REG - Software Circle PLC - Interim Results
27/11/2023 07:00
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RNS Number : 6682U Software Circle PLC 27 November 2023
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK Market Abuse
Regulation. With the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
27 November 2023
Software Circle plc
("Software Circle", "the Group" or "the Company")
Unaudited Interim Results for the period ended 30 September 2023
Financial highlights
Six months to Six months to
30 September 30 September
2023 2022
Continuing operations £8.25m £4.97m
Revenue
EBITDA(1) £1.61m £(0.05)m
Adj EBITDA(2) £1.01m £(0.23)m
Cash flow from operations £1.19m £(0.39)m
EPS (1.28)p (0.42)p
Development Expenditure £0.60m £0.18m
Cash and Cash Equivalents £18.71m £5.01m
Net Cash / (Debt) £6.66m £(3.28)m
(1 ) Earnings before interest, tax, depreciation and amortisation
(2 ) EBITDA before R&D capitalisation
Operational highlights
● Fundraise of £23.4m completed to drive our
acquisition strategy
● Revenue increased by £3.28m, a 66%
increase
● Positive adj EBITDA of £1.01m, 12% of revenue
● Newly acquired businesses fully onboarded
● 12% organic growth achieved across our
acquisitions
For further information:
Software Circle plc
Gavin Cockerill
(CEO)
07968 510 662
Allenby Capital Limited (Nominated Adviser and broker)
0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales and Corporate Broking)
Interim Statement
Our first Interim report as Software Circle plc shows that we have made
further progress. As we announced on 17 October 2023, we've changed the name
of the Group to better reflect who we are today and who we want to become. You
can read more about that and see our new look on the website
www.softwarecircle.com (http://www.softwarecircle.com) . We kept the logo
similar, so it's easier to change our Grafenia tattoos.
Currently we are home to a stable of five software business units across
multiple sectors (including Nettl Systems). Our portfolio of businesses
operate within the following sectors: Graphics and Ecommerce, Finance,
Property and Care Management. Four of these were acquired during the latter
stages of the previous financial year. Having been successfully onboarded, we
are now seeing the benefits as they contribute to profitability. We thank all
of our teams for their continued efforts and hard work.
Our aspiration is to become serial acquirers of Vertical Market Software
businesses. To that end, we still have much work to do. Though we have most
definitely achieved 'Phase 1' success and we are looking forward to what's to
come.
For the year so far, our focus has been on onboarding our newly acquired
businesses and welcoming the talented people that run them. Helping to
implement the business systems and processes that we think can drive organic
growth in each of our operating units. Benchmarking key performance metrics,
providing focus, structure and know-how around operational best practice.
We're seeing some encouraging results from that activity.
In addition, we've been preparing the business to scale. As we look to bring
further acquisitions into the group, it's vital that we can operate with the
same efficiency and effectiveness as we do now. Our focus for 'Phase 2'.
Trading Results and Cash from Continuing Operations
With our newly acquired businesses contributing in full for the interim
period, revenue from continuing operations rose to £8.25m (2022: £4.97m) an
increase of 66%.
Gross profit rose to £5.07m (2022: £2.02m) and our gross margin percentage
increased to 61.4% (2022: 40.7%). As the profile of our business changes, so
do our profit margins. More of our revenue now comes from recurring revenues
for licence fees and services. As this continues to grow, the lower margin
product-led revenues become a smaller part of the overall group. We would
therefore expect the trend towards increasing gross margin percentage to
continue as we acquire more Vertical Market Software businesses.
As a result of the four acquisitions made, our total operating costs
increased, with staff costs of £2.46m (2022: £1.18m) and total other
operating charges increasing to £0.94m (2022: £0.85m). Those additional
costs came with additional revenues. Therefore, our EBITDA increased to a
profit of £1.61m (2022: loss £0.05m). Our operating loss from continuing
operations of £0.17m (2022: loss of £0.49m) is impacted by £1.65m (2022:
£0.33m) of non-cash amortisation charges on intangible assets, the increase
being driven by our acquisitions. Profitability has been further impacted by
an impairment of £1.42m against the amount receivable from Rymack Sign
Solutions Limited following the sale of Works Manchester Limited in May 2022.
Despite ongoing discussions, in the absence of a resolution to date,
confidence in receiving payment in full has been further reduced. This has led
to a pre-tax loss of £1.88m (2022: £0.54m).
At 30 September 2023, the Company had cash of £18.71m (2022: £5.01m) and
debt of £12.05m (2022: £8.29m). The increase in cash and reduction in debt
from 31 March balances of £1.99m cash and £18.72m debt follows the issue of
additional share capital in September, raising £23.15m after issue costs.
£6.61m was subsequently used to repurchase certain of the Company's bonds
with a nominal value of £7.50m, including the accrued interest.
Our operating activities generated £1.19m of cash (2022: utilised £0.29m) as
our newly acquired business units contributed for the full interim period.
Capital expenditure was £0.60m (2022: £0.18m). Almost all of this amount was
invested in the ongoing development of our platforms which underpin operations
and ongoing revenue streams across our business units.
Trading Review
£3.75m of revenue was generated by our four acquisitions and collectively,
they are growing organically and tracking ahead of valuation expectations. On
current trajectory, overall EBITDA would be 15% ahead of our valuation
expectations, increasing the return on capital employed from 16% to 19%,
including deal costs.
Those improvements have been driven by increased topline performance and
efficiencies through the addition of business processes and systems, leading
to a reduced cost base. We've improved the sales performance of most of our
business units versus like-for-like performance last year. Organic growth
across our four acquisitions was 12% versus the same period in the previous
year. The highest being 16% the lowest being 6%.
Non recurring revenues from our Graphics and Ecommerce division, have however
been affected by a reduction in business confidence. £4.50m (2022: £4.97m)
of total revenue was generated by our Nettl Systems business. A 9.5% decrease
of £0.47m. The nature of the product revenue that the platform generates
makes it more susceptible to the macroeconomic environment. The drop in
revenue has been driven primarily by a downturn in products our partners buy
at wholesale prices - like signage, printing and promo goods. Sales of outdoor
event materials during June - August, were particularly hard hit.
However, the reduction in product revenue through the platform today, given
the sale of Works Manchester, has a lesser impact on Nettl System's overall
profitability, when compared to prior periods. Recurring licence fees and
subscription revenue for the Nettl systems platform and services like SEO,
Websites, Hosting and Social Media remain in line with expectations.
As a group we continue to drive an increase in revenues that are recurring in
nature, now contributing 60% of the Group's total revenue. The vast majority
of revenue streams in businesses we look to acquire are recurring and
therefore, as we add more to the Group, that percentage is likely to increase
further.
Outlook
Although the dip in revenue from our Nettl Systems business slightly dents our
revenue run-rate, overall, trading and profitability remains in line with
management expectations.
Our search for vertical market software businesses continues as we look to
quickly, but effectively, deploy the funds from our recent fundraise on
acquisitions that meet our criteria. In that regard, our deal flow continues
to look healthy. We currently are in exclusive discussions with acquisition
targets with a collective turnover of approximately £3.6m and an adjusted
EBITDA of £1.2m. These are progressing through the due diligence process. We
will continue to update the market as our acquisition strategy progresses.
Jan
Mohr
Gavin Cockerill
Chairman
Chief Executive Officer
27 November 2023
Unaudited Interim Results for the period ended 30 September 2023
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2023
Unaudited Unaudited Unaudited Unaudited Audited Audited Audited
Note Six months to Six months to Six months to Six months to Year ended Year ended Year ended
30 September 30 September 30 September 30 September 31 March 31 March 31 March
2023 2022 2022 2022 2023 2023 2023
£000 £000 £000 £000 £000 £000 £000
Total Continuing operation Discontinued operation Total Continuing operation Discontinued operation Total
Revenue 3 8,247 4,969 870 5,839 11,677 870 12,547
Raw materials and consumables used (3,181) (2,946) (235) (3,181) (5,927) (235) (6,162)
Gross profit 5,066 2,023 635 2,658 5,750 635 6,385
Staff costs (2,460) (1,179) (417) (1,596) (3,471) (417) (3,888)
Doubtful debt expense (54) (49) (10) (59) (68) (10) (78)
Other operating charges (941) (848) (155) (1,003) (1,806) (155) (1,961)
Earnings before interest, tax depreciation and amortisation 1,611 (53) 53 - 405 53 458
Depreciation and amortisation 6 (1,784) (440) - (440) (1,556) - (1,556)
Operating loss (173) (493) 53 (440) (1,151) 53 (1,098)
Impairment of assets 7 (1,419) - - - (805) - (805)
Financial income 74 54 - 54 135 - 135
Financial expenses 4 (979) (96) (21) (117) (830) (21) (851)
Value adjustment on bond settlement 10 622 - - - - - -
Net financing expense (283) (42) (21) (63) (695) (21) (716)
Loss before tax (1,875) (535) 32 (503) (2,651) 32 (2,619)
Taxation 292 51 - 51 1,243 - 1,243
Loss for the period (1,583) (484) 32 (452) (1,408) 32 (1,376)
Re-measurement to fair value on discontinued operations
- - (235) (235) - (235) (235)
Total comprehensive loss for the period (1,583) (484) (203) (687) (1,408) (203) (1,611)
Earnings per share 5 (1.28)p (0.42)p (0.18)p (0.60)p (1.23)p (0.18)p (1.41)p
Consolidated Statement of Financial Position
at 30 September 2023
Unaudited Unaudited Audited
Note 30 September 2023 30 September 2022 31 March
2023
£000 £000 £000
Non-current assets
Property, plant and equipment 1,266 972 1,384
Intangible assets 6 15,217 1,233 16,266
Deferred consideration receivable 7 - 1,804 -
Total non-current assets 16,483 4,009 17,650
Current assets
Inventories 28 26 31
Trade and other receivables 8 2,320 1,329 2,137
Deferred consideration receivable 7 350 618 1,698
Prepayments 153 106 110
Cash and cash equivalents 18,707 5,008 1,994
Total current assets 21,558 7,087 5,970
Total assets 38,041 11,096 23,620
Current liabilities
Trade and other payables 9 1,605 1,012 1,817
Deferred income 9 223 - 186
Other interest-bearing loans and borrowings 10 4,247 386 3,879
Total current liabilities 6,075 1,398 5,882
Non-current liabilities
Other interest-bearing loans and borrowings 10 7,798 7,900 14,837
Deferred tax liabilities 1,681 - 1,973
Total non-current liabilities 9,479 7,900 16,810
Total liabilities 15,554 9,298 22,692
Net assets 22,487 1,798 928
Equity
Share capital 11 3,901 1,145 1,145
Share premium 11 28,255 7,866 7,866
Merger reserve 838 838 838
Retained earnings (10,709) (8,202) (9,126)
Translation reserve 114 63 117
Share based payment reserve 88 88 88
Total equity 22,487 1,798 928
Consolidated Statement of Changes in Shareholders Equity
for the six months ended 30 September 2023
Share Share Premium Merger Retained Share based payment reserve Translation reserve
Capital Reserve earnings Total
£000 £000 £000 £000 £000 £000 £000
Opening shareholders' funds at 1 April 2022 1,145 7,866 838 (7,515) 88 66 2,488
Loss and total comprehensive income for the period from continuing operation - - - (484) - - (484)
Loss and total comprehensive income for the period from discontinued operation - - - (203) - - (203)
Share option reserve - - - - - (3) (3)
Closing shareholders' funds at 30 September 2022 1,145 7,866 838 (8,202) 88 63 1,798
Loss and total comprehensive income for the period - - - (924) - - (924)
Retranslation of net assets of overseas subsidiaries - - - - - 54 54
Closing shareholders' funds at 31 March 2023 1,145 7,866 838 (9,126) 88 117 928
Loss and total comprehensive income for the period - - - (1,583) - - (1,583)
Retranslation of net assets of overseas subsidiaries - - - - - (3) (3)
Shares issued in the period 2,756 20,669 - - - - 23,425
Costs associated with shares issued - (280) - - - - (280)
Closing shareholders' funds at 30 September 2023 3,901 28,255 838 (10,709) 88 114 22,487
Consolidated Statement of Cash Flows
for the six months ended 30 September 2023
Unaudited Unaudited Audited
Half year Half year Full year
2023 2022 2023
Note £000 £000 £000
Cash flows from operating activities
Loss for the period (1,583) (484) (1,408)
Adjustments for:
Depreciation, amortisation and impairment 6 1,784 440 1,556
Loss on disposal of plant and equipment (15) - 4
Net finance expense 283 42 695
Bad debt expense 54 49 68
Foreign exchange loss (12) - 51
Tax income (292) (51) (1,243)
Impairment of consideration receivables 7 1,419 - 805
Operating cash flow before changes in working capital and provisions 1,638 (4) 528
Change in trade and other receivables (280) 149 19
Change in inventories 3 3 (2)
Change in trade and other payables (175) (519) (413)
Cash generated/ (utilised) by operations 1,186 (371) 132
Interest paid 5 2 5
R&D tax (paid)/received - (21) 67
Net cash inflow / (outflow) from operating activities from continuing 1,191 (390) 204
operation
Net cash inflow from operating activities from discontinued operation - 104 104
Net cash inflow / (outflow) from operating activities 1,191 (286) 308
Cash flows from investing activities
Proceeds from sale of subsidiary - 100 100
Acquisition of plant and equipment (22) (2) (60)
Disposal of plant and equipment 16 - 1
Capitalised development expenditure 6 (596) (175) (390)
Payment of deferred consideration (182)
Acquisition of subsidiaries net of cash - - (8,367)
Net cash used in investing activities from continuing operation (784) (77) (8,716)
Net cash used in investing activities from discontinued operation - - -
Net cash used in investing activities (784) (77) (8,716)
Cash flows from financing activities
Proceed from share issue 11 23,425 - -
Costs associated with share issued (280) - -
Proceeds from loans - 4,250 9,520
Repayment of loans 10 (6,655) (150) (305)
Interest payment of loan (84)
Capital payment of lease liabilities (66) (56) (117)
Interest payment of lease liabilities (33) (31) (63)
Net cash inflow from financing activities from continuing operation 16,307 4,013 9,035
Net cash outflow from financing activities from discontinued operation - (95) (95)
Net cash inflow from financing activities 16,307 3,918 8,940
Net increase in cash and cash equivalents from continuing operations 16,714 3,546 523
Exchange difference on cash and cash equivalents (1) (9) -
Net increase in cash and cash equivalents from discontinued operations - 9 9
Cash and cash equivalents at start of period 1,994 1,462 1,462
Cash and cash equivalents at end of period 18,707 5,008 1,994
Notes
(forming part of the interim financial statements)
1 Basis of preparation
Software Circle plc (Previously known as Grafenia plc) (the "Company") is a
company incorporated and domiciled in the UK.
These financial statements do not include all information required for full
annual financial statements and should be read in conjunction with the
financial statements of the Company as at and for the year ended 31 March
2023. Those accounts have been reported on by the Company's auditors and
delivered to the Registrar of Companies. The report of the auditors was: (i)
unqualified; (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report;
and (iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
These interim financial statements are prepared on the same basis as the
financial statements for the year ended 31 March 2023, in which our full set
of accounting policies, including critical judgements and key sources of
estimation uncertainty, can be found.
The Directors review a two-year forecast when approving the interim financial
statements to ensure that adequate cash resources are in operational existence
to support trading for the foreseeable future.
These condensed consolidated interim financial statements were approved by the
Board of Directors on 24 November 2023.
2 Significant accounting policies
The accounting policies applied by the Company in these condensed consolidated
interim financial statements are the same as those applied by the Company in
its consolidated financial statements for the year ended 31 March 2023.
3 Segmental information
As discussed in the latest consolidated financial statements for the year
ended 31 March 2023, following the change in strategy of the Group the format
of the segmental reporting has been updated.
This disclosure correlates with the information which is presented to the
Board, which reviews revenue and EBITDA by segment. The Group's costs, finance
income, tax charges, non-current liabilities, net assets and capital
expenditure are only reviewed by the Board at a consolidated level and
therefore have not been allocated between segments in the analysis below.
Analysis by location of revenue
UK & Ireland
£000 Europe Other Total
£000 £000 £000
Six months ended 30 September 2023 7,981 64 202 8,247
Six months ended 30 September 2022 5,653 103 83 5,839
Year ended 31 March 2023 11,845 284 418 12,547
Revenue generated outside the UK is attributable to partners in Belgium,
France, Ireland, New Zealand, the Netherlands and the USA. No single customer
provided the Group with over 2% of its revenue.
DISAGGREGATION OF REVENUE AND EBITDA
The disaggregation of revenue from contracts with customers is as follows:
Graphics & Professional Healthcare Property Discontinued Operation Total
Year ended 30 September 2023 Ecommerce Services £000 £000 £000 £000
£000 £000
Licence and subscription revenue 1,753 634 1,295 756 - 4,438
Product and service revenue 3,705 82 20 2 - 3,809
Total Revenue 5,458 716 1,315 758 - 8,247
Divisional contribution 787 426 400 499 - 2,112
Central Overhead (501)
EBITDA 1,611
Graphics & Professional Healthcare Property Discontinued Operation Total
Year ended 30 September 2022 Ecommerce Services £000 £000 £000 £000
£000 £000
Licence and subscription revenue 1,074 - - - - 1,074
Product and service revenue 3,895 - - - 870 4,765
Total Revenue 4,969 - - - 870 5,839
Divisional contribution 456 - - - 53 509
Central Overhead (509)
EBITDA -
4 Finance expense
Unaudited Unaudited Audited
Half year Half year Full year
2023 2022 2023
£000 £000 £000
Lease interest 33 55 83
Bearer bond interest 744 85 644
Loan interest 19 30 6
Foreign exchange gains / (losses) 10 (53) 13
Unwinding of discount on deferred consideration 173 - 105
Total finance expense 979 117 851
Total finance expense attributable to continuing operation 979 96 830
Total finance expense attributable to discontinued operation - 21 21
5 Earnings per share
The calculations of earnings per share are based on the following profits and
numbers of shares:
Unaudited Unaudited Audited
Six months to 30 September Six months to 30 September Year ended 31 March
2023 2022 2023
£000 £000 £000
Loss for the period from continuing operations (1,583) (484) (1,408)
Loss for the period from discontinued operations - (203) (203)
Total loss after taxation for the financial year (1,583) (687) (1,611)
Weighted average number of shares in issue 123,605,283 114,490,828 114,490,828
Basic earnings per share (1.28)p (0.60)p (1.41)p
Basic earnings per share from continuing operation (1.28)p (0.42)p (1.23)p
Basic earnings per share from discontinued operation - (0.18)p (0.18)p
Share options had no dilutive effect on the weighted average number of shares
and therefore no diluted earnings per share have been stated.
6 Intangible assets
Domains Software Development Customer Technology Goodwill Other Total
& brand costs Lists
£000 £000 £000 £000 £0000 £000 £000 £000
Cost
Balance at 30 September 2022 363 4,544 5,178 675 - 138 162 11,060
Additions - internally developed - - 215 - - - - 215
Addition through subsidiary acquisition - - - 4,517 10,792 497 - 15,806
Balance at 31 March 2023 363 4,544 5,393 5,192 10,792 635 162 27,081
Additions - internally developed - - 596 - - - - 596
Balance at 30 September 2023 363 4,544 5,989 5,192 10,792 635 162 27,677
Amortisation and impairment
Balance at 30 September 2022 348 4,418 4,294 623 - 12 132 9,827
Amortisation 1 65 219 120 583 - - 988
Balance at 31 March 2023 349 4,483 4,513 743 583 12 132 10,815
Amortisation 1 36 223 243 1,140 - 2 1,645
Balance at 30 September 2023
350 4,519 4,736 986 1,723 12 134 12,460
Net book value
At 30 September 2022 15 126 884 52 - 126 30 1,233
At 31 March 2023 14 61 880 4,449 10,209 623 30 16,266
At 30 September 2023 13 25 1,253 4,206 9,069 623 28 15,217
7 Deferred consideration receivable
Unaudited Unaudited Audited
Half year Half year Full year
2023 2022 2023
£000 £000 £000
Receivable within one year 350 618 1,698
Receivable after one year - 1,804 -
Total deferred consideration receivable 350 2,422 1,698
Consideration is receivable from Rymack Sign Solutions Limited following the
sale of Works Manchester Limited on 31 May 2022. The total outstanding
consideration is £2,809,973. The carrying value of £350,000 is net of a
further impairment of £1,419,000. An initial impairment of £805,000 was
initially recognised in the financial statements for the year ended 31 March
2023 as a result of a missed instalment on 31 May 2023. Despite ongoing
discussions, in the absence of a resolution to date, confidence in receiving
payment in full has been further reduced.
8 Trade and other receivables
Unaudited Unaudited Audited
Half year Half Full year
2023 £000 year
2022 £000 2023
£000
Trade receivables 2,970 2,181 2,799
Less provision for trade receivables (1,103) (1,031) (1,153)
Trade receivables net 1,867 1,150 1,646
Total financial assets other than cash and cash equivalents classified at 1,867 1,150 1,646
amortised cost
Corporation tax 193 72 155
Other receivables 260 107 336
Total Other receivables 453 179 491
Total trade and other receivables 2,320 1,329 2,137
9 Trade and other payables
Unaudited Unaudited Audited
Half year Half Full year
2023 £000 year
Current liabilities 2022 £000 2023
£000
Trade payables 443 686 700
Accruals 320 183 428
Other liabilities 842 143 689
Total financial liabilities, excluding 'non-current' loans and borrowings
classified as financial liabilities measured at amortised cost
1,605 1,012 1,817
Deferred Income 223 - 186
Total trade and other payables 1,828 1,012 2,003
10 Borrowings
Unaudited Unaudited Audited
Half year Half year Full year
Current liabilities 2023 2022 2023
£000 £000 £000
Lease liabilities 138 116 120
Loans 315 270 279
Deferred and contingent consideration 3,794 - 3,480
4,247 386 3,879
Non-current liabilities
Lease liabilities 867 830 951
Loans 177 465 324
Bearer bonds 5,894 6,605 12,381
Deferred and contingent consideration 860 - 1,181
7,798 7,900 14,837
On 26 September 2023 the Company repurchased Bearer Bonds with a nominal value
of £7.50m for £6.53m plus accrued interest of £0.08m. The carrying value at
the date of repurchase was £7.23m, resulting in a value adjustment on bond
settlement of £0.62m.
11 Share capital and share premium
Number of shares Share Capital Share premium
£000 £000
Opening balance 1 October 2022 114,490,828 1,145 7,866
Share issue in the period - - -
Balance on 31 March 2023 114,490,828 1,145 7,866
Share issue in the period 275,592,478 2,756 20,669
Transaction costs arising on share issue - - (280)
Balance on 30 September 2023 390,083,306 3,901 28,255
The company issued 154,705,874 shares on 20 September 2023 and 120,886,604 on
29 September 2023 with a nominal value of £0.01 each at an issue price of
£0.085, raising a total of £23.15m after issue costs of £0.28m.
12 Dividend
The Directors are not declaring an Interim Dividend (2022: Nil).
13 Related Party Transactions
On 29 August 2023 the Company announced a fundraising to raise a total of up
to approximately £27.9 million (before expenses), comprising a conditional
placing and subscription, supported by new and existing investors, and a
conditional open offer to qualifying shareholders at 8.5p per share.
As announced on 29 August 2023 Investmentaktiengesellschaft für Langfristige
Investoren TGV and Value Focus Beteilgungs GmbH, substantial shareholders in
the Company, subscribed for 79,411,764 ordinary shares and 76,470,588 ordinary
shares respectively, which constitute related party transactions under the AIM
Rules. Matthias Riechert, a director of the Company, subscribed for 2,352,940
ordinary shares. Chapters Group AG, a company in which Jan-Hendrik Mohr,
Chairman of Software Circle plc, acts as CEO, subscribed for 23,529,410
ordinary shares.
On 29 September 2023, the following directors purchased shares in the Company
at a price of 8.5p each as part of the open offer to existing shareholders:
Number of shares
Gavin Cockerill 46,259
Richard Lightfoot 467,646
Simon Barrell 42,678
Conrad Bona 1,294,118
On 26 September 2023 the Company repurchased Bearer Bonds with nominal value
of £2,300,000 from Chapters Group AG for £2,001,000 plus accrued interest of
£25,639. The terms for repurchase offered were equal to those offered to all
other bond holders.
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