAPITAL
Ordinary shares Ordinary shares
In thousands of shares 2024 2023
In issue at 1 April 114,491 114,491
Issued by the Company 275,592 -
Shares on the market at 31 March - fully paid 390,083 114,491
Allotted, called up and fully paid £000 £000
390,083,306 (2023: 114,490,828) ordinary shares of £0.01 each 3,901 1,145
63 deferred shares of £0.10 each - -
3,901 1,145
The company issued 154,705,874 shares on 20 September 2023 and 120,886,604 on
29 September 2023 with a nominal value of £0.01 each at an issue price of
£0.085, raising a total of £23.15m after issue costs of £0.28m.
Dividends
During the year and prior year no dividends were proposed or paid. After the
balance sheet date, the Board proposed no final dividend would be made (2023:
£nil).
14. ACQUISITIONS
Acquisition of Arc Technology Limited (Arc)
The entire issued share capital of Arc, a provider of software solutions for
the management of practice-based learning to higher education institutions,
was acquired on 20 February 2024 for a maximum total consideration of
£2,000,000. The initial consideration paid at completion was £1,100,000,
with deferred consideration of £300,000 to be paid on the first anniversary
of completion. Up to a further £600,000 is payable contingent upon the
achievement of certain targets relating to the future financial performance of
Arc (the "Earn-out") and may be achieved in full or in part by exceeding those
targets in any of the two years commencing 21 February 2024. Where the
Earn-out is tied to the future employment of an individual, contingent
consideration in respect of that individual has not been recognised at
acquisition and will instead be recognised as remuneration. In addition, the
consideration was increased by a further £578,000 in respect of surplus cash
within the business at the acquisition, £411,000 of which was paid on
completion with the remainder deferred until the agreement of the completion
accounts. The present value of expected consideration payments at acquisition
totalled £2,059,000.
Arc met Software Circle's acquisition criteria by being a software business
and having a prominent position in its vertical market. Delivering solutions
that generate revenues of a recurring nature.
In the period during the current financial year that Arc was owned by the
Group, it contributed revenue of £128,000 and a profit before tax of
£52,000. Had it been owned by the group for the full year, it would have
contributed revenue of £1,300,000 and a profit before tax of £350,000.
Net assets of Arc on acquisition:
Book Value Adjustments Fair value
£000 £000 £000
Customer base - 547 547
Technology - 785 785
Property, plant and equipment 133 - 133
Cash and cash equivalents 1,067 - 1,067
Trade and other receivables 139 - 139
Trade and other payables (523) - (523)
Lease liabilities (73) - (73)
Deferred tax (2) (333) (335)
Net assets acquired 741 999 1,740
Consideration 2,059
Goodwill 319
Consideration satisfied by:
Cash on completion 1,511
Deferred consideration 435
Contingent consideration 113
2,059
An income approach was used to value contractual customer lists and
relationships, using a discount factor of 12.0%. The useful life has been
estimated at 10 years. The technology was valued by using a relief from
royalty approach, based on a royalty rate of 50% and using a discount factor
of 12.0%. The useful life has been estimated at 3 years.
Trade and other receivables include gross contractual amounts due of £139,000
of which £nil was expected to be uncollectible at the date of acquisition.
The goodwill arising from the acquisition of Arc is attributable to a number
of factors, including the specialised knowledge and expertise of the assembled
workforce and the market position.
15. CONSIDERATION RECEIVABLE
2024 2023
£000 £000
Receivable within one year - 1,698
Receivable after one year - -
Total consideration receivable - 1,698
Consideration receivable was due from Rymack Sign Solutions Limited following
the sale of Works Manchester Limited on 31st May 2022. Following the
appointment of liquidators to both WML and Rymack, the receivable was written
down to nil, resulting in an impairment charge of £1,440,000 (2023:
£805,000).
16. POST BALANCE SHEET EVENTS
On 2 April 2024, the Company announced the sale of the printing.com domain to
JAL Equity Corp for USD 2,270,000. USD 230,000 was payable on completion with
the remaining USD 2,040,000 payable by 31 July 2024. The carrying value in the
financial statements is nil.
On 30 May 2024, the Company announced the acquisition of the entire issued
share capital of Be The Brand Experience Limited, a provider of marketing
compliance and digital asset management workflow solutions for businesses
providing financial services. The total consideration of £3,500,000 will be
satisfied in cash and is structured on a debt free/cash free basis. The
acquisition is expected to be cash flow generative and earnings enhancing in
the first year after acquisition. Initial consideration of £2,800,000 was
paid on completion and a further £700,000 of deferred consideration will be
paid on the first anniversary of completion. At the time of issuing these
financial statements, the completion accounts and intangible asset valuations
are ongoing. As a result, values relating to the valuation of assets,
intangible assets and goodwill arising on consolidation cannot yet be
disclosed.
17. ALTERNATIVE PERFORMANCE MEASURES
The Group has adopted alternative performance measures ("APMs") in order to
provide readers of the accounts with a clearer picture of the Group's actual
trading performance and future prospects.
Defined term Definition Usage
EBITDA Earnings before interest, tax, depreciation, amortisation Measures our operating efficiency
aEBITDA EBITDA before impairments, exceptional costs, acquisition related costs and Adjustments to EBITDA to better measure how efficiently the Group manages our
the capitalisation of qualifying development costs portfolio to generate free cash flow
Operating EBITDA aEBITDA before central group administration costs Used to measures the performance of decentralised business units without the
application of central Software Circle management and overheads
Capital deployed Opening value plus closing value of cash paid, including acquisition related Provides the average amount of capital deployed on the acquisition of
expenditure, in respect of investments in subsidiary companies, divided by 2 subsidiaries during the year
Return on capital deployed aEBITDA as a percentage of capital deployed A KPI for the performance of acquired operating businesses
Earnings per share Net profit / loss for the year divided by the weighted average number of IFRS performance indicator
shares
Operating cash flow per share Cash flow from operating and other investing activities divided by the A measure to demonstrate the Group's cash generating ability on a per share
weighted average number of shares basis
Interest cover ratio aEBITDA divided by net finance costs Demonstrates the ability to cover interest costs through operating activities
Net debt Interest bearing liabilities less cash and cash equivalents Used to assess the ability to meet long-term obligations
Net debt / equity ratio Net debt divided by equity Used to assess the financial leverage
Recurring revenue Subscription and contract-based revenue expected to continue into the future Estimating future revenue
Run-rate ARR The annualised value of recurring revenue streams at the end of the year Estimating future revenue
18. ANNUAL REPORT
The Annual Report and Notice of AGM will be sent to shareholders on 23 August
2024 and will be available on the Company's website www/softwarecircle.com
(http://www.grafenia.com) from that date.
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