Source - LSE Regulatory
RNS Number : 8226I
essensys PLC
21 April 2022
 

21 April 2022

 

essensys plc

("essensys" or the "Group")

 

Half year results for the six months ended 31 January 2022

 

Resilient performance and continued growth in challenging market; strong pipeline for FY23 and FY24

 

essensys plc (AIM:ESYS), the leading global provider of mission critical software-as-a-service (SaaS)  and technology platforms to the flexible workspace and commercial real estate industries, announces unaudited results for the six months ended 31 January 2022.  All information relates to this period, unless otherwise specified.

 

Financial summary:

 

£m unless otherwise stated

Six months to January

2022

Six months to January

2021

Change





Revenue

10.9

10.6

+2.8%

        Recurring revenue1

9.9

9.6

+3.1%

        Run Rate Annual Recurring Revenue (ARR)1, 2

20.3

19.9

+2.0%





Revenue at constant currency2

11.0

10.6

+3.8%

       Recurring revenue at constant currency1,2

10.0

9.6

+4.2%





Statutory loss before tax

4.7

1.7






Adjusted EBITDA3

(2.9)

0.7






Loss before tax (prior to share based payment expenses)3

4.5

1.4






Loss per share (pence)

7.63p

3.27p






Net Cash

30.5

5.9


 

 

Strategic highlights:

 

·          Growing demand from existing and new customers underpins future growth

o    US recurring revenues grew strongly once again, up 20% in USD terms to $7.1m (H1 FY21 $5.9m)

o    Nine new customers added, including significant long term strategic opportunities

o    Connect/Flex Services Platform sites up 9% year on year to 470; US site numbers increased by 23%

·          Long term growth plan to capture expanding market opportunity

o    Senior executive team strengthened with new Regional CEOs appointed in Asia Pacific and UK/Europe; new CFO joining on 16 May 2022 and existing CFO moving to full time COO role

o    Asia Pacific operation now fully established with regional sales pipeline growing rapidly

o    Group personnel numbers increased 20% to 159 (H1 FY21: 133) to support expansion and growth plans

o    Strong balance sheet with £33m equity raise in July 2021 providing capital to fund expansion

 

·          Continued investment in our market leading products

o    Evolution of Flex Services Platform continues with new Hub & Halo smart access solution now in beta test with customers

o    Continued expansion of UK based development capability

 

Financial highlights:

 

·          Group revenues up 3% in challenging Covid-19 effected environment

·          Strong growth in the US, our largest market opportunity

·          UK performance impacted by a single customer insolvency

·          Continued high levels of recurring revenue - 91% of total (H1 FY21 91%)

·          Adjusted EBITDA loss slightly less than management expectations

·          Net cash of £30.5m and debt free

 

Current trading and outlook:

 

·          As outlined in March 2022, sales team expansion and sales cycles temporarily delayed by further Covid related uncertainty

·          Sales activity increasing since the start of second half of FY22:

·          Strategic inventory purchase made to ensure continuity of supply in FY23 and mitigate potential cost increases

·          Whilst the conflict in Ukraine has no direct impact on the Group's activities the Board remains cautious about its indirect impact together with the potential for general inflationary cost pressures

·          The Group continues to expect to meet FY22 consensus market expectations and remains confident in the longer-term structural growth opportunity

 

Mark Furness, CEO of essensys, said:

 

"essensys performed resiliently in the first half of our financial year with 3% revenue growth driven by continued strong growth in the US.  As outlined in March, whilst Covid-19 temporarily slowed our hiring plans, sales cycles and our accelerated growth plans we've made excellent progress in product and development and in the strengthening of the senior executive team.  We have seen customer activity begin to increase in the second half of the year and remain confident of meeting FY22 consensus market expectations.  I am also pleased to report excellent progress in APAC following the establishment of our regional operations at the start of FY22 with sales pipeline now building strongly.

 

As the impacts from Covid-19 begin to subside working patterns are starting to settle and our flexible workspace operator customers are reporting increased demand.  Consequently, larger flexible operators are starting to focus on expansion again, driven by positive long-term market dynamics.  Landlord business plans around the provision of flexible space are becoming more visible and corporate use of more flexible workspace is becoming increasingly evident.  These structural drivers underpin our strong pipeline for FY23 and FY24 and the Board's confidence in essensys' plan to capture its expanding market opportunity."

 

Notes

 

1. See CFO Review below for description and breakdown

2. Current period revenue and/or costs translated into GBP using the average exchange rate for the comparative prior period

3. Adjusted for share option charges

4. essensys believes that current consensus market expectations for the year ended 31 July 2022 are revenues of £23.7m

 

For further information, please contact:

 

essensys plc


+44 (0)20 3102 5252

Mark Furness, Chief Executive Officer



Alan Pepper, Chief Financial Officer & Chief Operating Officer






Singer Capital Markets (Nominated Adviser and Joint Broker)


+44 (0)20 7496 3000

Peter Steel / Harry Gooden / George Tzimas






Berenberg (Joint Broker)


+44 (0)20 3207 7800

Ben Wright / Mark Whitmore / Richard Andrews






FTI Consulting



Jamie Ricketts / Eve Kirmatzis / Talia Jessener / Victoria Caton


+44 (0)20 3727 1000

 

About essensys plc

 

essensys is the leading global provider of mission-critical SaaS platforms and technology platforms to the flexible workspace and commercial real estate industries.  essensys' software is specifically designed and developed to help solve the complex operational challenges faced by landlords and multi-site flexible workspace operators as they grow and scale their operations. The Group's technology allows operators to deliver a range of differentiated, flexible and customer-specific services to a broad base of tenants across multiple locations and helps operators to manage the cost, operational and technological challenges they typically encounter.

 

essensys' Flex Services Platform addresses these significant operational pain points head on and reduces costs by simplifying the day-to-day management of flexible workspaces and the provision of on-demand technology and infrastructure services to tenants. essensys technology delivers secure digital infrastructure, effective space setup, seamless operations, and mobile-first occupier interactions. It automates key tasks and processes and helps flexible workspace providers deliver highly efficient, customer-centric workspace solutions and in-building experiences with enterprise class services.

 

Chief Executive Officer's Report

 

Resilient performance

 

essensys grew recurring revenues by 3% in challenging conditions.  Continued strong performance in our primary growth market, the United States, where recurring revenues increased by 20%, was offset by the unexpected insolvency of a longstanding UK customer as a result of Covid-19's impact on the London office market.  Continued growth and the resilience of our performance despite these challenges, as evidenced by 99% net retention within our core Connect business, is testament to the quality of our team, high-quality customer base and our offering.

 

Market overview

 

Our confidence in the market opportunity for essensys is growing.  As the Covid-19 pandemic is subsiding we are seeing the key elements of the future way of working become more evident.  Hybrid working practices are becoming the norm and corporates are adjusting their approach to meet that requirement.  79% of occupiers now expect to be office based at least half of the time with a number of companies expecting flexible workspace solutions to account for the majority of their office portfolio in due course.

 

The larger flexible workspace operators are reporting increasing demand - at pre-pandemic levels in some cases.  Enterprise occupiers are accounting for a larger proportion of their revenue and demand and there have been a number of recent examples of major corporates moving to flexible workspace for their office requirements (e.g. Currys).

 

Colliers predicts that flexible workspaces and traditional offices will blend and we are already seeing that as traditional landlords look to us to solve their emerging technology requirements as they look to the future.  Landlords are also moving forward with establishing their own flexible workspace offerings (e.g. Canary Wharf Group).  At the same time, we are starting to see transactional activity in the broader sector with Blackstone backed TOG and Fora proposing a merger, IWG's recent investment in The Instant Group and the latter's recent merger with Davinci Virtual.

 

These recent developments  provide confidence that the growing market opportunity we saw prior to the Covid-19 pandemic is accelerating and that essensys is well placed to capitalise on the opportunities presented by the expansion of existing operators and landlords moving to support the hybrid working requirements of their occupiers.

 

Progressing our strategy to capture the expanding market opportunity

 

We continue to make strong progress in the execution of our growth plan and towards our longer-term strategic goals and revenue target of achieving £100m in Annual Recurring Revenue (ARR). 

 

As reported in March, the expansion of our go-to-market activities was delayed during the first half of our financial year, with further Covid-19 restrictions slowing sales cycles and the expansion of our sales teams whilst reducing office attendance and resulting in a number of geographically specific 'lockdowns'.  We are confident that this is a temporary restriction on the implementation of our plans to accelerate growth and is supported by the acceleration of our sales pipeline since the beginning of Q3 FY22.

 

We continue to see strong customer demand and added new customers across all regions, with nine new customer wins in the period and 18 in the last twelve months.  The most recent new customers include a number of strategically important landlord customers in Sweden and the USA with whom we expect to expand our business over the next year and beyond.  Our existing customer base, particularly in the US, is indicating significant growth plans over the next few years and we are increasingly engaged at senior levels with large property organisations in assisting them with their technology requirements.  These types of strategic customers continue to provide the Group with significant long term expansion opportunities.

 

Our active Connect/Flex Services Platform sites grew year on year - increasing 9% to 470 at January 2022 (January 2021: 431).  A number of our existing landlord customers are expanding their flexible offerings whilst a number of our operator customers are also growing.  While this was slightly lower than at July 2021, our last financial year end, we continued to add new locations in the period and now have contracted commitments for a further 53 sites (up from 28 at Feb 22).

 

Following our £33m fundraise in July 2021, we have made great progress towards capturing our expanding market opportunity.  We have strengthened our global leadership team, with new CEOs appointed in Asia Pacific and UK & Europe and our new CFO, Sarah Harvey, joins on 16 May 2022 when Alan Pepper, our current CFO, will move into a full time COO role.  Our APAC business is fully operational with customer locations live, in delivery and under negotiation.  Development of our product continues with enhancements to existing capability and new modules and functionality being released.  Whilst slower than anticipated, the expansion of our go to market capability continues and we expect to have caught up delayed investment by full year end.  If anything, we consider that our market opportunity is growing more rapidly than previously anticipated.  Whilst the first half of the year was more challenging than we expected the medium to long term outlook for the business remains very positive.  We believe Covid-19 has fundamentally changed the way in which people work and the Group's technology is perfectly positioned to assist this transition.

 

Continued growth in the US

 

The US market continues to be the most significant driver of Group growth with site numbers growing year on year by 23% over the prior period to 296 (H1 FY21 240) in turn leading to a 20% increase in US recurring revenue (in USD) compared to the prior period.  We are starting to see this growth in the US market accelerating with a number of customers setting out ambitious expansion plans for the rest of this calendar year and beyond.  Evidence of the structural shift to a more flexible way of working continues to grow with an increasing number of landlords engaging with us on technology solutions to support their repurposing of traditional office environments.  Those engagements involve a number of globally recognisable real estate operators which each individually provide the opportunity for significant long term account growth.

 

Our largest customer has set out significant plans for growth in 2022 and 2023.  We are already seeing evidence of this in our pipeline and expect this to support our growth in FY23, given the exclusive nature of our partnership.  Other well-established customers are also forecasting growth and our newer customers are also expected to expand their business with us.

 

APAC establishment

 

I am pleased with the progress we have made in establishing our APAC business despite the challenges that Covid-19 has presented (not least most recently in Hong Kong).  We now have personnel across the region in Hong Kong, Singapore and Australia with go to market capability now fully established in all three locations.  Business development activity and pipeline is increasing in all markets.

 

Australia in particular is expected to be a major opportunity for the Group.  Existing customer pull from the US led to the establishment of our first new location in Sydney during the period and has resulted in a further two locations in Australia.  We anticipate that this customer alone will add a further 6 to 8 locations in FY23.  We are also well engaged with a number of Australia's largest property companies.

 

UK & Europe

 

Having shown resilience through the more active periods of the Covid-19 pandemic the gradual unwinding of the pandemic restrictions and associated government support impacted us in the period with the unexpected insolvency of a long-standing flexible operator customer who could not renegotiate lease arrangements with its landlords.  This led to a reduction in both Connect and Operate sites which, ordinarily, we would have expected to replace with new business in a more normal trading environment.

 

The appointment of James Lowery as CEO of UK & Europe immediately following the half year end has completed the senior regional leadership appointments and will allow the implementation of tailored growth strategies around the Group's international operations.  James brings significant industry experience from his time at British Land where he led their flexible workspace operation and this knowledge will be instrumental in opening up opportunities for discussions with similar organisations across Europe.

 

In line with our experience in the US we are seeing signs of activity levels picking up in both the UK and mainland Europe.  Following the recent signing of a new strategic customer in Sweden which originally resulted in two initial locations we now have a further three in active engagement.  A number of other long-standing projects are nearing their conclusion.  Further strategic engagement with a number of large European property companies and managers continues and whilst these are taking longer to conclude than originally anticipated the opportunities with these customers are, in some cases, significantly greater than we might have originally anticipated.  As in the US we are now seeing our existing operator customers expand their business with our larger UK customers opening new locations and having expectations of growing their portfolios over the next few years.  Our largest European Operate only customer is actively engaged on a move to the Flex Services Platform.

 

Product development

 

We continue to make significant strides in product and software development following the launch of the Flex Services Platform last year.  A number of enhancements to the core platform have been released recently and following the fundraising in July 2021 that release schedule is accelerating.  Feedback from our customers influences our direction of travel and our continued focus on delivering best-in-class solutions that are both commercially and technically compelling is starting to pay dividends with new customers - particularly those landlords with significant existing portfolios.  The migration of our existing customers onto the new Platform continues with a target of having completed that by the end of the financial year.

 

The expansion of our Smart Access module with the addition of our first IoT (Internet of Things) product 'Hub & Halo' is progressing well with beta-trial versions now deployed in a number of customer locations.  We are well down the path of accreditation and integration of Hub and Halo and the wider Smart Access solution with a major mobile device provider to deliver the significant benefits of mobile access passes to our customers.  The expansion of our UK based development capability continues following the fundraise with our offshore facility now reduced to a supporting function only.

 

Current trading and outlook

 

We have seen customer activity begin to increase in the second half of the year.  Our sales pipeline continues to grow and we are seeing evidence that individual transactions are 'unsticking' following slower market conditions in the first half of our financial year.  Underlying customer occupancy appears to have stabilised and both our operator and landlord customers are reporting increased occupier demand.  In order to mitigate possible risks regarding equipment supply issues and mitigate potential cost increases we have made a strategic acquisition of equipment inventory to support our growth plans for FY23.  Whilst the conflict in Ukraine has no direct impact on the Group's activities we remain cautious about any indirect impact of that conflict.  We are also mindful of general inflationary cost pressures that may impact the business and are keeping the Group's financial investment plans under constant review.  We remain confident of meeting consensus market expectations for FY22.

 

Engagement with some significant potential customers continues and whilst these have longer sales lead times the likely scale of business is more significant.

 

The developments in our software platform are particularly exciting.  Recent enhancements and module launches have been well received by both existing and potential new customers.  We remain confident that the underlying structural shift in real estate that has been accelerated by the Covid-19 pandemic is here to stay.  This makes us increasingly optimistic for the long-term global opportunity for essensys.  We are already seeing increasing pipeline activity both with existing customers and new customers and expect to catch up with our delayed investment in go to market capability in the next few months which is expected to bring benefits in FY23 and beyond.

 

Mark Furness

Chief Executive Officer

21 April 2022

 

 

Chief Financial Officer's Report

 

This is the third interim report issued by essensys since its Admission to AIM on May 2019 and covers the six months to 31 January 2022. 

 

Financial Key Performance Indicators

 

£'m unless otherwise stated

Six months to January

2022

Six months to January

2021

Change





Group Total Revenue

10.9

10.6

+2.8%

UK

4.8

5.4

-11.1%

USA

5.9

5.2

+13.5%

ROW

0.2

-

-





Recurring Revenue1

9.9

9.6

+3.1%

UK

4.5

5.2

-13.5%

USA

5.2

4.4

+18.2%

ROW

0.2

-

-

Recurring Revenue %age of Total

90.8%

90.6%






Run Rate Annual Recurring Revenue1

20.3

19.9

+2.0%





Recurring Revenue at constant currency

10.0

9.6

+4.2%

UK

4.5

5.2

-13.5%

USA

5.3

4.4

+20.5%

ROW

0.2

-

-





Non-recurring revenue

1.0

1.0

0%





Product Revenue




Connect

10.0

9.6

+4.2%

Operate

0.9

1.0

-10%





Gross Profit

6.9

7.1

-2.8%

Gross Profit percentage

63.3%

66.9%


Recurring Revenue margin % age

65.2%

70.4%






Statutory loss before tax

4.7

1.7






Adjusted EBITDA2

(2.9)

0.7










Loss before tax (prior to share based payments)

4.5

1.4






Cash

30.5

5.9


 

Notes
1. See Revenue section for explanation

2. See Adjusted EBITDA explanation below

 

Revenue

 

Group total revenue grew to £10.9m in H1 FY22 (H1 FY21 £10.6m).  The implementation of our globalisation strategy has started to show positive signs with the first new customer site going live in Australia as well as new Connect contracts signed just before the end of the first half of the year with a Swedish customer.  The UK market contraction was mainly due to the loss of a multi-site customer that went into administration resulting in the loss of 27 sites using Operate and 18 using Connect; however, this was compounded in the period by the continuation of the Covid-19 pandemic leading to the occupancy driven marketplace services revenue not yet recovering to pre-pandemic levels.  US recurring revenue has grown by 20% in local currency.

 

Recurring revenue comprises income invoiced for services that are repeatable and consumed and delivered on a monthly basis over the term of a customer contract.  Run Rate Annual Recurring Revenue (Run Rate ARR) is an annualisation of the recurring revenue for the month identified (January 2022); this is used by management as an indication of the annual value of the recurring revenue for that month and to monitor long term revenue growth of the business.

 

On a constant currency basis Run Rate ARR grew by 2% compared to the prior period as revenue per site increased as the new sites added were worth more revenue per site than those that were lost.

 

In constant currency terms recurring revenue increased slightly compared to H1 FY21.  Operate revenue fell slightly in the period due to the aforementioned loss of 27 sites from the single customer that went into administration.  US Connect recurring revenue grew 24% in US Dollar terms following an increase in site numbers to 296 (from 240 at 31 January 2021).  UK Connect recurring revenue was also negatively impacted by the aforementioned customer, with the loss of 18 sites.

 

 

Gross margins

 

Overall gross margins fell slightly in the period as a result of short term reclassification of right of use asset charges into costs of sales together with continued committed costs associated with the lost customer in the UK.  Both of these are expected to cease in the second half of the year.  Removing the impact of these, underlying gross margins are in line with previous years and management expectations.

 

Administrative expenses

 

Excluding depreciation charges, administrative expenses grew by £3.3m (51%) compared to the prior period, in line with the Group's expansion plans.  This growth was primarily driven by increases in staff costs both as a result of planned increases in personnel in the year and the full year effect of growth in FY21.  In particular the growth in staff numbers in the period was due to increases in software development personnel in the UK, go to market personnel in the APAC region and the appointment of key strategic group executive roles.  Marketing expenditure in the period was greater in H1 FY21 in support of the Group's expanding 'go to market' capability.  The Group incurred increased professional fees as it continues to grow, including establishing its Asia Pacific businesses and made additional provision for estimated credit losses following the Covid-19 pandemic.

 

Statutory loss for the half year

 

The Group incurred a £4.7m statutory loss for the half year to January 2021 (H1 FY21: loss of £1.7m), analysed as follows:

 

 

£'m

H1 FY22

H1 FY21




UK (including non-capitalised R&D)

(0.9)

0.0

US

(0.3)

0.4

Canada

-

(0.1)

Europe

(0.3)

(0.1)

Asia Pacific

(0.7)

-

Central costs

(2.3)

(1.6)

(Loss) before tax (before share based payment expenses)

 

(4.5)

 

(1.4)




Share based payment expense

(0.2)

(0.3)




(Loss) before tax for the period

(4.7)

(1.7)

 

The UK continues to bear the cost of the Group's product and software development teams to the extent that these are not capitalised.

 

Adjusted EBITDA

 

As previously reported, adjusted results are presented to provide a more comparable indication of the Group's core business performance by removing the impact of share-based payment expenses, exceptional costs (where material and non-recurring), and other, non-trading, items that are reported separately. Adjusted results exclude adjusting items as set out in the consolidated statement of comprehensive income and as below, with further details given in the notes to the unaudited interim financial information below, where applicable.  In addition, the Group also measures and presents performance in relation to various other non-GAAP measures, such as recurring revenue, run-rate annual recurring revenue and revenue growth as shown and defined above. 

 

Adjusted results are not intended to replace statutory results. These have been presented to provide users with additional information and analysis of the Group's performance, consistent with how the Board monitors results on an ongoing basis.

 

Adjusted EBITDA (being EBITDA prior to share based payment expenses and exceptional items) is calculated as follows:

 

£'m

H1 FY22

H1 FY21




Operating (loss)

(4.7)

(1.3)

Add back:



Depreciation & Amortisation

1.6

1.7

EBITDA

(3.1)

0.4

Add back:



Share Option Charge

0.2

0.3




Adjusted EBITDA

(2.9)

0.7

 

Adjusted EBITDA for the half year was down from H1 FY21 by £3.6m due to continued investment in sales and marketing, product development and expansion of the Group's Asia Pacific operations as reported above.

 

Taxation

 

The tax charge incurred by the Group in the period is in relation to calculated income tax payable in the US and deferred tax in the UK.  Group expansion plans will lead to increased expenditure in the US that is expected to reverse the current payable situation before the end of the financial year.

 

Cash

 

Following our equity fundraise in July 2021, net cash at the half year end was £30.5m, slightly ahead of management expectations.  The Group continues to maintain sufficient cash reserves to fund its working capital requirements, planned product and software development together with any expected short-term geographic expansion.  The Group has no debt.

 

In light of the continued impacts of Covid-19 and other geopolitical matters, the Board has considered a number of different scenarios regarding trading and financial performance over the balance of this financial year and into FY23 and is confident that, in the event of a significant long term downturn, the Group maintains sufficient cash resources.

 

Capitalised Software Development Costs

 

As previously reported, the Group continues to invest heavily in product development.  Increasingly these costs are borne in the UK following a decision to increase the UK based development team and reduce the size of the Group's outsourced offshore development centre.  Where such work is expected to result in future revenue, costs incurred that meet the definition of software development in accordance with IAS38, Intangible Assets, are capitalised in the statement of financial position.  During the half year the Group capitalised £1.5m in respect of software development (H1 FY21: £1.0m).

 

Capital Expenditure

 

In addition to the capitalisation of software development costs noted above, the Group continues to invest in expanding the capacity and capability of its private network.  Capital investment in the period was £0.3m (H1 FY21 £0.5m).

 

 

Alan Pepper

Chief Financial Officer

21 April 2022

 

 

 

 

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

 

Consolidated statement of comprehensive income

  

Note

Six months

 ended

31 January

 2022

£'000

(unaudited)

Six months

 ended

31 January

 2021

£'000

(unaudited)









Revenue

3

10,928

10,596

Cost of sales


(4,068)

(3,519)

Gross profit


6,860

7,077





Administrative expenses


(11,220)

(8,334)

Expected credit loss provision charge


(324)

(90)

Other operating income


4

34

Operating loss


(4,680)

(1,313)





Operating loss analysed by:




Operating loss before share based payments


(4,479)

(1,038)

Share based payment expenses


(201)

(275)





Finance income


9

-

Finance expense


(49)

(339)





Loss before taxation


(4,720)

(1,652)

Taxation


(195)

(70)

Loss for the period


(4,915)

(1,722)

Other comprehensive income/(loss)




Exchange differences arising on translation of foreign operations


197

(154)

Total comprehensive loss for the period


(4,718)

(1,876)

     

Loss per share





Basic and diluted loss per share

4

(7.63p)

(3.27p)







 

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

 

Consolidated statement of financial position

  

                 Note

 

As at

31 January

2022

£'000

(unaudited)

As at

31 July

2021

£'000

(audited)





ASSETS




Non-current assets




Intangible assets

5

7,010

6,198

Property, plant and equipment

6

1,738

1,471

Right of use assets

7

3,160

2,160



11,908

9,829





Current assets




Inventories


437

184

Trade and other receivables


6,068

5,279

Cash at bank and in hand

10

30,453

36,903



36,958

42,366





TOTAL ASSETS


48,866

52,195





EQUITY AND LIABILITIES




Equity








Shareholders' equity




Called up share capital

8

161

161

Share premium


51,660

51,660

Share based payment reserve


2,252

2,045

Merger reserve


28

28

Retained earnings


(13,693)

(8,969)

Total equity


40,408

44,925





Non-current liabilities




Lease liabilities

9

2,540

992

Deferred tax


791

779

Total non- current liabilities


3,331

1,771





Current liabilities




Trade and other payables


3,419

4,229

Contract liabilities

3

807

323

Lease liabilities

9

803

943

Current taxes


98

4



5,127

5,499





TOTAL LIABILITIES


8,458

7,270





TOTAL EQUITY AND LIABILITIES


48,866

52,195



 

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

 

Consolidated statement of changes in equity


Share capital

£'000

Share premium

£'000

Share based payment reserve

 £'000

Merger Reserve

£'000

Retained

 earnings

£'000

Total

£'000








Balance at 1 August 2021 (audited)

161

51,660

2,045

28

(8,969)

44,925








Comprehensive Income







Loss for the period

-

-

-

-

(4,915)

(4,915)

Currency translation differences

-

-

6

-

191

197

Total comprehensive loss

-

-

6

-

(4,724)

(4,718)








Transactions with owners







Currency translation differences

-

-

-

-

-

-

Share based payment expense

-

-

201

-

-

201

Balance at 31 January 2022

(unaudited)

161

51,660

2,252

28

(13,693)

40,408








Balance at 1 August 2020

(audited)

132

19,881

1,490

28

(5,435)

16,096








Comprehensive Income







Loss for the period

-

-

-

-

(1,722)

(1,722)

Currency translation differences

-

-

-

-

(154)

(154)

Total comprehensive loss

-

-


-

(1,876)

(1,876)








Transactions with owners







Currency translation differences

-

-

(2)

-

-

(2)

Share based payment expense

-

-

275

-

-

275

Balance at 31 January 2021

(unaudited)

132

19,881

1,763

28

(7,311)

14,493










 

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

 

Consolidated cash flow statements



Six months ended

31 January 2022

£'000

(unaudited)

Six months ended

31 January 2021

£'000

(unaudited)

Cash flows from operating activities




Loss before taxation


(4,720)

(1,652)

Adjustments for non-cash/non-operating items:




Amortisation of intangible assets


701

588

Depreciation of property, plant and equipment


343

525

Amortisation of right-of-use assets


524

596

Share based payment expense


201

275

Finance income


(9)

-

Finance expense


49

339

Receipts from government grants treated as income


(4)

(34)



(2,915)

637

Changes in working capital:




(Increase) /decrease in inventory


(253)

163

(Increase) /decrease in trade and other receivables


(789)

47

Decrease in trade and other payables


(326)

(681)

Cash (used by)/from operations


(4,283)

166





Taxation (paid)/received


(90)

8

Net cash (used)/from operating activities


(4,373)

174





Cash flows from investing activities




Purchase of intangible assets


(1,513)

(1,047)

Purchase of property, plant and equipment


(332)

(539)

Interest received


9

-

Net cash used in investing activities


(1,836)

(1,586)





Cash flows from financing activities




Receipts from government grants


4

34

Payment at termination of loan


-

(63)

Repayment of lease liabilities


(413)

(1,008)

Interest on lease liabilities


(49)

(86)

Net cash used in financing activities


(458)

(1,123)





Net decrease in cash and cash equivalents


(6,667)

(2,535)





Cash and cash equivalents beginning of period


36,903

8,496





Effects of foreign exchange rate changes


217

(24)

Cash and cash equivalents at end of period


30,453

5,937





 


UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

 

Notes to the unaudited interim financial information

1.    Basis of preparation

The unaudited condensed interim financial information presents the consolidated financial results of essensys plc and its wholly owned subsidiaries (together, "essensys plc Group" or "the Group") for the six-month period to 31 January 2022.  The annual financial statements of the Group are prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards and International Accounting Standards Board (IASB) and interpretations (collectively "IFRS").  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.  This financial information does not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 31 July 2021 Annual Report.  The financial information for the half year ended 31 January 2022 does not constitute statutory accounts within the meaning of Section 434 (3) of the Companies Act 2006 and both periods are unaudited.

 

The comparative financial information presented herein for the year ended 31 July 2021 does not constitute full statutory accounts for that period.  The statutory Annual Report and Financial Statements for the year ended 31 July 2021 have been filed with the Registrar of Companies.  The Independent Auditors' Report on the Annual Report and Financial Statements for the year ended 31 July 2021 was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

The Group has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2021 and will be adopted in the 2022 financial statements.  There were no new standards impacting the Group that will be adopted in the annual financial statements for the year ended 31 July 2022.

 

essensys plc is the Group's ultimate parent company.  It is a public listed company and is domiciled in the United Kingdom.  The address of its registered office and principal place of business is Aldgate Tower 7th Floor, 2 Leman Street, London E1 8FA.  essensys plc's shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

2.    Going Concern

The consolidated financial statements have been prepared on a going concern basis.  In reaching their assessment, the directors have considered a period extending at least twelve months from the date of approval of this half yearly financial report.

 

The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of releasing these interim financial statements.  As well as modelling the realisation of the sales pipeline, these forecasts also cover a number of scenarios and sensitivities in order for the Board to satisfy itself that the Group remains within its current cash facilities.  At 31 January 2022 the Group had cash reserves of £30.5m and no debt.

 

Whilst the Directors are confident in the Group's ability to grow revenue, the Board's sensitivity modelling shows that the Group can remain within its cash facilities in the event that revenue growth is delayed (i.e. new sales bookings are not achieved) for a period in excess of twelve months.  The Directors' financial forecasts and operational planning and modelling also include the actions, under the control of the Group, that they could take to further significantly reduce the cash outflow expected as the Group expands geographically.  On the basis of this financial and operational modelling, the Directors believe that the Group has the capability and the operational agility to react quickly, cut further costs from the business and ensure that the cost base of the business is aligned with its revenue and funding scale.  Whilst the conflict in Ukraine has no direct impact on the Group's activities the Group remains cautious about any indirect impact of that conflict.  The Board is also mindful of general levels of inflation and cost increases that may impact the business.  The Group is confident that its capability to adjust its future investment plans and reduce its cost base will sufficiently mitigate any impact from cost inflation.

 

Based on the sensitised cash flow forecasts prepared, the directors are confident that any funding needs required by the business will be sufficiently covered by the existing cash reserves.

 

As a consequence, the Directors have a reasonable expectation that the Group can continue to operate and be able to meet its commitments and discharge its liabilities in the normal course of business for a period of not less than twelve months from the date of release of these interim financial statements. Accordingly, they continue to adopt the going concern basis in preparing the interim financial statements.

 



 

Notes to the unaudited interim financial information

3.    Segmental reporting

The Group has one single business reportable segment and generates revenue largely in the UK and the US. The majority of the Group's customers provide flexible office facilities together with ancillary services (e.g. meeting rooms and virtual services) including technology connectivity.

 

The Group provides "mission critical" software to landlords and multi-site flexible workspace providers. They use the software and technology to manage and run their flexible workspace businesses. The newly launched Flex Services Platform will in time replace our existing platforms, Connect and Operate, providing an end-to-end capability for real estate operators to run flexible workspaces ranging from the provision of digital infrastructure, through space management and space operations to occupier experience. The platforms allow operators to run their businesses in a more effective and efficient manner, from initial customer engagement to cash collection.

 

The Connect software-enabled-services platform allows flexible workspace operators to provision, manage and monitor, in real-time, all of the critical infrastructure, IT and tech services that they provide to their customers.  As part of providing this service, the Group also provides the technology infrastructure that supports these services.

 

The Group's Operate software platform is a comprehensive ERP platform for flexible workspace providers, allowing operators to more effectively and efficiently run their businesses day-to-day.

 

The Group generates revenue from the following activities:

 

-           Establishing services at customer sites (e.g. providing and managing installation services, equipment and providing training on software and services)

-           Recurring monthly fees for using the Group's platforms

-           Revenue from usage of on demand services such as internet and telephone usage and other, on demand, variable services.

-           Other ad-hoc services

The Group has one single business reportable segment which is the provision of software and technology platforms that manage their critical infrastructure and business processes, primarily to the flexible workspace industry.

 

The Group has two main revenue streams, Operate and Connect.  Given that support for both revenue streams is provided in such a way as to make cost and therefore operating performance impractical, the two revenue streams are combined into a single reportable segment.  The essensys plc Group's revenue per revenue stream is as follows: 

 


Six months ended

31 January 2022

unaudited

£'000

Six months ended

31 January 2021

unaudited

£'000




Operate - workspace management software

908

1,021

Connect - software enabled infrastructure platform

10,020

9,575


10,928

10,596

 

Revenue from customers greater than 10% in each reporting period is as follows:


Six months ended

31 January 2022

unaudited

£'000

Six months ended

31 January 2021

unaudited

£'000




Customer 1

2,037

1,780

Customer 2

-

1,177

 



 

Notes to the unaudited interim financial information

3.    Segmental reporting (continued)

The Group operates in two main geographic areas, the United Kingdom and the United States of America. The Group's revenue per geographical area is as follows:


Six months ended

31 January 2022

unaudited

£'000

Six months ended

31 January 2021

unaudited

£'000




United Kingdom

4,777

5,427

United States of America

5,873

5,169

Rest of world

278

-


10,928

10,596

Group revenue disaggregated between revenue recognised 'at a point in time' and 'over time' is as follows:


Six months ended

31 January 2022

unaudited

£'000

Six months ended

31 January 2021

unaudited

£'000




Revenue recognised at a point in time

1,075

1,018

Revenue recognised over time

9,853

9,578


10,928

10,596

 

Contract assets and liabilities

Contract asset movements were as follows:

 

Unaudited

£000



At 1 August 2021

345

Transfers in the period from contract assets to trade receivables

(78)

Excess of revenue recognised over cash (or rights to cash) being recognised during the period

181

Capital asset contract contributions capitalised

30

Capital asset contract contributions released as contract obligations are fulfilled

(25)

Capitalised commission cost released as contract obligations fulfilled

(49)

Commission costs capitalised on contracts

98

At 31 January 2022

502



Audited

£000



At 1 August 2020

420

Transfers in the period from contract assets to trade receivables

(159)

Excess of revenue recognised over cash (or rights to cash) being recognised during the period

75

Capital asset contract contributions capitalised

32

Capital asset contract contributions released as contract obligations are fulfilled

(19)

Capitalised commission cost released as contract obligations fulfilled

(297)

Commission costs capitalised on contracts

293

At 31 July 2021

345



 



 

Notes to the unaudited interim financial information

3.    Segmental reporting (continued)

Contract liability movements were as follows:

 

Unaudited

£000



At 1 August 2021

323

Amounts included in contract liabilities that were recognised as revenue during the period

(323)

Cash received and receivables in advance of performance and not recognised as revenue during the period

807

At 31 January 2022

807



Audited

£000



At 1 August 2020

550

Amounts included in contract liabilities that were recognised as revenue during the period

(550)

Cash received and receivables in advance of performance and not recognised as revenue during the period

323

At 31 July 2021

323



Contract assets are included within 'trade and other receivables' and contract liabilities is shown separately on the face of the statement of financial position. Contract assets arise from the group's revenue contracts, where work is performed in advance of invoicing customers, and contract liabilities arise where revenue is received in advance of work performed. Cumulatively, payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts. Capital asset contract contributions represents costs incurred by the Group in the form of customer incentives spread over the life of the customer contract. Commission costs capitalised on contracts represents internal sales commission costs incurred on signing of customer contracts and, in line with the requirements of IFRS15, spread over the life of the customer contract.

4.    Loss per share

The loss per share has been calculated using the loss for the period and the weighted average number of ordinary shares outstanding during the period, as follows:

 


Six months ended

31 January 2022

unaudited

£'000

Six months ended

31 January 2021

unaudited

£'000




Loss for the period attributable to equity holders of Essensys Group

(4,915)

(1,722)

Weighted average number of ordinary shares

64,385,219

52,743,329

Loss per share

(7.63p)

(3.27p)

 

As the Group is loss making in both periods presented, the share options over ordinary shares have an anti-dilutive effect and therefore no dilutive loss per share is disclosed.



 

Notes to the unaudited interim financial information

5.    Intangible assets

Unaudited

Assets in course

Customer

Internal software





of construction

relationships

development

Software

Goodwill

Total


£000

£000

£000

£000

£000

£000








Cost







At 1 August 2021

1,412

335

7,832

280

1,263

11,122

Additions

1,100

-

413

-

-

1,513

At 31 January 2022

2,512

335

8,245

280

1,263

12,635








Amortisation







At 1 August 2021

-

335

4,309

280

-

4,924

Charge for year

-

-

701

-

-

701

At 31 January 2022

-

335

5,010

280

-

5,625








Net book value







At 31 January 2022

2,512

-

3,235

-

1,263

7,010








At 31 July 2021

1,412

-

3,523

-

1,263

6,198








 

Audited

Assets in course

Customer

Internal software





of construction

relationships

development

Software

Goodwill

Total


£000

£000

£000

£000

£000

£000

Cost














At 1 August 2020

-

335

6,751

280

1,263

8,629

Additions

1,412

-

1,081

-

-

2,493

At 31 July 2021

1,412

335

7,832

280

1,263

11,122








Amortisation







At 1 August 2020

-

293

3,043

280

-

3,616

Charge for year

-

42

1,266

-

-

1,308

At 31 July 2021

-

335

4,309

280

-

4,924








Net book value







At 31 July 2021

1,412

-

3,523

-

1,263

6,198








At 31 July 2020

-

42

3,708

-

1,263

5,013








 



 

Notes to the unaudited interim financial information

6.    Property, plant and equipment

Unaudited

Assets in course of construction

Fixtures and fittings

Computer equipment

Leasehold improvements

Total


£000

£000

£000

£000

£000







Cost






At 1 August 2021

-

382

8,387

130

8,899

Additions

215

12

105

-

332

Transfers (note 7)

-

-

342

449

791

Exchange adjustments

-

7

121

1

130

At 31 January 2022

215

401

8,955

580

10,151







Depreciation






At 1 August 2021

-

322

7,020

86

7,428

Charge for year

-

15

322

6

343

Transfers (note 7)

-

-

286

235

521

Exchange adjustments

-

5

115

1

121

At 31 January 2022

-

342

7,743

328

8,413







Net book value






At 31 January 2022

215

59

1,212

252

1,738







At 31 July 2021

-

60

1,367

44

1,471







 

Audited

Assets in course of construction

Fixtures and fittings

Computer equipment

Leasehold improvements

Total


£000

£000

£000

£000

£000

Cost






At 1 August 2020

-

247

6,601

132

6,980

Additions

-

3

783

-

786

Transfers (note 7)

-

142

1,185

-

1,327

At 31 July 2021

-

382

8,387

130

8,899







Depreciation






At 1 August 2020

-

154

5,053

78

5,285

Charge for year

-

33

926

10

969

Transfers (note 7)

-

142

1,185

-

1,327

Exchange adjustments

-

(7)

(144)

(2)

(153)

At 31 July 2021

-

322

7,020

86

7,428







At 31 July 2021

-

60

1,367

44

1,471







At 31 July 2020

-

94

1,547

54

1,695







 

The transfers are assets that were classified as right of use assets (note 7) where the lease term expired and the Group chose to purchase the assets at the end of the lease term, as they were still in active use within the Group.



 

Notes to the unaudited interim financial information

7.    Right of use assets


Unaudited

Leasehold

Computer

Leasehold




property

equipment

improvements

Total



£000

£000

£000

£000








Cost






At 1 August 2021

5,482

342

584

6,408


Additions

997

-

-

997


Lease remeasurement

765

-

-

765


Transfers (note 6)

-

(342)

(449)

(791)


Disposals

(305)

-

-

(305)


Exchange adjustments

60

-

-

60


At 31 January 2022

6,999

-

135

7,134








Depreciation






At 1 August 2021

3,693

278

277

4,248


Charge for year

488

8

28

524


Transfers (note 6)

-

(286)

(235)

(521)


Disposals

(305)

-

-

(305)


Exchange adjustments

28

-

-

28


At 31 January 2022

3,904

-

70

3,974








Net book value






At 31 January 2022

3,095

-

65

3,160








At 31 July 2021

1,789

64

307

2,160







 


Audited

Leasehold

Fixtures and

Computer

Leasehold




property

fittings

equipment

improvements

Total



£000

£000

£000

£000

£000









Cost







At 1 August 2020

4,204

142

1,527

584

6,457


Additions

1,237

-

-

-

1,237


Transfers (note 6)

-

(142)

(1,185)

-

(1,327)


Exchange adjustments

41

-

-

-

41


At 31 July 2021

5,482

-

342

584

6,408









Depreciation







At 1 August 2020

2,609

134

1,440

219

4,402


Charge for year

1,116

8

23

58

1,205


Transfers (note 6)

-

(142)

(1,185)

-

(1,327)


Exchange adjustments

32

-


-

(32)


At 31 July 2021

3,693

-

278

277

4,248









Net book value







At 31 July 2021

1,789

-

64

307

2,160









At 31 July 2020

1,595

8

87

365

2,055








 

The transfers are assets that were classified as right of use assets where the lease term expired and the Group chose to purchase the assets at the end of the lease term, as they were still in active use within the Group.  The assets are now listed within note 6.

 



 

Notes to the unaudited interim financial information

8.    Called up share capital 


As at

31 January

2022

unaudited

No.

As at

31 July

2021

audited

No.

Allotted, called up and fully paid



0.25p ordinary shares

64,385,219

64,385,219





31 January

2022

unaudited

£'000

31 July

2021

audited

£'000

Allotted, called up and fully paid



0.25p ordinary shares

161

161

 

9.    Lease liabilities


Unaudited

Leasehold

Fixtures and

Computer

Leasehold




Property

fittings

equipment

improvements

Total



£000

£000

£000

£000

£000









At 1 August 2021

1,841

29

20

45

1,935


Additions

994

-

-

-

994


Interest expense

47

1

-

1

49


Effect of modification to lease terms

738

-

-

-

738


Lease payments

(326)

(21)

(20)

(46)

(413)


Foreign exchange movements

40

-

-

-

40


At 31 January 2022

3,334

9

-

-

3,343








 


Analysis by current and non-current:

 


Unaudited








Leasehold

Fixtures and

Computer

Leasehold




property

Fittings

equipment

improvements

Total



£000

£000

£000

£000

£000









Due within a year

794

9

-

-

803


Due in more than one year

2,540

-

-

-

2,540



3,334

9

-

-

3,343








 



 

Notes to the unaudited interim financial information

9.    Lease liabilities (continued)


Audited

Leasehold

Fixtures and

Computer

Leasehold




property

fittings

equipment

improvements

Total



£000

£000

£000

£000

£000









At 1 August 2020

1,820

57

88

177

2,142


Additions

1,514

-

-

-

1,514


Interest expense

108

4

4

11

127


Effect of modifying lease term

79

-

-

-

79


Lease payments

(1,616)

(32)

(72)

(143)

(1,863)


Foreign exchange movements

(64)

-

-

-

(64)


At 31 July 2021

1,841

29

20

45

1,935








 


Analysis by current and non-current:

 


Audited








Leasehold

Fixtures and

Computer

Leasehold




property

fittings

equipment

improvements

Total



£000

£000

£000

£000

£000









Due within a year

849

29

20

45

943


Due in more than one year

992

-

-

-

992



1,841

29

20

45

1,935








 

10.     Financial instruments

Financial assets

       

Financial assets measured at amortised cost comprise trade receivables, other receivables, accrued income and cash, as follows:


As at

31 January

2022

unaudited

£'000

As at

31 July

2021

audited

£'000

Cash and cash equivalents

30,453

36,903

Trade and other receivables

4,712

3,946


35,165

40,849

 

Financial liabilities

Financial liabilities measured at amortised cost comprise trade payables, accruals, other payables and lease liabilities, as follows:


As at

31 January

2022

unaudited

£'000

As at

31 July

2021

audited

£'000

Trade and other payables

3,128

3,947

Lease liabilities

3,343

1,935


6,471

5,882

 



 

Notes to the unaudited interim financial information

11.     Financial instruments

The Group's activities expose it to a variety of financial risks:

 

•         Market risk (including foreign exchange risk, price risk and interest rate risk)

•         Credit risk

•         Liquidity risk

 

The financial risks relate to the following financial instruments:

 

•         Cash and cash equivalents

•         Trade and other receivables

•         Trade and other payables

 

Risk management is carried out by the directors.  The directors identify and evaluate financial risks and provide principals for overall risk management.

 

(a) Credit Risk

 

Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations.  The Group is mainly exposed to credit risk from credit sales.  It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. There has been no change to the credit risk in the period.

 

(b) Market risk

 

(i) Foreign exchange risk

 

Foreign exchange risk arises because the Group operates in the United Kingdom and the United States of America, whose functional currency is not the same as the presentational currency of the Group.  Foreign exchange risk also arises when individual companies within the group enter into transactions denominated in currencies other than their functional currency.  Such transactions are kept to a minimum either through the choice of suppliers or presenting sales invoices in the functional currency.

 

Certain assets of the group companies are denominated in foreign currencies.  Similarly, the Group has financial liabilities denominated in those same currencies.  In general, the Group seeks to maintain the financial assets and financial liabilities in each of the foreign currencies at a reasonably comparable level, thus providing a natural hedge against foreign exchange risk and reducing foreign exchange exposure to a minimal level.

 

 (ii) Interest rate risk

 

The Group's interest rate exposure arises mainly from the interest-bearing borrowings.  All the Group's facilities were floating rates excluding interest from leases, which exposed the group to cash flow risk.  As at 31 January 2022 there are no loans outstanding.  Therefore, there is no material exposure to interest rate risk.

 

(c) Liquidity Risk

 

Prudent liquidity risk management implies maintaining sufficient cash flows for operations.  The Group manages its risk to shortage of funds by monitoring forecast and actual cash flows.  The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool.

12.     Post balance sheet events

The invasion of Ukraine by Russia has had a significant geopolitical impact on many major economies.  Since the Group does not focus its sales activities in that region the directors do not consider there to be any major direct impacts as a result of this incident.

 

Subsequent to period end the Group made a decision to acquire £2.3m of inventory to ensure equipment supply to support its expansion expectations for FY23 and mitigate expected price rises.  This inventory is expected to be used in its entirety during FY23.


 

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC

 

INDEPENDENT REVIEW REPORT TO ESSENSYS PLC

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2022 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the London Stock Exchange AIM Rules for Companies.

 

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2022 which comprises the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated cash flow statement.

 

Basis for conclusion

 

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".

 

Conclusions relating to going concern

 

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the group to cease to continue as a going concern.

 

Responsibilities of directors

 

The directors are responsible for preparing the half-yearly financial report in accordance with the London Stock Exchange AIM Rules for Companies.

 

In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the review of the financial information

 

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

 

Use of our report

 

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Transparency (Directive 2004/109/EC) Regulations 2007 and for no other purpose.  No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent.  Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

 

 

 

 

BDO LLP

Chartered Accountants

London, UK

 

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

 

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