Software Circle Regulatory News (SFT)

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

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. 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

Consolidated Statement of Financial Position

at 30 September 2023

Consolidated Statement of Changes in Shareholders Equity

for the six months ended 30 September 2023

Consolidated Statement of Cash Flows

for the six months ended 30 September 2023

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

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:

4 Finance expense

5 Earnings per share

The calculations of earnings per share are based on the following profits and numbers of shares:

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

7 Deferred consideration receivable

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

9 Trade and other payables

10 Borrowings

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

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:

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.